This Note is delivered to the Lender at one of its offices in Massachusetts, shall be governed by the laws of The Commonwealth of Massachusetts, and shall take effect as a sealed instrument. ![]() ![]() The Lender may make a photographic or other reproduction of this Note, and any such reproduction shall be admissible in evidence with the same effect of the original itself in any judicial or administrative proceeding, whether or not the original is in existence, provided however that the Lender shall indemnify the Borrower to the extent it makes payment pursuant to such reproduced note and Borrower is subsequently required to make payment hereunder to a third party in possession of the original Note. The Borrower shall deliver the original Note to the Lender, but the failure to deliver said original Note shall not affect the validity, enforceability or binding effect hereof. This Note may be transmitted to Lender or its counsel by facsimile machine or by electronic mail in portable document format ("pdf") and signature(s) appearing on faxed instruments and/or electronic mail instruments shall be treated as the original signature(s). Section 3.4.1. The Borrower and each endorser and guarantor hereof each authorizes the Lender to complete this Note if delivered incomplete in any respect. Upon the execution and delivery of such counterpart joinder, (A) such Assignee shall, on the date and to the extent provided in such counterpart joinder, become a "Lender" party to this Agreement for all purposes of this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such counterpart joinder, and the transferor Lender shall, on the date and to the extent provided in such counterpart joinder, be released from its obligations hereunder to a corresponding extent (and, in the case of an assignment 49 55 covering all of the remaining portion of an assigning Lender's rights and obligations under this Agreement, such transferor shall cease to be a party hereto but shall continue to be entitled to any fees accrued for its account hereunder and not yet paid), (B) the Borrower shall issue to such Assignee a Revolving Credit Note in the amount of such Assignee's Commitment and a Competitive Bid Note in the amount equal to the Commitment Amount, each dated the Closing Date or such other date as may be specified by such Assignee and otherwise completed in substantially the form of Exhibit A-1 and Exhibit A-2, respectively (C) the Administrative Agent shall distribute to the Borrower, the Lenders and such Assignee an amended Schedule 1 hereto reflecting such changes, and (D) this Agreement shall be deemed appropriately amended to reflect (i) the status of such Assignee as a party hereto and (ii) the status and rights of the Lenders and Administrative Agent hereunder. ![]() Section 3.4.1. Each Assignee shall execute and deliver to the Administrative Agent and the Borrower a counterpart joinder in the form of Exhibit M hereto and Assignor shall pay or caused to be paid to the Administrative Agent, solely for the account of the Administrative Agent, an assignment fee of $3,000. ![]() The Credit Parties shall cooperate with such Lenders and their Affiliates to effect the Securitization, including by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by such Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose additional costs (other than in a de minimis amount) on the Credit Parties, taken as a whole, and (ii) any such amendment or additional documentation does not adversely affect the rights (other than a de minimis effect of the rights), or increase the obligations (other than a de minimis increase of the obligations), of the Credit Parties, taken as a whole, under the Loan Documents or change or affect in a manner adverse to the Credit Parties, taken as a whole, the financial terms of the Loans, and (b) providing such information as may be reasonably requested by such Lenders in connection with the rating of the Loans or the Securitization. The Credit Parties hereby acknowledge that Lenders and each of their Affiliates may sell or securitize all or any part of the Loans (a “ Securitization”) through the pledge of all or any part of the Loans as collateral security for loans to such Lenders or their Affiliates or through the sale of all or any part of the Loans or the issuance of direct or indirect interests in all or any part of the Loans, which loans to such Lenders or their Affiliate or direct or indirect interests may be rated by Xxxxx’x, S&P or one or more other rating agencies (the “Rating Agencies”).
0 Comments
Leave a Reply. |
AuthorWrite something about yourself. No need to be fancy, just an overview. ArchivesCategories |