CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY. Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arranger, each other Lead Arranger and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the Arranger, any other Lead Arranger nor any Lender has any obligation to the Borrower, any other Loan Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arranger, the other Lead Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Arranger, any other Lead Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger, any other Lead Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY hereunder. Upon the occurrence and during the continuance of a Default, Administrative Agent may apply all or any portion of any Borrower Balancing Deposit (including accrued interest thereon) to the payment of the Obligations or any Project Costs. Borrower shall have the right to deliver an irrevocable standby letter of credit to Administrative Agent in the amount of any required Balancing Deposit in lieu of depositing cash therefor so long as such letter of credit (i) is issued by a Qualified Financial Institution, (ii) permits draws upon delivery of sight drafts by Administrative Agent in order to facilitate the disbursements contemplated hereby in the same manner as if cash were deposited with Administrative Agent for the required Balancing Deposit, and (iii) is otherwise in form and substance satisfactory to Administrative Agent. In the event Administrative Agent makes a demand for a Balancing Deposit hereunder as a result of a casualty or condemnation, any insurance or condemnation proceeds held by Administrative Agent and available for disbursement for construction or reconstruction in accordance with Section 7.01(g) and Section 7.02 hereof (as applicable) hereof shall be credited against the Balancing Deposit required to be made hereunder and shall be treated in the same manner as a Balancing Deposit.
CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY. EXHIBIT A LEGAL DESCRIPTION ALL THAT CERTAIN PLOT, PIECE OR PARCEL OF LAND SITUATE, LYING AND BEING IN THE BOROUGH OF MANHATTAN, CITY, COUNTY AND STATE OF NEW YORK BOUNDED AND DESCRIBED AS FOLLOWS: BEGINNING AT A POINT A DISTANCE OF 100.00 FEET EAST FROM THE CORNER FORMED BY THE INTERSECTION OF THE EASTERLY SIDE OF THIRD AVENUE (100’ WIDE) AND THE SOUTHERLY SIDE OF EAST 127TH STREET (60’ WIDE) SAID POINT BEING THE POINT OR PLACE OF BEGINNING;
CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY. The Parties have executed this Agreement as of the Effective Date. Trident Microsystems (Far East) Ltd. NXP B.V. By: /s/ Xxxx X. Xxxxxx By: /s/ Guido Diereck Name: Xxxx X. Xxxxxx Name: Guido Diereck Title: President Title: Authorized Signatory
CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY. In addition, IGT shall have the right to maintain its exclusive license under this Agreement by purchasing additional licenses ("Additional Licenses") in lieu of Sales of Gaming Machine such that with the Additional Licenses the average calculates to [****] Wagering Stations Sold by IGT per year during the then expired portion of the Second Term. Any Additional Licenses as may be purchased by IGT shall be purchased at a royalty rate [****] per Wagering Station. If such Additional Licenses are to be purchased by IGT prior to exhaustion of the total Prepaid Royalty under Section 4.02, then such Additional Licenses will be applied against the Prepaid Royalty. If PureDepth makes the Buy Back Payment as set forth in this Section 4.06 and IGT does not purchase Additional Licenses as necessary to maintain exclusivity, then the exclusive license granted by PureDepth to IGT in Section 3.01 will convert to a non-exclusive license until the end of the Second Term. Under the non-exclusive license, IGT will pay PureDepth a royalty of [****] for each Wagering Station provided with Gaming Machines that are Sold by IGT or any sublicensee of IGT. However, if PureDepth grants to any manufacturer or distributor of Gaming Machines, a license that is under any Licensed Intellectual Property and that will permit such manufacturer or distributor to manufacture or Sell Gaming Machines licensed in this Agreement for any use within the scope of the license granted in this Agreement, that is within the Territory and within the Field of Use, at royalty rates that, calculated on an equivalent basis in respect to the Licensed Intellectual Property in question, are lower than [****] per Wagering Station, then PureDepth will (a) promptly notify IGT of such license, provided however that PureDepth need not disclose the identify of the licensee or specific license terms to IGT, and (b) extend to IGT the lower royalty rates of the noticed license, effective as of the date on which they became effective in respect to the noticed license.”
CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY. CREDIT AGREEMENT This CREDIT AGREEMENT (“Agreement”) is entered into as of August 27, 2013, among VARIAN MEDICAL SYSTEMS, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. The Borrower has requested that the Lenders provide a revolving credit facility and a term loan facility, and the Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY. (c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders.
CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY. Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.
CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY. (a) The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, except that (w) if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation and warranty shall be required to be true and correct in all respects, (x) to the extent such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and (y) for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01.
CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY. Loan Documents (but subject to the limitations on the amounts secured set forth in the Pledge Agreement) and constituting Liens on all such Collateral;
