From and after the Effective Date. (a) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and under the other Credit Documents and shall be bound by the provisions thereof and (b) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement.
From and after the Effective Date except for remedies that cannot be waived as a matter of law and except for injunctive relief, the rights to indemnification under this Article 6.00 shall be the exclusive remedy for the parties with respect to this Agreement contemplated and consummated hereby, and the parties shall not be entitled to pursue, and each hereby expressly waives as of the Effective Date, any and all other rights that may otherwise be available to either of them either at law or in equity with respect thereto. This paragraph 6.05 does not limit the remedies available to any party under any other agreement or instrument executed in connection with this Agreement. Notwithstanding the foregoing, nothing contained in this paragraph 6.05 shall prevent any party hereto from seeking and obtaining, as and to the extent permitted by applicable law, specific performance by the other party hereto of any of its obligations under this Agreement or injunctive relief against the other party's activities in breach of this Agreement.
From and after the Effective Date the Agent shall make all payments under the Loan Agreement and the other Loan Documents in respect of the interest assigned hereby (including, without limitation, all payments of principal, interest and commitment fees with respect thereto) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments and fundings under the Loan Agreement and the other Loan Documents for periods prior to the Effective Date directly between themselves.
From and after the Effective Date except as otherwise provided herein, this Agreement shall supersede any other agreement between the parties with respect to the subject matter hereof in effect immediately prior to the execution of this Agreement. Section 13.
From and after the Effective Date the New Lender shall be a party to the Credit Agreement and, to the extent provided in this New Lender Supplement, shall have the rights and obligations of a Lender thereunder and shall be bound by the provisions thereof.
From and after the Effective Date the Borrower shall make all payments under the Agreement and the Note in respect of the interest assigned hereby (including, without limitation, all payments of principal, interest, and commitment fees) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments under the Agreement and the Note for periods prior to the Effective Date directly between themselves.
From and after the Effective Date all references to the Employment Agreement shall refer to the Employment Agreement as amended by this Amendment.
From and after the Effective Date. Shipper shall at all times during the Term comply with the terms and conditions respecting the provision of Financial Assurances set forth in Schedule “D”. Shipper’s compliance with the terms and conditions set forth in Schedule “D” shall satisfy any requirement for Shipper to provide Financial Assurances pursuant to the Enbridge Tariff, the Lakehead Tariff, and/or the Enbridge Joint Tariff, as applicable, as it pertains to Shipper’s Committed Volumes hereunder, but for certainty, shall be in addition to and not in substitution for Shipper’s obligations, if any, to provide Financial Assurances as it pertains to Shipper’s Uncommitted Volumes, if any, which may be required pursuant to the Enbridge Tariff, the Lakehead Tariff, and/or the Enbridge Joint Tariff, as applicable. Yes. N/A (shippers of Uncommitted Volumes are subject only to the requirements respecting Financial Assurances set out in the Enbridge Tariff, the Lakehead Tariff, and/or the Enbridge Joint Tariff, as applicable as it pertains to such shipper’s Uncommitted Volumes)
From and after the Effective Date the members of the board of directors of the Borrower (the "BOARD") shall at all times be identical with the members of the board of directors of Starwood, except that at all times there shall be one additional member of the Board (the "SPECIAL DIRECTOR"), which member shall be "independent" (in accordance with S&P's standard requirement from time to time). A unanimous vote of all members of the Board, including the Special Director, shall be required in accordance with the organizational documents of the Borrower (the "UNANIMOUS VOTING REQUIREMENT", for the Borrower to (i) file a voluntary insolvency proceeding, or (ii) to sell, transfer or convey in any three (3) month period, any Real Property Asset(s) to Starwood or any wholly-owned Subsidiary of Starwood or any Affiliates of Starwood other than a wholly-owned Subsidiary of the Borrower or a newly formed joint venture of the Borrower with an unaffiliated third party, that exceed, either individually or in the aggregate, five percent (5%) of Combined Asset Value as of the last day of the most recently ended fiscal quarter for which financial information has been delivered in accordance with Section 5.1 (a) and (b).
From and after the Effective Date the Agent shall make all payments in respect of the interest assigned hereby (including payments of principal, interest, fees, and other amounts) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments for periods prior to the Effective Date by the Agent or with respect to the making of this assignment directly between themselves.
