Common use of Neutrality, Etc Clause in Contracts

Neutrality, Etc. (a) Without limiting the requirement of the Borrower’s prior written consent to any assignment or participation under the definition of “Eligible Assignee” and Section 10.07, no assignment or pledge of any Lender Party’s rights under the Facilities may be made by such Lender Party to a TSP, nor may any Lender sell any participation in all or a portion of its Advances and Commitments under the Facilities to a TSP. The Borrower from time to time may seek to determine whether any Lender Party or participant is or has become a TSP. (b) In the event that (i) the Borrower determines that a Lender Party is or has become a TSP, (ii) any Lender Party fails to provide the information required under Section 10.08(d) within the 30 day period contemplated therein or (iii) the Borrower, after due investigation, is unable to determine that any Lender Party is not a TSP, then the Borrower may (A) require such Lender Party to assign all of its interests, rights and obligations under the Facilities to an assignee that is not a TSP pursuant to Section 2.11(e), provided that such required assignment shall be conducted as an orderly sell-down of such Lender Party’s position and such Lender Party shall use commercially reasonable efforts to effect such assignment as promptly as practicable or (B) if such assignment is not consummated within 90 days after the Borrower’s initial request to such Lender Party to assign its interests, rights and obligations under the Facilities, then the Borrower shall be entitled, without regard to the requirements contained in Section 2.06, 2.07 or 2.14, to prepay such Lender Party’s Advances in full at par (by paying in cash the outstanding principal amount of all such Advances and all accrued and unpaid interest and Letter of Credit Fees thereon and all other amounts due and payable to such Lender Party as of the date of such prepayment (including, without limitation, amounts owing pursuant to Sections 2.11, 2.13 and 10.04)) and terminate in full such Lender Party’s Commitments in respect of the Facilities. (c) In the event that (i) the Borrower determines that a participant is or has become a TSP, (ii) any participant fails to provide the information required under Section 10.08(d) within the 30 day period contemplated therein or (iii) the Borrower, after due investigation, is unable to determine that any participant is not a TSP, the Borrower may by written notice request the applicable Lender Party to repurchase such participant’s entire participation interest so that such Participant no longer has any rights with respect to any Advances or Commitments under the Facilities; provided that if such repurchase is not consummated within 90 days after the Borrower’s initial request to the applicable Lender Party to repurchase such participant’s participation interest, then the Borrower shall be entitled at its option either to (A) require the applicable Lender Party to assign all of its interests, rights and obligations under the Facilities to an assignee that is not a TSP pursuant to Section 2.11(e); provided that such required assignment shall be conducted as an orderly sell-down of such Lender Party’s position and such Lender Party shall use commercially reasonable efforts to effect such assignment as promptly as practicable or (B) without regard to the requirements contained in Section 2.06, 2.07 or 2.14, prepay such Lender Party’s Advances in full at par (by paying in cash the outstanding principal amount of all such Advances and all accrued and unpaid interest and Letter of Credit Fees thereon and all other amounts due and payable to such Lender Party as of the date of such prepayment (including, without limitation, amounts owing pursuant to Sections 2.11, 2.13 and 10.04)) and terminate in full such Lender Party’s Commitments in respect of the Facilities. (d) In the event that, after having used reasonable efforts to determine whether a Lender Party or participant is or has become a TSP, the Borrower is unable to make such a determination, such applicable Lender Party or participant shall, upon the written request of the Borrower, provide the Borrower, within a reasonable period of time (but in any event, not later than 30 days after such request), such information as the Borrower may reasonably request and as is reasonably available in order to determine whether such Lender Party or participant is or has become a TSP. For the avoidance of doubt, in all instances, prior to requesting any information regarding TSP status from any Lender Party or participant, the Borrower shall first use reasonable efforts to verify whether the applicable Lender Party or participant is a TSP by accessing the FCC’s website and other available databases or information sites commonly used to conduct such investigations. (e) The Borrower agrees to maintain the confidentiality of the TSP Information (as defined below), except that TSP Information may be disclosed (i) to the extent requested by any regulatory authority purporting to have jurisdiction over it, (ii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (iii) with the consent of the party providing the TSP Information, whether Agent, Lender, Issuing Bank or participant or (iv) to the extent such TSP Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Borrower on a non-confidential basis from a source other than the Agent or respective Lender, Issuing Bank or participant. For purposes of this Section, “TSP Information” means all information received by the Borrower from the Agent, any Lender, any Issuing Bank or any participant relating to the Agent, such Lender, such Issuing Bank or such participant, as the case may be, or any of such Person’s Affiliates or the respective businesses pursuant to or in connection with Section 3.01, Article VIII, the Borrower’s consent rights under the definition of “Eligible Assignee” and Section 10.07 or this Section 10.08, other than any such information that is available to the Borrower on a non-confidential basis prior to disclosure by the Agent, such Lender, such Issuing Bank or such participant, as the case may be. The Borrower shall be considered to have complied with its obligation to maintain the confidentiality of TSP Information as provided in this Section if it has exercised reasonable care to protect such TSP Information, and in no event less than the same degree of care to maintain the confidentiality of such TSP Information as it would accord to its own confidential information. The Borrower acknowledges that (a) the TSP Information may include material non-public information concerning each of the Agent, the Lenders, the Issuing Banks or the participants, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including Federal and state securities Laws.

Neutrality, Etc. (a) Without limiting the requirement of the Borrower’s prior written consent to any assignment or participation under the definition of “Eligible Assignee” and Section 10.07, no assignment or pledge of any Lender Party’s rights under the Facilities may be made by such Lender Party to a TSP, nor may any Lender sell any participation in all or a portion of its Advances and Commitments under the Facilities to a TSP. The Borrower from time to time may seek to determine whether any Lender Party or participant is or has become a TSP. (b) In the event that (i) the Borrower determines that a Lender Party is or has become a TSP, (ii) any Lender Party fails to provide the information required under Section 10.08(d) within the 30 day period contemplated therein therein, or (iii) the Borrower, after due investigation, is unable to determine that any Lender Party is not a TSP, then the Borrower may (A) require such Lender Party to assign all of its interests, rights and obligations under the Facilities to an assignee that is not a TSP pursuant to Section 2.11(e), provided that such required assignment shall be conducted as an orderly sell-down of such Lender Party’s position and such Lender Party shall use commercially reasonable efforts to effect such assignment as promptly as practicable practicable, or (B) if such assignment is not consummated within 90 days after the Borrower’s initial request to such Lender Party to assign its interests, rights and obligations under the Facilities, then the Borrower shall be entitled, without regard to the requirements contained in Section 2.06, 2.07 or 2.14, to prepay such Lender Party’s Advances in full at par (by paying in cash the outstanding principal amount of all such Advances and all accrued and unpaid interest and Letter of Credit Fees thereon and all other amounts due and payable to such Lender Party as of the date of such prepayment (including, without limitation, amounts owing pursuant to Sections 2.11, 2.13 and 10.04)) and terminate in full such Lender Party’s Commitments in respect of the Facilities. (c) In the event that (i) the Borrower determines that a participant is or has become a TSP, (ii) any participant fails to provide the information required under Section 10.08(d) within the 30 day period contemplated therein therein, or (iii) the Borrower, after due investigation, is unable to determine that any participant is not a TSP, the Borrower may by written notice request the applicable Lender Party to repurchase such participant’s entire participation interest so that such Participant no longer has any rights with respect to any Advances or Commitments under the Facilities; provided that if such repurchase is not consummated within 90 days after the Borrower’s initial request to the applicable Lender Party to repurchase such participant’s participation interest, then the Borrower shall be entitled at its option either to (A) require the applicable Lender Party to assign all of its interests, rights and obligations under the Facilities to an assignee that is not a TSP pursuant to Section 2.11(e); provided that such required assignment shall be conducted as an orderly sell-down of such Lender Party’s position and such Lender Party shall use commercially reasonable efforts to effect such assignment as promptly as practicable practicable, or (B) without regard to the requirements contained in Section 2.06, 2.07 or 2.14, prepay such Lender Party’s Advances in full at par (by paying in cash the outstanding principal amount of all such Advances and all accrued and unpaid interest and Letter of Credit Fees thereon and all other amounts due and payable to such Lender Party as of the date of such prepayment (including, without limitation, amounts owing pursuant to Sections 2.11, 2.13 and 10.04)) and terminate in full such Lender Party’s Commitments in respect of the Facilities. (d) In the event that, after having used reasonable efforts to determine whether a Lender Party or participant is or has become a TSP, the Borrower is unable to make such a determination, such applicable Lender Party or participant shall, upon the written request of the Borrower, provide the Borrower, within a reasonable period of time (but in any event, not later than 30 days after such request), such information as the Borrower may reasonably request and as is reasonably available in order to determine whether such Lender Party or participant is or has become a TSP. For the avoidance of doubt, in all instances, prior to requesting any information regarding TSP status from any Lender Party or participant, the Borrower shall first use reasonable efforts to verify whether the applicable Lender Party or participant is a TSP by accessing the FCC’s website and other available databases or information sites commonly used to conduct such investigations. (e) The Borrower agrees to maintain the confidentiality of the TSP Information (as defined below), except that TSP Information may be disclosed (i) to the extent requested by any regulatory authority purporting to have jurisdiction over it, (ii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (iii) with the consent of the party providing the TSP Information, whether Agent, Lender, Issuing Bank or participant participant, or (iv) to the extent such TSP Information (x) becomes publicly available other than as a result of a breach of this Section Section, or (y) becomes available to the Borrower on a non-confidential basis from a source other than the Agent or respective Lender, Issuing Bank or participant. For purposes of this Section, “TSP Information” means all information received by the Borrower from the Agent, any Lender, any Issuing Bank or any participant relating to the Agent, such Lender, such Issuing Bank or such participant, as the case may be, or any of such Person’s Affiliates or the respective businesses pursuant to or in connection with Section 3.01, Article VIII, the Borrower’s consent rights under the definition of “Eligible Assignee” and Section 10.07 or this Section 10.08, other than any such information that is available to the Borrower on a non-confidential basis prior to disclosure by the Agent, such Lender, such Issuing Bank or such participant, as the case may be. The Borrower shall be considered to have complied with its obligation to maintain the confidentiality of TSP Information as provided in this Section if it has exercised reasonable care to protect such TSP Information, and in no event less than the same degree of care to maintain the confidentiality of such TSP Information as it would accord to its own confidential information. The Borrower acknowledges that (a) the TSP Information may include material non-public information concerning each of the Agent, the Lenders, the Issuing Banks or the participants, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including Federal and state securities Laws.