Securitization. In addition to any other assignment permitted pursuant to this Section, Loan Parties hereby acknowledge that (x) the Lenders, their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (a “Securitization”) through the pledge of the Loans as collateral security for loans to a Lender Party or the assignment or issuance of direct or indirect interests in the Loans (such as, for instance, collateralized loan obligations), and (y) such Securitization may be rated by a rating agency. The Loan Parties shall reasonably cooperate with the Lender Parties to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization; provided that (i) any such amendment or additional documentation does not impose material additional costs on Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of Borrower under the Loan Documents or change or affect in a manner adverse to Borrower the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the rating of the Loans or the Securitization, and (c) providing a certificate (i) agreeing to indemnify the Lender Parties, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lender Parties or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, and (ii) agreeing to reimburse the Lender Parties and the other Securitization Parties for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.
Appears in 8 contracts
Samples: Credit Agreement (Independence Contract Drilling, Inc.), Revolving Credit Agreement (Joe's Jeans Inc.), Credit Agreement (Independence Contract Drilling, Inc.)
Securitization. In addition to any other assignment permitted pursuant to this Section, Loan Parties The Borrower hereby acknowledge acknowledges that (x) the Lenders, -------------- Lenders and their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (a “"Securitization”") through the pledge of the Loans as collateral security for -------------- loans to a Lender Party the Lenders or their Affiliates or through the sale of the Loans or the assignment or issuance of direct or indirect interests in the Loans (such asLoans, for instance, collateralized loan obligations), and (y) such Securitization may which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by a Xxxxx'x, S&P or one or more other rating agencyagencies (the "Rating Agencies"). The Loan Parties --------------- Borrower shall reasonably cooperate with the Lender Parties Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization; , provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower under the Loan Documents or change or affect in a manner adverse to the Borrower the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lender PartiesLenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or ---------------------- liabilities (the “Securitization "Liabilities”") to which the Lender Parties Lenders, their Affiliates or such ----------- Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Loan Party Affiliate of the Borrower to the Lender Partiers Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, Loans and (ii) agreeing to reimburse the Lender Parties Lenders and the other Securitization Parties their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.. [SIGNATURES BEGIN NEXT PAGE] The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. BORROWER: RMG I, LLC By: /s/ Xxxx X. Xxxxxx -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- ADMINISTRATIVE AGENT: DRAWBRIDGE SPECIAL OPPORTUNITIES FUND LP By: Drawbridge Special Opportunities GP LLC By: /s/ Xxxx X. Xxxxxxxx ------------------------------------------- Xxxx X. Xxxxxxxx Chief Operating Officer Address: 1251 Avenue of the Americas Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxx X. Xxxxxxxx LENDER: HIGHBRIDGE/XXXXX SPECIAL OPPORTUNITIES FUND, L.P. By: Highbridge/Xxxxx Capital Management, LLC By: /s/ Xxxxxx X. Xxxxx --------------------------------------- Xxxxxx X. Xxxxx Managing Principal Address: 0 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx X. Xxxxxxx Telecopy: (000) 000-0000
Appears in 5 contracts
Samples: Credit Agreement (Crested Corp), Credit Agreement (Crested Corp), Credit Agreement (Crested Corp)
Securitization. In addition to The Borrower hereby acknowledges that the Lenders and any other assignment permitted pursuant to this Section, Loan Parties hereby acknowledge that (x) the Lenders, of their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans Obligations (a “"Securitization”") through the pledge of the Loans Obligations as collateral security for loans to a Lender Party such Lenders or their Affiliates or through the sale of the Obligations or the assignment or issuance of direct or indirect interests in the Loans (Obligations, which loans to such as, for instance, collateralized loan obligations), and (y) such Securitization may Lenders or their Affiliates or direct or indirect interests will be rated by a Xxxxx'x, Standard & Poor's or one or more other rating agencyagencies (the "Rating Agencies"). The Loan Parties Borrower shall cooperate reasonably cooperate with the Lender Parties such Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders such Lenders, in connection with the Securitization; , provided that (i) any such amendment or additional documentation does not impose material additional costs on Borrower and the Borrower, (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations (including administrative duties or reporting obligations), of the Borrower under the Loan Credit Documents or change or affect in a manner adverse to the Borrower the financial terms of the LoansObligations, and (b) providing such information as may be reasonably requested by the Lenders or rating agencies such Lenders, in connection with the rating of the Loans Obligations or the Securitization, and (c) providing in connection with any rating of the Obligations, a certificate (i) agreeing to indemnify such Lenders and any of their Affiliates, any of the Lender PartiesRating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “Securitization "Liabilities”") to which the Lender Parties such Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Credit Document or in any writing delivered by or on behalf of any Loan Party the Borrower and its respective Affiliates to the Lender Partiers Agent or one or more Lenders in connection with any Loan Credit Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, misleading and such indemnity shall survive any transfer by the such Lenders or their successors or assigns of the LoansObligations, and (ii) agreeing to reimburse the Lender Parties such Lenders and the any of their Affiliates and other Securitization Parties for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities; and (d) providing such information regarding the Borrower, the Guarantors, the Collateral and other property, assets and business of the Borrower and the Guarantors (including appraisals and valuations) as may be reasonably requested by such Lenders or their successors or assignees.
Appears in 3 contracts
Samples: Credit Agreement (Chiquita Brands International Inc), Credit Agreement (Chiquita Brands International Inc), Credit Agreement (Chiquita Brands International Inc)
Securitization. In addition to any other assignment permitted pursuant to this Section, The Loan Parties hereby acknowledge that (x) the Lenders, Lenders and their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (a “"Securitization”") through the pledge of the Loans as collateral security for loans to a Lender Party the Lenders or their Affiliates or through the sale of the Loans or the assignment or issuance of direct or indirect interests in the Loans (such asLoans, for instance, collateralized loan obligations), and (y) such Securitization may which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by a Xxxxx'x, Standard & Poor's or one or more other rating agencyagencies (the "Rating Agencies"). The Loan Parties shall reasonably cooperate with the Lender Parties Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization; , provided that (i) any such amendment or additional documentation does not impose material additional costs on Borrower the Loan Parties and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of Borrower the Loan Parties under the Loan Documents or change or affect in a manner adverse to Borrower the Loan Parties the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lender PartiesLenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “Securitization "Liabilities”") to which the Lender Parties Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, Loans and (ii) agreeing to reimburse the Lender Parties Lenders and the other Securitization Parties their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.
Appears in 3 contracts
Samples: Financing Agreement (Solutia Inc), Financing Agreement (Oglebay Norton Co /Ohio/), Financing Agreement (Allied Holdings Inc)
Securitization. In addition to any other assignment permitted pursuant to this Section, The Loan Parties hereby acknowledge that (x) the Lenders, Lenders and their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (a “Securitization”) through the pledge of the Loans as collateral security for loans to a Lender Party the Lenders or their Affiliates or through the sale of the Loans or the assignment or issuance of direct or indirect interests in the Loans (such asLoans, for instance, collateralized loan obligations), and (y) such Securitization may which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by a Xxxxx’x, Standard & Poor’s or one or more other rating agencyagencies (the “Rating Agencies”). The Loan Parties shall reasonably cooperate with the Lender Parties Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization; , provided that (i) any such amendment or additional documentation does not impose material additional costs on Borrower the Loan Parties and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of Borrower the Loan Parties under the Loan Documents or change or affect in a manner adverse to Borrower the Loan Parties the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lender PartiesLenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lender Parties Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, Loans and (ii) agreeing to reimburse the Lender Parties Lenders and the other Securitization Parties their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.
Appears in 3 contracts
Samples: Credit Agreement (Imperial Petroleum Inc), Financing Agreement (Oglebay Norton Co /Ohio/), Financing Agreement (Gordon Biersch Brewery Restaurant Group, Inc.)
Securitization. In addition to any other assignment permitted pursuant to this Section, Loan Parties The Borrowers hereby acknowledge that (x) the Lenders, Lenders and any of their Affiliates and Approved Funds (“Lender Parties”) affiliates may sell or securitize the Loans Obligations (a “"Securitization”") through the pledge of the Loans Obligations as collateral security for loans to a Lender Party such Lenders or their affiliates or through the sale of the Obligations or the assignment or issuance of direct or indirect interests in the Loans (Obligations, which loans to such as, for instance, collateralized loan obligations), and (y) such Securitization may Lenders or their affiliates or direct or indirect interests will be rated by a Xxxxx'x, Standard & Poor's or one or more other rating agencyagencies (the "Rating Agencies"). The Loan Parties Borrowers shall cooperate reasonably cooperate with the Lender Parties such Lenders and their affiliates to effect the any such Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders such Lenders, in connection with the Securitization; , provided that (i) any such amendment or additional documentation does not impose material additional costs on Borrower and the Borrowers, (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations (including administrative duties or reporting obligations), of Borrower the Borrowers under the Loan Credit Documents or change or affect in a manner adverse to Borrower the Borrowers the financial terms of the LoansObligations, and (b) providing such information as may be reasonably requested by the Lenders or rating agencies such Lenders, in connection with the rating of the Loans Obligations or the Securitization, and (c) providing in connection with any rating of the Obligations, a certificate (i) agreeing to indemnify such Lenders and any of their affiliates, any of the Lender PartiesRating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “Securitization "Liabilities”") to which the Lender Parties such Lenders, their affiliates or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Credit Document or in any writing delivered by or on behalf of any Loan Party the Borrowers and their respective affiliates to the Lender Partiers Agent or one or more Lenders in connection with any Loan Credit Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, misleading and such indemnity shall survive any transfer by the such Lenders or their successors or assigns of the LoansObligations, and (ii) agreeing to reimburse the Lender Parties such Lenders and the any of their affiliates and other Securitization Parties for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities; and (d) providing such information regarding the Borrowers, the Guarantors, the Collateral and other property, assets and business of the Borrowers and the Guarantors (including appraisals and valuations) as may be reasonably requested by such Lenders or their successors or assignees.
Appears in 2 contracts
Samples: Credit Agreement (Chiquita Brands International Inc), Credit Agreement (Chiquita Brands International Inc)
Securitization. In addition to Borrower acknowledges and agrees that Lender shall have the absolute and unconditional right at any time after the date hereof and at any time during the term of the Loan without requiring any consent or approval from Borrower, any Loan Party or any other assignment permitted pursuant person guaranteeing the payment of the Debt or any other Person associated with or connected with the Loan or the Collateral to this Sectionsell, assign, pledge, hypothecate or otherwise transfer Lender’s interest in the Loan Parties hereby acknowledge that (x) in whole or in part, or to place one or more participation interests therein in one or more separate transactions, or to effect a syndication or securitization of the Lenders, their Affiliates and Approved Funds (“Lender Parties”) may sell Loan in one or securitize the Loans more transactions (a “Securitization”) through the pledge of the Loans as collateral security for loans to a Lender Party or the assignment or issuance of direct or indirect interests in the Loans (such as, for instance, collateralized loan obligations), and in each case to or with such Persons (y) such Securitization may be rated by a rating agency. The Loan Parties shall reasonably cooperate with the Lender Parties to effect the Securitization including, without limitation, domestic or foreign banks, insurance companies, pension funds, trusts, other institutional lenders or investors, natural persons, grantor trusts, owner trusts, special purpose corporations, REMICs, FASITs, real estate investment trusts or other similar or comparable investment vehicles) (collectively or individually, “Investor”) and on such terms and conditions as Lender shall deem to be appropriate in the exercise of its sole and absolute discretion. In connection with any such sale, assignment, participation, syndication or securitization, Lender shall have the absolute and unconditional right without obtaining the prior consent or approval of any Loan Party or any other Person guaranteeing the payment of the Debt or any other Person associated or connected with the Loan or the Collateral (including the Property Owners) to disclose, deliver and to share with any prospective purchaser of the Loan or of any securities or of any participation or other interest therein (including any such interest to be acquired in connection with a syndication or securitization of the Loan), or with any prospective Rating Agency, or their respective counsel or representatives, such information (financial or otherwise), documents and instruments pertaining to the Loan or any other person, party or entity associated or connected with the Loan or the Collateral (collectively, the “Disclosure Material and Information”) as Lender shall deem to be appropriate in the exercise of its sole and absolute discretion. Borrower shall cooperate, and shall cause each Loan Party and each other Person, associated or connected with the Loan or the Collateral to cooperate, in all reasonable respects with Lender in connection with any sale, assignment, participation, syndication or securitization of the Loan or any interest therein by Lender pursuant to the provisions of this paragraph but at no out-of-pocket cost to Borrower. Without in any manner implying the necessity therefor, Borrower grants to Lender, and shall cause each Loan Party and each other Person associated or connected with the Loan or the Collateral to specifically grant to Lender, the right to distribute any and all of the Disclosure Material and Information in connection with any sale, assignment, participation, syndication or securitization of the Loan or of any interest therein by Lender pursuant to the provisions of this paragraph. Borrower shall execute and deliver, and shall cause each Loan Party and each other Person associated or connected with the Loan or the Collateral to execute and deliver, such documents and instruments as may be reasonably necessary to (a) amending this Agreement split the Loan into two or more loans evidenced by and pursuant to separate sets of notes and other related loan documents, or (b) to modify the other terms and provisions of the Loan Documents, and executing such additional documentsin each case to the full extent required by Lender to facilitate any sale, as reasonably requested assignment, pledging, hypothecation, participation, syndication or securitization of the Loan or any interest therein by Lender pursuant to the Lenders in connection with the Securitization; provided provisions of this paragraph, it being agreed that (i) any such amendment splitting or additional documentation does not impose material additional costs on Borrower and (ii) any such amendment or additional documentation does modification of the Loan will not materially adversely affect or diminish the rights, rights of any Loan Party as presently set forth in the Loan Documents and will not increase the monetary obligations and liabilities or materially increase the obligations, non-monetary obligations of Borrower Loan Party under the Loan Documents or change or affect in a manner adverse to Borrower the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the rating of the Loans or the Securitization, and (c) providing a certificate (i) agreeing to indemnify the Lender Parties, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lender Parties or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the LoansDocuments, and (ii) agreeing if the Loan is split, the retained interest of Lender, if any, in the Loan shall be allocated to reimburse or among one or more of such separate loans in a manner specified by Lender in its sole and absolute discretion. If Borrower shall default in the performance of its obligation as set forth in this paragraph, and if such default shall not be remedied by Borrower within fifteen (15) days after notice by Lender, Lender Parties shall have the absolute and unconditional right in its sole and absolute discretion to declare such default an Event of Default under this Agreement. Lender shall endeavor to provide notice to Borrower of any such assignment, sale, participation, syndication or securitization of the other Securitization Parties for Loan in a reasonably timely manner, but any legal failure by Lender to provide notice to Borrower shall not give rise to any claim or other expenses reasonably incurred defense on the part of any of the Loan Parties, or limit the rights of Lender under this Section 15.19 or the Loan Documents. Until otherwise directed in writing by Lender following the occurrence of any such Persons in connection with defending the Securitization Liabilitiesassignment, sale, participation, syndication or securitization, Borrower shall continue to deliver all payments and deposits as required prior to such occurrence.
Appears in 2 contracts
Samples: Loan Agreement (Prime Group Realty Trust), Loan Agreement (Prime Group Realty Trust)
Securitization. In addition to any other assignment permitted pursuant to this Section, Loan Parties The Borrower hereby acknowledge acknowledges that (x) the Lenders, Lenders and their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (a “Securitization”) through the pledge of the Loans as collateral security for loans to a Lender Party the Lenders or their Affiliates or through the sale of the Loans or the assignment or issuance of direct or indirect interests in the Loans (such asLoans, for instance, collateralized loan obligations), and (y) such Securitization may which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by a Xxxxx’x, Standard & Poor’s or one or more other rating agencyagencies (the “Rating Agencies”). The Loan Parties Borrower shall reasonably cooperate with the Lender Parties Lenders and their Affiliates to effect the Securitization including, without limitation, including by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization; , provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower under the Loan Documents or change or affect in a manner adverse to the Borrower the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lender PartiesLenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lender Parties Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the any Agent or Lender Partiers in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, Loans and (ii) agreeing to reimburse the Lender Parties Agents, the Lenders and the other Securitization Parties their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.
Appears in 2 contracts
Samples: Financing Agreement (Metalico Inc), Financing Agreement (Gametech International Inc)
Securitization. In addition to Each Borrower hereby acknowledges that the Lender and any other assignment permitted pursuant to this Section, Loan Parties hereby acknowledge that (x) the Lenders, their of its Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (a “Securitization”) through the pledge of the Loans as collateral security for loans to a the Lender Party or its Affiliates or through the sale of the Loans or the assignment or issuance of direct or indirect interests in the Loans (such asLoans, for instance, collateralized loan obligations), and (y) such Securitization may which loans to the Lender or its Affiliate or direct or indirect interests will be rated by a Xxxxx’x, Standard & Poor’s or one or more other rating agencyagencies (the “Rating Agencies”). The Loan Parties Each Borrower shall reasonably cooperate with the Lender Parties and its Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders Lender in connection with the Securitization; , provided that (i) any such amendment or additional documentation does not impose material additional costs on any Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of any Borrower under the Loan Documents or change or affect in a manner adverse to any Borrower the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders or rating agencies Lender in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lender Partiesand any of its Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lender Parties Lender, its Affiliates or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party Borrower and its Affiliates to the Lender Partiers in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, misleading and such indemnity shall survive any transfer by the Lenders Lender or their its successors or assigns of the Loans, Loans and (ii) agreeing to reimburse the Lender Parties and the other Securitization Parties any of its Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.
Appears in 2 contracts
Samples: Financing Agreement (Enherent Corp), Financing Agreement (Enherent Corp)
Securitization. In addition to any other assignment permitted pursuant to this Section, Loan Article XII Credit Parties hereby acknowledge that (x) the Lenders, their Affiliates and Approved Funds (“any Lender Parties”) Party may sell or securitize the Loans (a “Securitization”) through the pledge of the Loans as collateral security for loans to a any other Lender Party or the assignment or issuance of direct or indirect interests in the Loans (such as, for instance, collateralized loan obligations), and (y) such Securitization may be rated by a rating agencyRating Agency. Any Securitization shall be at the relevant Lender Parties’ sole cost and expense. The Loan Credit Parties shall reasonably cooperate with the Lender Parties to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization; provided that (i) any such amendment or additional documentation does not impose material additional costs on Borrower the Borrowers and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of Borrower any of the Borrowers under the Loan Documents or change or affect in a manner adverse to Borrower the Borrowers the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders or rating agencies Rating Agencies in connection with the rating of the Loans or the Securitization, and (c) providing a certificate (i) agreeing to indemnify the Lender Parties, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lender Parties or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Credit Party to the Lender Partiers Parties in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading (the “Securitization Liabilities”), and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, and (ii) agreeing to reimburse the Lender Parties and the other Securitization Parties for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization LiabilitiesLiabilities (but not for expenses incurred in connection with the Securitization), except to the extent a Securitization Liabilities result solely from such Securitization Party’s gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction).
Appears in 2 contracts
Samples: Loan Agreement (Hemisphere Media Group, Inc.), Loan Agreement (Hemisphere Media Group, Inc.)
Securitization. In addition to any other assignment permitted pursuant to this Section, Loan Parties The Borrowers hereby acknowledge that (x) the Lenders, Lenders and any of their Affiliates and Approved Funds (“Lender Parties”) affiliates may sell or securitize the Loans Obligations (a “Securitization”) through the pledge of the Loans Obligations as collateral security for loans to a Lender Party such Lenders or their affiliates or through the sale of the Obligations or the assignment or issuance of direct or indirect interests in the Loans (Obligations, which loans to such as, for instance, collateralized loan obligations), and (y) such Securitization may Lenders or their affiliates or direct or indirect interests will be rated by a Xxxxx’x, Standard & Poor’s or one or more other rating agencyagencies (the “Rating Agencies”). The Loan Parties Borrowers shall cooperate reasonably cooperate with the Lender Parties such Lenders and their affiliates to effect the any such Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders such Lenders, in connection with the Securitization; , provided that (i) any such amendment or additional documentation does not impose material additional costs on Borrower and the Borrowers, (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations (including administrative duties or reporting obligations), of Borrower the Borrowers under the Loan Credit Documents or change or affect in a manner adverse to Borrower the Borrowers the financial terms of the LoansObligations, and (b) providing such information as may be reasonably requested by the Lenders or rating agencies such Lenders, in connection with the rating of the Loans Obligations or the Securitization, and (c) providing in connection with any rating of the Obligations, a certificate (i) agreeing to indemnify such Lenders and any of their affiliates, any of the Lender PartiesRating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lender Parties such Lenders, their affiliates or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Credit Document or in any writing delivered by or on behalf of any Loan Party the Borrowers and their respective affiliates to the Lender Partiers Agent or one or more Lenders in connection with any Loan Credit Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, misleading and such indemnity shall survive any transfer by the such Lenders or their successors or assigns of the LoansObligations, and (ii) agreeing to reimburse the Lender Parties such Lenders and the any of their affiliates and other Securitization Parties for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities; and (d) providing such information regarding the Borrowers, the Guarantors, the Collateral and other property, assets and business of the Borrowers and the Guarantors (including appraisals and valuations) as may be reasonably requested by such Lenders or their successors or assignees.
Appears in 2 contracts
Samples: Credit Agreement (Chiquita Brands International Inc), Credit Agreement (Chiquita Brands International Inc)
Securitization. In addition to any other assignment permitted pursuant to this Section, The Loan Parties hereby acknowledge that (x) the Lenders, Lenders and their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (a “Securitization”) through the pledge of the Loans as collateral security for loans to a Lender Party the Lenders or their Affiliates or through the sale of the Loans or the assignment or issuance of direct or indirect interests in the Loans (such asLoans, for instance, collateralized loan obligations), and (y) such Securitization may which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by a Mxxxx’x, Standard & Poor’s or one or more other rating agencyagencies (the “Rating Agencies”). The Loan Parties shall reasonably cooperate with the Lender Parties Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization; , provided that (i) any such amendment or additional documentation does not impose material additional costs on Borrower the Loan Parties and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of Borrower the Loan Parties under the Loan Documents or change or affect in a manner adverse to Borrower the Loan Parties the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lender PartiesLenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lender Parties Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, Loans and (ii) agreeing to reimburse the Lender Parties Lenders and the other Securitization Parties their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.
Appears in 1 contract
Securitization. In addition to any other assignment permitted pursuant to this Section, The Loan Parties hereby acknowledge that (x) the Lenders, Lenders and their Affiliates and Approved Funds (“Lender Parties”) related funds may sell or securitize the Loans (a “Securitization”) through the pledge of the Loans as collateral security for loans to a Lender Party the Lenders or their Affiliates or related funds, through the sale of the Loans or the assignment or issuance of direct or indirect interests in the Loans (such asLoans, for instance, collateralized loan obligations), and (y) such Securitization may which loans to the Lenders or their Affiliates or related funds or direct or indirect interests will be rated by a Xxxxx’x, S&P or one or more other rating agencyagencies (the “Rating Agencies”). The Loan Parties shall reasonably cooperate with the Lender Parties Lenders and their Affiliates and related funds to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization; provided that (i) any such amendment or additional documentation does not impose material additional costs on Borrower the Loan Parties; and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of Borrower the Loan Parties under the Loan Documents or change or affect in a manner adverse to Borrower the Loan Parties the financial terms of the Loans, ; (b) providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the rating of the Loans or the Securitization, ; and (c) providing in connection with any rating of the Loans a certificate (i1) agreeing to indemnify the Lender PartiesLenders and their Affiliates and related funds, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lender Parties Lenders, their Affiliates or related funds or such Securitization Parties may become subject insofar as the Securitization Liabilities such losses, claims, damages or liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in this Credit Agreement, any other Loan Document Document, any other Acquisition Agreement or any other Station Agreement or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers in connection with any Loan Document Lenders pursuant to this Credit Agreement or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading (the “Securitization Liabilities”), and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, ; and (ii2) agreeing to reimburse the Lender Parties Lenders and their Affiliates and related funds and the other Securitization Parties for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.. 128
Appears in 1 contract
Securitization. In addition to The Borrower hereby acknowledges that the Lender and any other assignment permitted pursuant to this Section, Loan Parties hereby acknowledge that (x) the Lenders, their of its Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (a “"Securitization”") through the pledge of the such Loans as collateral security for loans to a the Lender Party or its Affiliates or through the sale of the Loans or the assignment or issuance of direct or indirect interests in the Loans (such asLoans, for instance, collateralized loan obligations), and (y) such Securitization may which loans to the Lender or its Affiliate or direct or indirect interests will be rated by a Xxxxx'x, Standard & Poor's or one or more other rating agencyagencies (the "Rating Agencies"). The Loan Parties Borrower shall reasonably cooperate with the Lender Parties and its Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders Lender, any of the Rating Agencies, or any party providing credit support or otherwise participating in connection with the Securitization; Securitization (collectively, "Securitization Parties"), provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower under the Loan Documents or change or affect in a manner adverse to the Borrower the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders Lender, any Rating Agency or rating agencies other Securitization Party in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lender Parties, or and any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity (collectively, the “of its Affiliates and other Securitization Parties”) Parties for any losses, claims, damages or liabilities (the “Securitization "Liabilities”") to which the Lender Parties Lender, its Affiliates or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon (solely as relates to the Borrower, the other Loan Parties, their Affiliates, their assets, property or business or their obligations to the Lender), any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party the Borrower and its Affiliates to the Lender Partiers in connection with any Loan Document Document, or arise out of or are based upon (solely as relates to the Borrower, the other Loan Parties, their Affiliates, their assets, property or business or their obligations to the Lender), the omission or alleged omission to state therein a material fact required to be stated therein, in such sections or necessary in order to make the statements thereinin such sections, in light of the circumstances under which they were made, not misleading, misleading and such indemnity shall survive any transfer by the Lenders Lender or their its successors or assigns of the Loans, Loans and (ii) agreeing to reimburse the Lender Parties and the any of its Affiliates and other Securitization Parties for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities, (d) making such representations, warranties and covenants with respect to the Borrower, the other Loan Parties and their Affiliates, and their property, as may be reasonably requested by the Rating Agencies or other Securitization Liabilities.Parties, but which do not materially adversely affect the rights, increase the monetary obligations or materially increase the other obligations, of the Borrower under the Loan Documents, and (e) providing such information regarding the Borrower and its Subsidiaries and Affiliates, the Collateral and other property, assets and business of the Loan Parties (including appraisals and valuations) as may be reasonably requested by the Rating Agencies and other Securitization Parties. ARTICLE III
Appears in 1 contract
Securitization. In addition to any other assignment permitted pursuant to this Section, Loan Parties The Borrower hereby acknowledge acknowledges that (x) the Lenders, Lenders and their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (a “Securitization”) through the pledge of the Loans as collateral security for loans to a Lender Party the Lenders or their Affiliates or through the sale of the Loans or the assignment or issuance of direct or indirect interests in the Loans (such asLoans, for instance, collateralized loan obligations), and (y) such Securitization may which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by a Mxxxx’x, Standard & Poor’s or one or more other rating agencyagencies (the “Rating Agencies”). The Loan Parties Borrower shall reasonably cooperate with the Lender Parties Lenders and their Affiliates to effect the Securitization including, without limitation, including by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization; provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower under the Loan Documents or change or affect in a manner adverse to the Borrower the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lender PartiesLenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lender Parties Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the any Agent or Lender Partiers in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, Loans and (ii) agreeing to reimburse the Lender Parties Agents, the Lenders and the other Securitization Parties their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.
Appears in 1 contract
Samples: Financing Agreement (Spheris Inc.)
Securitization. In addition to any other assignment permitted pursuant to this Section, Each Borrower hereby acknowledges that each Lender with a Term Loan Parties hereby acknowledge that (x) the Lenders, their and each of its Affiliates and Approved Related Funds (“Lender Parties”) may sell or securitize the Loans Term Loan (a “Securitization”) through the pledge of the Loans Term Loan as collateral security for loans to a such Lender Party or its Affiliates or Related Funds or through the sale of the Term Loan or the assignment or issuance of direct or indirect interests in the Loans (Term Loan, which loans to such as, for instance, collateralized loan obligations), and (y) such Securitization may Lender or its Affiliates or Related Funds or direct or indirect interests will be rated by a Xxxxx’x, S&P’s or one or more other rating agencyagencies (the “Rating Agencies”). The Loan Parties shall reasonably Each Borrower agrees to cooperate with the Lender Parties such Lenders and their Affiliates and Related Funds to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the such Lenders in connection with the Securitization; , provided that (i) any such amendment or additional documentation does not impose material additional costs on Borrower Borrowers, and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of such Borrower under the Loan Documents or change or affect in a manner adverse to such Borrower the financial terms of the LoansTerm Loan, (b) providing such information as may be reasonably requested by the such Lenders or rating agencies in connection with the rating of the Loans Term Loan or the Securitization, and (c) providing in connection with any rating of the Term Loan, a certificate (i) agreeing to indemnify such Lenders and any of their Affiliates and Related Funds, any of the Lender PartiesRating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lender Parties such Lenders or any of their Affiliates or Related Funds, or such Securitization Parties Parties, may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement a breach of any material fact the representation and warranty contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the LoansSection 4.15, and (ii) agreeing to reimburse the Lender Parties such Lenders and the other their Affiliates and Related Funds, and such Securitization Parties Parties, for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities. Notwithstanding the foregoing, this Section 2.17 is subject to Agent’s and the Required Lenders’ rights and obligations under Sections 13 and 14 hereof in all respects and, in the event of a direct conflict between this Section 2.17 and any provision of Section 13 or 14 with respect to Agent’s and the Required Lenders’ rights and obligations, it is the intent of the parties that the applicable provision of Section 13 or 14 shall control and govern.
Appears in 1 contract
Securitization. In addition to any other assignment permitted pursuant to this Section, Loan Parties The Borrower hereby acknowledge acknowledges that (x) the Lenders, Lenders and their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (a “Securitization”) through the pledge of the Loans as collateral security for loans to a Lender Party the Lenders or their Affiliates or through the sale of the Loans or the assignment or issuance of direct or indirect interests in the Loans (such asLoans, for instance, collateralized loan obligations), and (y) such Securitization may which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by a Xxxxx’x, Standard & Poor’s or one or more other rating agencyagencies (the “Rating Agencies”). The Loan Parties Borrower shall reasonably cooperate with the Lender Parties Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization; , provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower under the Loan Documents or change or affect in a manner adverse to the Borrower the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lender PartiesLenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lender Parties Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, Loans and (ii) agreeing to reimburse the Lender Parties Lenders and the other Securitization Parties their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.
Appears in 1 contract
Securitization. In addition to any other assignment permitted pursuant to this Section, The Loan Parties hereby acknowledge that (x) the Lenders, Lenders and their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (a “"Securitization”") through the pledge of the Loans as collateral security for loans to a Lender Party the Lenders or their Affiliates or through the sale of the Loans or the assignment or issuance of direct or indirect interests in the Loans (such asLoans, for instance, collateralized loan obligations), and (y) such Securitization may which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by a Moody's, Standard & Poor's or one or more other rating agencyagencies (the "Xxxxxx Agencies"). The Loan Parties shall reasonably cooperate with the Lender Parties Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization; , provided that (i) any such amendment or additional documentation does not impose material additional costs on Borrower the Loan Parties and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of Borrower the Loan Parties under the Loan Documents or change or affect in a manner adverse to Borrower the Loan Parties the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lender PartiesLenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “"Securitization Parties”) "), in a manner that is customary for such transactions, for any losses, claims, damages or liabilities (the “Securitization "Liabilities”") to which the Lender Parties Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, Loans and (ii) agreeing to reimburse the Lender Parties Lenders and the other Securitization Parties their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.
Appears in 1 contract
Securitization. In addition to any other assignment permitted pursuant to this Section, Loan Parties The Borrower hereby acknowledge acknowledges that (x) the Lenders, Lenders and their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (a “"Securitization”") through the pledge of the Loans as collateral security for loans to a Lender Party the Lenders or their Affiliates or through the sale of the Loans or the assignment or issuance of direct or indirect interests in the Loans (such asLoans, for instance, collateralized loan obligations), and (y) such Securitization may which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by a Xxxxx'x, Standard & Poor's or one or more other rating agencyagencies (the "Rating Agencies") at the Administrative Agent's request. The Loan Parties Borrower shall reasonably cooperate with the Lender Parties Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization; , provided that (i) any such amendment or additional documentation does not impose material any additional costs on the Borrower other than immaterial transaction costs and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of Borrower under the Loan Documents or change or affect in a manner adverse to the Borrower the financial terms of the Loans, or materially adversely affect the other rights, or materially increase the other obligations, of the Loan Parties under the Loan Documents, (b) providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the any rating of the Loans or the Securitization, subject to the right to withhold proprietary information and provided that no projections be included in any offering material or otherwise disclosed, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lender PartiesLenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “Securitization "Liabilities”") to which the Lender Parties Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement violation of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingSection 6.01(p)herein, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, Loans and (ii) agreeing to reimburse the Lender Parties Lenders and the other Securitization Parties their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.
Appears in 1 contract
Securitization. In addition (A) Lender, at its option, may elect to effect a Securitization of all or any other assignment permitted pursuant to this Section, Loan Parties hereby acknowledge that (x) the Lenders, their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (a “Securitization”) through the pledge portion of the Loans Loan. In such event and upon request by Lender to seek to effect such a Securitization, Borrower shall promptly as collateral security for loans to a reasonably practicable thereafter cooperate in all reasonable respects with Lender Party or the assignment or issuance of direct or indirect interests in the Loans (such as, for instance, collateralized loan obligations), and (y) such Securitization may be rated by a rating agency. The Loan Parties shall reasonably cooperate connection with the Lender Parties Securitization to effect the Securitization including, without limitation, by (a) amending amend this Agreement and the other Loan Documents, and executing to execute such additional documents, as in order to bifurcate the Loan into two or more constituent loans, to terminate any cross-default provisions with respect to any other loan to the extent reasonably requested by the Lenders in connection with the Securitization; provided that (i) any such amendment or additional documentation does not impose material additional costs on Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rightsLender, or materially increase the obligations, of Borrower under the Loan Documents or change or affect in a manner adverse to Borrower the financial terms of the Loans, (b) providing effect such information other changes as may be reasonably requested by the Lenders necessary or rating agencies desirable in connection with a Securitization or requested by a Rating Agency, provided, however, in each such instance (i) the rating outstanding principal balance of all the resulting notes evidencing the Loan (or components of such notes) immediately after the effective date of such modification equals the outstanding principal balance of the Loans Loan immediately prior to such modification and the weighted average of the interest rates for all such notes (or components of such notes) immediately after the effective date of such modification equals the interest rate of the original Note immediately prior to such modification, (ii) neither Borrower, the other Borrower Parties nor Sponsor Affiliated Manager shall be required to enter into any modification or amendment to this Agreement or the Securitizationother Loan Documents or any other document, instrument or certificate if such modification, amendment, document, instrument or certificate would adversely affect or diminish the respective rights or increase their respective obligations and liabilities as presently set forth in this Agreement and in the other Loan Documents, in each case other than to a de minimis extent, and other than resulting from any componentization of the Loan pursuant to Section 13.6, including any “rate creep” that would occur as a result of applications of principal payments (whether voluntary, mandatory, involuntary or otherwise occurring, including without limitation partial prepayments associated with Property Releases and applications of Net Liquidation Proceeds After Debt Service) and/or upon occurrence and during the continuance of an Event of Default, and (ciii) providing a certificate (i) agreeing Borrower shall not be required to indemnify the Lender Parties, or incur any party providing credit support or otherwise participating costs and expenses in the Securitizationperformance of Borrower’s obligations under this Section 13.3(A) other than expenses of Borrower’s counsel, including any investors in a securitization entity (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lender Parties or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, accountants and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, and (ii) agreeing to reimburse the Lender Parties and the other Securitization Parties for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilitiesconsultants.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Strategic Storage Trust II, Inc.)
Securitization. In addition to any other assignment permitted pursuant to this Section, The Loan Parties hereby acknowledge that (x) the Lenders, Lenders and their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (a “"Securitization”") through the pledge of the Loans as collateral security for loans to a Lender Party the Lenders or their Affiliates, which loans to the assignment Lenders or issuance of direct or indirect interests in the Loans (such as, for instance, collateralized loan obligations), and (y) such Securitization may their Affiliates will be rated by a Moody's, Standard & Poor's or one or more other rating agencyagencies (the "Xxxxxg Agencies"). The Loan Parties shall reasonably cooperate cooperate, at the Lender's cost, with the Lender Parties Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization; , provided that (i) any such amendment or additional documentation does not impose material additional costs on Borrower the Loan Parties and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of Borrower the Loan Parties under the Loan Documents or change or affect in a manner adverse to Borrower the Loan Parties the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lender PartiesLenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lender Parties or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, and (ii) agreeing to reimburse the Lender Parties and the other Securitization Parties for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.the
Appears in 1 contract
Samples: Financing Agreement (North Atlantic Trading Co Inc)
Securitization. In addition to any other assignment permitted pursuant to this Section, Loan Parties The Borrower and Guarantors hereby acknowledge that (x) the Lenders, Lenders and their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans Term Loan or the Advances (a “Securitization”) through the pledge of the Loans Term Loan or the Advances as collateral security for loans to a Lender Party the Lenders or their Affiliates or through the sale of the Term Loan or the assignment Advances or the issuance of direct or indirect interests in the Loans (such asTerm Loan or the Advances, for instance, collateralized loan obligations), and (y) such Securitization may which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by a Xxxxx’x, Standard & Poor’s or one or more other rating agencyagencies (the “Rating Agencies”). The Loan Parties Borrower and Guarantors shall reasonably cooperate with the Lender Parties Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization; provided that , providedthat (i) any such amendment or additional documentation does not impose material additional costs on the Borrower and Guarantors and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower and Guarantors under the Loan Documents or change or affect in a manner adverse to the Borrower and Guarantors the financial terms of the LoansTerm Loan or the Advances, (b) providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the rating of the Loans Term Loan, the Advances or the Securitization, and (c) providing in connection with any rating of the Term Loan or the Advances a certificate (i) agreeing to indemnify the Lender PartiesLenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lender Parties Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party Borrower and Guarantors to the Lender Partiers Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, Term Loan or the Advances and (ii) agreeing to reimburse the Lender Parties Lenders and the other Securitization Parties their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.
Appears in 1 contract
Samples: Loan and Security Agreement (Northland Cranberries Inc /Wi/)
Securitization. In addition to any other assignment permitted pursuant to this Section, Loan Parties The Borrowers hereby acknowledge that (x) -------------- the Lenders, Lenders and any of their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (a “"Securitization”") through the pledge of the Loans as collateral security for -------------- loans to a Lender Party the Lenders or their Affiliates or through the sale of the Loans or the assignment or issuance of direct or indirect interests in the Loans (such asLoans, for instance, collateralized loan obligations), and (y) such Securitization may which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by a Xxxxx'x, Standard & Poor's or one or more other rating agencyagencies (the "Rating ------ Agencies"). The Loan Parties Borrowers shall reasonably cooperate with the Lender Parties Lenders and their Affiliates -------- to effect the Securitization Securitization, including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization; , provided that (i) any such amendment or additional documentation -------- ---- does not impose material additional costs on Borrower the Borrowers and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of Borrower the Borrowers under the Loan Documents or change or affect in a manner adverse to Borrower the Borrowers the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lender PartiesLenders and any of their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “"Securitization Parties”") ---------------------- for any losses, claims, damages or liabilities (the “Securitization "Liabilities”") to which the Lender Parties ----------- Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, misleading and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, Loans and (ii) agreeing to reimburse the Lender Parties Lenders and the other Securitization Parties any of their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.
Appears in 1 contract
Samples: Financing Agreement (Lernout & Hauspie Speech Products Nv)
Securitization. In addition to any other assignment permitted pursuant to this Section, The Loan Parties hereby acknowledge that (x) the Lenders, Senior Lenders and their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Senior Loans (a “"Securitization”") through the pledge of the Senior Loans as collateral security for loans to a Lender Party the Senior Lenders or their Affiliates or through the sale of the Senior Loans or the assignment or issuance of direct or indirect interests in the Loans (such asSenior Loans, for instance, collateralized loan obligations), and (y) such Securitization may which loans to the Senior Lenders or their Affiliates or direct or indirect interests will be rated by a Moody's, Standard & Poor's or one or more other rating agencyagencies (the "Xxxxxx Agencies"). The Loan Parties shall reasonably cooperate with the Lender Parties Senior Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Senior Lenders in connection with the Securitization; , provided that (i) any such amendment or additional documentation does not impose material additional costs on Borrower the Loan Parties and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of Borrower the Loan Parties under the Loan Documents or change or affect in a manner adverse to Borrower the Loan Parties the financial terms of the Senior Loans, (b) providing such information as may be reasonably requested by the Senior Lenders or rating agencies in connection with the rating of the Senior Loans or the Securitization, and (c) providing in connection with any rating of the Senior Loans a certificate (i) agreeing to indemnify the Lender PartiesSenior Lenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “Securitization "Liabilities”") to which the Lender Parties Senior Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers Senior Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Senior Lenders or their successors or assigns of the Loans, Senior Loans and (ii) agreeing to reimburse the Lender Parties Senior Lenders and the other Securitization Parties their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.
Appears in 1 contract
Securitization. In addition to The Borrower hereby acknowledges that the Lenders and any other assignment permitted pursuant to this Section, Loan Parties hereby acknowledge that (x) the Lenders, of their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (a “Securitization”"SECURITIZATION") through the pledge of the Loans as collateral security for loans to a Lender Party the Lenders or their Affiliates or through the sale of the Loans or the assignment or issuance of direct or indirect interests in the Loans (such asLoans, for instance, collateralized loan obligations), and (y) such Securitization may which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by a Moodx'x, Xxandard & Poor's or one or more other rating agencyagencies (the "RATING AGENCIES"). The Loan Parties Borrower shall reasonably cooperate with the Lender Parties Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization; provided that , PROVIDED THAT (i) any such amendment or additional documentation does not impose material additional costs on the Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower under the Loan Documents or change or affect in a manner adverse to the Borrower the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lender PartiesLenders and any of their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “Securitization Parties”"SECURITIZATION PARTIES") for any losses, claims, damages or liabilities (the “Securitization Liabilities”THE "LIABILITIES") to which the Lender Parties Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party the Borrower and its Affiliates to the Lender Partiers Lenders in connection with any Loan Document or arise 30 37 out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, misleading and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, Loans and (ii) agreeing to reimburse the Lender Parties Lenders and the other Securitization Parties any of their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization such Liabilities.
Appears in 1 contract
Securitization. In addition to any other assignment permitted pursuant to this Section, The Loan Parties hereby acknowledge that (x) the Lenders, Lenders and their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans Term Loan (a “"Securitization”") through the pledge of the Loans Term Loan as collateral security for loans to a Lender Party the Lenders or their Affiliates or through the sale of the Term Loan or the assignment or issuance of direct or indirect interests in the Loans (such asTerm Loan, for instance, collateralized loan obligations), and (y) such Securitization may which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by a Xxxxx'x, Standard & Poor's or one or more other rating agencyagencies (the "Rating Agencies"). The Loan Parties shall reasonably cooperate with the Lender Parties Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization; , provided that (i) any such amendment or additional documentation does not impose material additional costs on Borrower the Loan Parties and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of Borrower the Loan Parties under the Loan Documents or change or affect in a manner adverse to Borrower the Loan Parties the financial terms of the LoansTerm Loan, (b) providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the rating of the Loans Term Loan or the Securitization, and (c) providing in connection with any rating of the Term Loan a certificate (i) agreeing to indemnify the Lender PartiesLenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “Securitization "Liabilities”") to which the Lender Parties Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, Term Loan and (ii) agreeing to reimburse the Lender Parties Lenders and the other Securitization Parties their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.
Appears in 1 contract
Securitization. In addition to Borrower hereby acknowledges that Lender, any other assignment permitted pursuant to this Sectionof its Affiliates, Loan Parties hereby acknowledge that (x) the Lendersits successors or assigns, their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (a “Securitization”) Loan through the pledge issuance of the Loans as collateral security for loans to a Lender Party or the assignment or issuance of direct or indirect interests in the Loans (such asCertificates, for instance, collateralized loan obligations), and (y) such Securitization may which will be rated by a rating agencythe Rating Agencies (the "Securitization"). The Loan Parties shall reasonably Borrower agrees that it will cooperate fully with Lender and the Rating Agencies in connection with the Lender Parties to effect the Securitization Securitization, including, without limitationbut not limited to, by (a) amending this Agreement and entering into nonmaterial amendments to the other Loan Documents, and executing such additional documents, as reasonably requested Documents to the extent required by the Lenders Rating Agencies or otherwise in connection with the Securitization; provided that (ib) any such amendment or additional documentation does not impose material additional costs on Borrower and (ii) any such amendment or additional documentation does not materially adversely affect assisting in the rights, or materially increase the obligations, preparation of Borrower under offering documents describing the Loan Documents or change or affect and the Securitization in a manner adverse to Borrower that satisfies the financial terms requirements of the Loansapplicable federal and state securities laws, by (bwithout limitation) (i) providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the rating of the Loans or the Securitization, and (c) providing a certificate (i) agreeing to indemnify the Lender Parties, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lender Parties or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, therewith and (ii) agreeing to reimburse the Lender Parties acting reasonably and the other Securitization Parties for any legal or other expenses reasonably incurred by such Persons promptly in connection with defending its review and approval of the relevant portions of the offering documents; (c) causing to be rendered such customary opinion letters as shall be requested by the Rating Agencies, including, without limitation, an opinion letter in substantially the form attached hereto as Exhibit N (subject to changes in law or fact after the date hereof and further subject to changes requested by the Rating Agencies (to the extent such changes are consistent with applicable law or facts)) and an opinion letter from each real estate counsel to Borrower stating that the assignment of the Loan and the Loan Documents to Trustee is enforceable; (d) representing that as of the Securitization Liabilities.Closing Date (i) the Principal Indebtedness does not exceed 125% of the Tax Fair Market Value of the Mortgaged Property and (ii) the fair market value of any personal property or other property that is part of the Mortgaged Property that is not "qualifying real property" within the meaning of Treasury Regulation Section 1.593-11(b) does not exceed the excess, if any, of the Tax Fair Market Value of the Mortgaged Property over the Principal Indebtedness, and providing Lender with any supporting materials reasonably requested by Lender; and (e) at reasonable times and upon reasonable notice, showing potential Certificateholders the
Appears in 1 contract
Securitization. In addition to any other assignment permitted pursuant to this Section, Loan Parties Each of Borrower and each Guarantor hereby acknowledge acknowledges that (x) the Lenders, Lenders and each of their Affiliates and Approved Related Funds (“Lender Parties”) may sell or securitize the Loans Borrowings (a “Securitization”) through the pledge of the Loans Borrowings as collateral security for loans to a Lender Party such Lenders or their Affiliates or Related Funds or through the sale of the Borrowings or the assignment or issuance of direct or indirect interests in the Loans (Borrowings, which loans to such as, for instance, collateralized loan obligations), and (y) such Securitization may Lenders or their Affiliates or Related Funds or direct or indirect interests will be rated by a Xxxxx’x, Standard & Poor’s or one or more other rating agencyagencies (the “Rating Agencies”). The Loan Parties Each of Borrower and each Guarantor shall reasonably use commercially reasonable efforts to cooperate with the Lender Parties such Lenders and their Affiliates and Related Funds to effect the Securitization includingSecuritization, without limitation, including by (a) amending this Agreement and the other Loan Documents, and (b) executing such additional documents, as reasonably requested by the such Lenders in connection with order to effect the Securitization; , provided that (i) any such amendment cooperation, amendment, or additional documentation does not impose material any additional costs (other than de minimis costs) on Borrower and or any Guarantor, (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of Borrower or any Guarantor under the Loan Documents or change or affect in a manner adverse to Borrower or any Guarantor the financial terms of the LoansBorrowings or add more restrictive covenants or defaults, and (iii) such amendment or additional documentation does not require Borrower or any Guarantor to (x) take any action which would be illegal or would breach any contractual obligation of Borrower or any Guarantor existing prior to the Closing Date or (y) indemnify any Person other than the Agent and the Lenders, (bc) providing such information as may be reasonably requested by the such Lenders or rating agencies in connection with the rating of the Loans Borrowings or the Securitization, and (cd) providing in connection with any rating of the Borrowings a certificate (i) agreeing to indemnify such Lenders and any of their Affiliates and Related Funds, any of the Lender PartiesRating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lender Parties such Lenders or any of their Affiliates or Related Funds, or such Securitization Parties Parties, may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement a breach of any material fact the representation and warranty contained in any Loan Document Section 4.18 (as if such representation or in any writing delivered by or on behalf of any Loan Party warranty were made to the Lender Partiers in connection with any Loan Document or arise out best of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, Borrower’s and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loanseach Guarantor’s knowledge), and (ii) agreeing to reimburse the Lender Parties such Lenders and the other their Affiliates and Related Funds, and such Securitization Parties Parties, for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.
Appears in 1 contract
Securitization. In addition to Borrower hereby acknowledges that Lender, any other assignment permitted pursuant to this Sectionof its Affiliates, Loan Parties hereby acknowledge that (x) the Lendersits successors or assigns, their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (a “Securitization”) Loan through the pledge issuance of the Loans as collateral security for loans to a Lender Party or the assignment or issuance of direct or indirect interests in the Loans (such asCertificates, for instance, collateralized loan obligations), and (y) such Securitization may which will be rated by a rating agencythe Rating Agencies. The Loan Parties shall reasonably Borrower agrees that it will cooperate fully with Lender and the Rating Agencies in connection with the Lender Parties to effect the Securitization Securitization, including, without limitationbut not limited to, by (a) amending this Agreement and entering into nonmaterial amendments to the other Loan Documents, and executing such additional documents, as reasonably requested Basic Documents to the extent required by the Lenders Rating Agencies or otherwise in connection with the Securitization; provided that (ib) any such amendment or additional documentation does not impose material additional costs on Borrower and (ii) any such amendment or additional documentation does not materially adversely affect assisting in the rights, or materially increase the obligations, preparation of Borrower under offering documents describing the Loan Documents or change or affect and the Securitization in a manner adverse to Borrower that satisfies the financial terms requirements of the Loansapplicable federal and state securities laws, by (bwithout limitation) (i) providing such information as may be requested in connection therewith and (ii) acting reasonably and promptly in connection with its review and approval of the relevant portions of the offering documents; (c) causing to be rendered such customary opinion letters (including, without limitation, with respect to substantive nonconsolidation) as shall be requested by the Rating Agencies, and an opinion letter from each real estate counsel to Borrower stating that the assignment of the Loan and the Basic Documents to Trustee is enforceable; (d) representing that as of the Securitization Closing Date (i) the Tax Fair Market Value of each Collateral Property is equal to or greater than the Allocated Loan Amount for such Collateral Property and (ii) the aggregate Tax Fair Market Value of the Collateral Properties is equal to or exceeds the Principal Indebtedness, and providing Lender with any supporting materials reasonably requested by Lender; (e) re-making the Lenders representations and warranties contained in the Basic Documents as of the Securitization Closing Date; and (f) obtaining a comfort letter from a nationally recognized accounting firm in connection with financial information relating to Borrower or rating agencies the Collateral Properties which is presented in the offering documents. Borrower agrees that Lender shall have the right in its sole discretion in connection with the rating Securitization to replace the Administrative Agent with the Servicer (or any entity which acts as a sub-servicer) under the Pooling and Servicing Agreement. Borrower agrees to pay its pro rata share of the Loans or third party fees and expenses in connection with the Securitization, including, but not limited to, legal fees and (c) disbursements, accounting fees, third-party due diligence expenses, Rating Agency fees and expenses, the costs of providing a certificate (i) agreeing appraisals, environmental reports and engineering reports as required by the Rating Agencies, Lender's out-of-pocket costs and any servicing, Trustee or special servicing fees and expenses. On the Closing Date, Borrower shall pay to indemnify Lender the sum of $100,000, which shall be held by Lender Partiesand applied to the first $100,000 of Borrower's pro rata share of the costs described above; and if the aggregate amount of the costs are less than $100,000, or then any party providing credit support or otherwise participating in excess shall be returned to Borrower. In connection with the Securitization, including any investors Lender intends to use the engineering and environmental reports provided for in a securitization entity (collectivelySection 6.01, updated as necessary due to the “Securitization Parties”) age of such reports, to the extent permitted by the Rating Agencies. Lender shall provide Borrower with an itemized xxxx of the expenses for any losses, claims, damages which it seeks reimbursement from Borrower. On or liabilities (the “Securitization Liabilities”) prior to which the Lender Parties or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out Closing Date, Borrower shall execute and deliver to Lender an instrument (in form and substance reasonably satisfactory to Lender and Borrower) indemnifying and holding Lender and its controlling Persons and Affiliates harmless against all costs, expenses and damages incurred by Lender and its controlling Persons and Affiliates (including, without limitation, all liabilities under all applicable federal and state securities laws) as a direct result of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any Loan Document or in any writing delivered by such offering documents based on information provided by, or on behalf of, Borrower which describes Borrower, the General Partner, the Lessee, the REIT, the Collateral Properties (and the management thereof) or any aspect of this Loan, or as a result of any Loan Party to the Lender Partiers in connection with any Loan Document or arise out untrue statement of or are based upon the omission or alleged omission to state therein a material fact required in any of the financial statements of Borrower, the General Partner, the Lessee or the REIT incorporated into the offering documents or the failure to be stated thereininclude in such financial statements or in such offering documents any material fact relating to Borrower, or the General Partner, the Lessee, the REIT, the Collateral Properties (and the management thereof) and any aspect of the Loan necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that Borrower shall have had an opportunity to review and such indemnity shall survive any transfer by have approved the Lenders or their successors or assigns relevant portions of the Loansoffering documents. Borrower shall not indemnify Lender for any liability, and loss, cost or expense incurred as a result of the inclusion of any erroneous or misleading information in the offering documents, or the omission of material information from the offering documents, pertaining to Borrower, the General Partner, the Lessee, the REIT, the Collateral Properties (ii) agreeing to reimburse the Lender Parties and the other Securitization Parties management thereof) or any aspect of this Loan, if Borrower or its counsel shall have previously indicated in writing to Lender or its counsel the erroneous or misleading nature of such information or the omission of material information, as the case may be. Borrower shall not indemnify Lender for any legal liability, loss, cost or other expenses reasonably expense incurred by such Persons as a result of the inclusion of any erroneous or misleading information in connection with defending the Securitization Liabilitiesoffering documents, or the omission of material information from the offering documents, unrelated to Borrower, the General Partner, the REIT, the Lessee, the Collateral Properties (and the management thereof) or any aspect of the Loan.
Appears in 1 contract
Securitization. In addition to Borrower hereby acknowledges that Lender, any other assignment permitted pursuant to this Sectionof its Affiliates, Loan Parties hereby acknowledge that (x) the Lendersits successors or assigns, their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (a “Securitization”) Loan through the pledge issuance of the Loans as collateral security for loans to a Lender Party or the assignment or issuance of direct or indirect interests in the Loans (such asCertificates, for instance, collateralized loan obligations), and (y) such Securitization may which will be rated by a rating agencythe Rating Agencies (the "Securitization"). The Loan Parties shall reasonably Borrower agrees that it will use its commercially reasonable efforts to cooperate fully with Lender and the Rating Agencies in connection with the Lender Parties to effect the Securitization Securitization, including, without limitationbut not limited to, by (a) amending this Agreement and entering into nonmaterial amendments to the other Loan DocumentsDocuments that do not materially adversely affect Borrower's rights or obligations thereunder, and executing such additional documents, as reasonably requested to the extent required by the Lenders Rating Agencies or otherwise in connection with the Securitization; provided that (ib) any such amendment or additional documentation does not impose material additional costs on Borrower and (ii) any such amendment or additional documentation does not materially adversely affect assisting in the rights, or materially increase the obligations, preparation of Borrower under offering documents describing the Loan Documents or change or affect and the Securitization in a manner adverse to Borrower that satisfies the financial terms requirements of the Loansapplicable federal and state securities laws, by (bi) providing such information with respect to Borrower, its Affiliates, the Individual Properties (or the management thereof) or the Loan as may be reasonably requested in connection therewith and (ii) acting reasonably and promptly in connection with its review and approval of the portions of the offering documents pertaining to Borrower, its Affiliates, the Individual Properties (or the management thereof) or the Loan; (c) causing to be rendered an opinion letter in substantially the form attached hereto as Exhibit N (subject to changes in law or fact after the date hereof and further subject to changes requested by the Lenders Rating Agencies (to the extent such changes are consistent with applicable law or rating agencies facts)) and an opinion letter from Xxxxxxx, Xxxxx & Xxxxxx to Borrower stating that the assignment of the Loan and the Loan Documents to Trustee is enforceable; (d) representing that as of the Securitization Closing Date (i) the Principal Indebtedness does not exceed 125% of the Tax Fair Market Value of the Mortgaged Property and (ii) the fair market value of any personal property or other property that is part of the Mortgaged Property that is not "qualifying real property" within the meaning of Treasury Regulation ss.1.593-11(b) does not exceed the excess, if any, of the Tax Fair Market Value of the Mortgaged Property over the Principal Indebtedness, and providing Lender with any supporting materials reasonably requested by Lender; and (e) at reasonable times and upon reasonable notice, showing potential Certificateholders the Individual Properties. Borrower agrees to reimburse its pro rata share (based on the percentage of the aggregate loan amount included in the Securitization represented by the principal amount of the Loan) of reasonable third party fees and expenses in connection with the rating Securitization, including, but not limited to, reasonable legal fees and disbursements, third-party due diligence expenses, Rating Agency fees and expenses, the costs of providing appraisals, environmental reports and engineering reports as required by the Loans Rating Agencies, and any servicing, Trustee or special servicing fees and expenses, provided, however, that the third party fees and expenses to be reimbursed by Borrower shall not exceed the Securitization Expense Reserve Amount. In connection with the Securitization, Lender intends to use the Engineering Reports, the Environmental Reports and (c) providing a certificate (i) agreeing other third party reports, updated as necessary due to indemnify the age of such reports, to the extent permitted by the Rating Agencies. On the Closing Date, proceeds of the Loan in an amount equal to the Securitization Expense Reserve Amount shall be deposited into the Securitization Expense Sub-Account. Within 90 days from the Securitization Closing Date, Lender Partiesshall provide Borrower with an itemized xxxx of the third party fees and expenses for which it seeks reimbursement from Borrower. Within 10 days from its receipt of such xxxx, or any party providing credit support or otherwise participating Borrower shall have the right to request in writing to Lender an adjustment of such xxxx, which adjustment Lender may grant in its reasonable discretion based on the nature of this Loan and the costs associated with other loans in the Securitization. Within 30 days from the delivery of such xxxx (or within 30 days from the delivery of the adjusted xxxx, including any investors in a securitization entity (collectivelyas the case may be) to Borrower, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lender Parties or such Securitization Parties may become subject insofar as funds in the Securitization Liabilities arise out Expense Sub-Account shall be applied to reimburse Lender for such expenses, with any remaining funds in the Securitization Expense Sub-Account to be returned to Borrower on the next Payment Date. On or prior to the Securitization Closing Date, Borrower and MEI shall execute and deliver to Lender an instrument (in form and substance reasonably satisfactory to Lender, Borrower and MEI) indemnifying and holding Lender and its controlling Persons and Affiliates harmless against all costs, expenses and damages incurred by Lender and its controlling Persons and Affiliates (including, without limitation, all liabilities under all applicable federal and state securities laws) as a direct result of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in such offering documents based on information provided in writing by Borrower, MEI or their counsel which describes Borrower, MEI, their respective Affiliates, the Individual Properties (and the management thereof) or any Loan Document aspect of the Loan, or as a result of any untrue statement of material fact in any of the financial statements of Borrower, MEI or their respective Affiliates incorporated into the offering documents or the failure to include in such financial statements or in such offering documents any writing delivered by or on behalf of any Loan Party to the Lender Partiers in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required relating to be stated thereinBorrower, or MEI, their respective Affiliates, the Individual Properties (and the management thereof) and any aspect of the Loan necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that Borrower shall have had an opportunity to review and shall have approved in writing the relevant portions of the offering documents pertaining to Borrower, MEI, their respective Affiliates, the Individual Properties (or the management thereof) or the Loan; and provided, further, that Borrower shall have no such indemnity obligation with respect to information unrelated to Borrower, MEI, their respective Affiliates, the Individual Properties (and the management thereof) or the Loan. Borrower and MEI shall survive not indemnify Lender for any transfer by liability, loss, cost or expense incurred as a result of the Lenders inclusion of any erroneous or misleading information in the offering documents, or the omission of material information from the offering documents, pertaining to Borrower, MEI, their respective Affiliates, the Individual Properties (and the management thereof) or any aspect of the Loan, unless Borrower, MEI or their successors or assigns counsel shall have previously approved in writing such portions of the Loansoffering documents. Borrower and MEI shall not indemnify Lender for any liability, and loss, cost or expense incurred as a result of the inclusion of any erroneous or misleading information in the offering documents, or the omission of material information from the offering documents, unrelated to Borrower, MEI, their respective Affiliates, the Individual Properties (ii) agreeing to reimburse the Lender Parties and the management thereof) or any aspect of the Loan. On or prior to the Securitization Closing Date, Lender shall execute and deliver to Borrower an instrument (in form and substance reasonably satisfactory to Lender and Borrower) indemnifying and holding Borrower and its Affiliates harmless against all costs, expenses and damages (other Securitization Parties for any legal or other than consequential damages and costs and expenses reasonably specifically agreed by Borrower to be borne by it) incurred by them (including, without limitation, all liabilities under all applicable federal and state securities laws) caused by and directly relating to such Persons offering or the Securitization; provided, however, that such indemnification shall not apply if any such costs, expenses or damages arise out of or are based upon an untrue statement of a material fact or an omission to state a material fact in connection with defending the Securitization Liabilitiessuch offering documents or in Borrower's, MEI's or their Affiliates' financial statements for which Borrower is providing indemnification as provided above.
Appears in 1 contract
Samples: Loan Agreement (American Real Estate Investment Corp)
Securitization. In addition to any other assignment permitted pursuant to this Section, Loan Parties Each Borrower hereby acknowledge acknowledges that each Lender (xa “Securitizing Lender”) the Lenders, their and each of its Affiliates and Approved Related Funds (“Lender Parties”) may sell or securitize the Loans Obligations (a “Securitization”) through the pledge of the Loans Obligations as collateral security for loans to a such Securitizing Lender Party or its Affiliates or Related Funds or through the sale of the Obligations or the assignment or issuance of direct or indirect interests in the Loans (Obligations, which loans to such as, for instance, collateralized loan obligations), and (y) such Securitization may Securitizing Lender or its Affiliates or Related Funds or direct or indirect interests will be rated by a Xxxxx’x, S&P or one or more other rating agencyagencies (the “Rating Agencies”). The Loan Parties shall reasonably Each Borrower agrees to cooperate with the such Securitizing Lender Parties and its Affiliates and Related Funds to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders such Securitizing Lender in connection with the Securitization; , provided that (i) any such amendment or additional documentation does not impose material additional costs on Borrower Borrowers, and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of Borrower Borrowers under the Loan Documents or change or affect in a manner adverse to Borrower Borrowers the financial terms of any of the LoansObligations, (b) providing such information as may be reasonably requested by the Lenders or rating agencies such Securitizing Lender in connection with the rating of any of the Loans Obligations or the Securitization, and (c) providing in connection with any rating of any of the Obligations a certificate (i) agreeing to indemnify such Securitizing Lender and its Affiliates and Related Funds, any of the Lender PartiesRating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the such Securitizing Lender Parties or any of its Affiliates or Related Funds, or such Securitization Parties Parties, may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party Borrower to the Lender Partiers Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders such Securitizing Lender or their its successors or assigns of the Loans, Obligations and (ii) agreeing to reimburse the such Securitizing Lender Parties and the other its Affiliates and Related Funds, and such Securitization Parties Parties, for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.
Appears in 1 contract
Securitization. In addition to any other assignment permitted pursuant to this Section, Loan Parties The Borrower hereby acknowledge acknowledges that (x) the Lenders, Lenders and their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (a “Securitization”) through the pledge of the Loans as collateral security for loans to a Lender Party the Lenders or their Affiliates or through the sale of the Loans or the assignment or issuance of direct or indirect interests in the Loans (such asLoans, for instance, collateralized loan obligations), and (y) such Securitization may which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by a Mxxxx’x, S&P or one or more other rating agencyagencies (the “Rating Agencies”). The Loan Parties Borrower shall reasonably cooperate with the Lender Parties Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization; , provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower under the Loan Documents or change or affect in a manner adverse to the Borrower the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lender PartiesLenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lender Parties Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Loan Party Affiliate of the Borrower to the Lender Partiers Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, Loans and (ii) agreeing to reimburse the Lender Parties Lenders and the other Securitization Parties their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.
Appears in 1 contract
Securitization. In addition to any other assignment permitted pursuant to this Section, The Loan Parties hereby acknowledge that (x) the Lenders, Lenders and their Affiliates and Approved Funds (“Lender Parties”) may seek to sell or securitize the Loans (a “"Securitization”") through the pledge of the Loans as collateral security for loans to a Lender Party the Lenders or their Affiliates or through the sale of the Loans or the assignment or issuance of direct or indirect interests in the Loans (such asLoans, for instance, collateralized loan obligations), and (y) such Securitization may which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by a Xxxxx'x, Standard & Poor's or one or more other rating agencyagencies (the "Rating Agencies"). The Loan Parties shall reasonably cooperate with provide reasonable cooperation to the Lender Parties Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization; , provided that (i) any such amendment or additional documentation does not impose material additional costs (other than de minimus out-of-pocket expenses) on Borrower the Loan Parties and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of Borrower the Loan Parties under the Loan Documents or change or affect in a manner adverse to Borrower the Loan Parties the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the rating of the Loans or the Securitization, and (c) providing a certificate hereby agreeing (i) agreeing to indemnify the Lender PartiesLenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “Securitization "Liabilities”") to which the Lender Parties Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, Loans and (ii) agreeing to reimburse the Lender Parties Lenders and the other Securitization Parties their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.
Appears in 1 contract
Securitization. In addition to any other assignment permitted pursuant to this Section, The Loan Parties hereby acknowledge that (x) the Lenders, Lenders and their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans Term Loan (a “Securitization”"SECURITIZATION") through the pledge of the Loans Term Loan as collateral security for loans to a Lender Party the Lenders or their Affiliates or through the sale of the Term Loan or the assignment or issuance of direct or indirect interests in the Loans (such asTerm Loan, for instance, collateralized loan obligations), and (y) such Securitization may which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by a Moody's, Standard & Poor's or xxx xx more other rating agencyagencies (the "RATING AGENCIES"). The Loan Parties shall reasonably cooperate with the Lender Parties Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization; provided that , PROVIDED THAT (i) any such amendment or additional documentation does not impose material additional costs on Borrower the Loan Parties and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of Borrower the Loan Parties under the Loan Documents or change or affect in a manner adverse to Borrower the Loan Parties the financial terms of the LoansTerm Loan, (b) providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the rating of the Loans Term Loan or the Securitization, and (c) providing in connection with any rating of the Term Loan a certificate (i) agreeing to indemnify the Lender PartiesLenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “Securitization Parties”"SECURITIZATION PARTIES") for any losses, claims, damages or liabilities (the “Securitization Liabilities”"LIABILITIES") to which the Lender Parties Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, Term Loan and (ii) agreeing to reimburse the Lender Parties Lenders and the other Securitization Parties their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.
Appears in 1 contract
Securitization. In addition to any other assignment permitted pursuant to this Section, Loan Parties Borrowers hereby acknowledge that each Lender (xa “Securitizing Lender”) the Lenders, their and each of its Affiliates and Approved Related Funds (“Lender Parties”) may sell or securitize the Loans Term Loan (a “Securitization”) through the pledge of the Loans Term Loan as collateral security for loans to a such Securitizing Lender Party or its Affiliates or Related Funds or through the sale of the Term Loan or the assignment or issuance of direct or indirect interests in the Loans (Term Loan, which loans to such as, for instance, collateralized loan obligations), and (y) such Securitization may Securitizing Lender or its Affiliates or Related Funds or direct or indirect interests will be rated by a Xxxxx’x Investors Service, Inc., Standard & Poor’s Rating Group or one or more other rating agencyagencies (the “Rating Agencies”). The Loan Parties shall Each Borrower agrees to reasonably cooperate with the such Securitizing Lender Parties and its Affiliates and Related Funds to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, Other Documents and executing such additional documents, as reasonably requested by the Lenders such Securitizing Lender in connection with the Securitization; provided provided, that (i) any such amendment or additional documentation does not impose material additional costs on Borrower such Borrower, and (ii) any such amendment or additional documentation does not materially and adversely affect the rights, rights or materially increase the obligations, obligations of such Borrower under this Agreement or the Loan Other Documents or change or affect in a manner material and adverse to such Borrower the financial terms of the LoansTerm Loan, (b) providing such information as may be reasonably requested by the Lenders or rating agencies such Securitizing Lender in connection with the rating of the Loans Term Loan or the Securitization, and (c) providing in connection with any rating of the Term Loan a certificate (i) agreeing to indemnify such Securitizing Lender and any of its Affiliates and Related Funds, any of the Lender PartiesRating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the such Securitizing Lender Parties or any of its Affiliates or Related Funds, or such Securitization Parties Parties, may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in this Agreement or any Loan Other Document or in any writing delivered by or on behalf of any Loan Party Borrower to the Lender Partiers Lenders in connection with this Agreement or any Loan Document Other Document, taken as a whole, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were mademade and taken as a whole, not misleading, and such indemnity shall survive any transfer by the Lenders such Securitizing Lender or their its successors or assigns of the LoansTerm Loan, and (ii) agreeing to reimburse the such Securitizing Lender Parties and the other its Affiliates and Related Funds, and such Securitization Parties Parties, for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities. Notwithstanding the foregoing, no such Securitization by a Securitizing Lender shall release such Securitizing Lender from any of its obligations hereunder or substitute any pledgee, secured party or any other party to such Securitization for such Securitizing Lender as a party hereto.
Appears in 1 contract
Samples: Intercreditor Agreement (Empeiria Acquisition Corp)
Securitization. In addition to any other assignment permitted pursuant to this Section, Loan Parties Each Borrower hereby acknowledge acknowledges that (x) the Lenders, their each Lender and each of its Affiliates and Approved Related Funds (“Lender Parties”) may sell or securitize the Loans Term Loan (a “Securitization”) through the pledge of the Loans Term Loan as collateral security for loans to a such Lender Party or its Affiliates or Related Funds or through the sale of the Term Loan or the assignment or issuance of direct or indirect interests in the Loans (Term Loan, which loans to such as, for instance, collateralized loan obligations), and (y) such Securitization may Lender or its Affiliates or Related Funds or direct or indirect interests will be rated by a Xxxxx’x, S&P or one or more other rating agencyagencies (the “Rating Agencies”). The Loan Parties shall reasonably Each Borrower agrees to cooperate with the Lender Parties such Lenders and their Affiliates and Related Funds to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the such Lenders in connection with the Securitization; , provided that (i) any such amendment or additional documentation does not impose material additional costs on Borrower Borrowers, and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of such Borrower under the Loan Documents or change or affect in a manner adverse to such Borrower the financial terms of the LoansTerm Loan, (b) providing such information as may be reasonably requested by the such Lenders or rating agencies in connection with the rating of the Loans Term Loan or the Securitization, and (c) providing in connection with any rating of the Term Loan a certificate (i) agreeing to indemnify such Lenders and any of their Affiliates and Related Funds, any of the Lender PartiesRating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lender Parties such Lenders or any of their Affiliates or Related Funds, or such Securitization Parties Parties, may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement a breach of any material fact the representation and warranty contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the LoansSection 4.18, and (ii) agreeing to reimburse the Lender Parties such Lenders and the other their Affiliates and Related Funds, and such Securitization Parties Parties, for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities. Notwithstanding the foregoing, this Section 2.17 is subject to Agent’s and the Required Lenders’ rights and obligations under Sections 13 and 14 hereof in all respects and, in the event of a direct conflict between this Section 2.17 and any provision of Section 13 or 14 with respect to Agent’s and the Required Lenders’ rights and obligations, it is the intent of the parties that the applicable provision of Section 13 or 14 shall control and govern.
Appears in 1 contract
Securitization. In addition to any other assignment permitted pursuant to this Section, The Loan Parties hereby acknowledge that (x) the Lenders, Lenders and their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans Term Loan (a “Securitization”A "SECURITIZATION") through the pledge of the Loans Term Loan as collateral security for loans to a Lender Party the Lenders or their Affiliates or through the sale of the Term Loan or the assignment or issuance of direct or indirect interests in the Loans (such asTerm Loan, for instance, collateralized loan obligations), and (y) such Securitization may which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by a Xxxxx'x, Standard & Poor's or one or more other rating agencyagencies (the "RATING AGENCIES"). The Loan Parties shall reasonably cooperate with the Lender Parties Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization; provided that , PROVIDED THAT (i) any such amendment or additional documentation does not impose material additional costs on Borrower the Loan Parties and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of Borrower the Loan Parties under the Loan Documents or change or affect in a manner adverse to Borrower the Loan Parties the financial terms of the LoansTerm Loan, (b) providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the rating of the Loans Term Loan or the Securitization, and (c) providing in connection with any rating of the Term Loan a certificate (i) agreeing to indemnify the Lender PartiesLenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “Securitization Parties”"SECURITIZATION PARTIES") for any losses, claims, damages or liabilities (the “Securitization Liabilities”"LIABILITIES") to which the Lender Parties Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, Term Loan and (ii) agreeing to reimburse the Lender Parties Lenders and the other Securitization Parties their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.
Appears in 1 contract
Securitization. In addition to any other assignment permitted pursuant to this Section, The Loan Parties hereby acknowledge that (x) the Lenders, Lenders and their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (a “"Securitization”") through the pledge of the Loans as collateral security for loans to a Lender Party the Lenders or their Affiliates or through the sale of the Loans or the assignment or issuance of direct or indirect interests in the Loans (such asLoans, for instance, collateralized loan obligations), and (y) such Securitization may which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by a Moody's, Standard & Poor's or one or more other rating agencyagencies (txx "Xxxing Agencies"). The Loan Parties shall reasonably cooperate with the Lender Parties Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization; , provided that (i) any such amendment or additional documentation does not impose material additional costs on Borrower the Loan Parties and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of Borrower the Loan Parties under the Loan Documents or change or affect in a manner adverse to Borrower the Loan Parties the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lender PartiesLenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “Securitization "Liabilities”") to which the Lender Parties Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, Loans and (ii) agreeing to reimburse the Lender Parties Lenders and the other Securitization Parties their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.
Appears in 1 contract
Samples: Credit Agreement (KCS Energy Inc)
Securitization. In addition to any other assignment permitted pursuant to this Section, Loan Parties The Borrowers hereby acknowledge that (x) the Lenders, Lenders and any of their Affiliates and Approved Funds (“Lender Parties”) affiliates may sell or securitize the Loans Obligations (a “Securitization”) through the pledge of the Loans Obligations as collateral security for loans to a Lender Party such Lenders or their affiliates or through the sale of the Obligations or the assignment or issuance of direct or indirect interests in the Loans (Obligations, which loans to such as, for instance, collateralized loan obligations), and (y) such Securitization may Lenders or their affiliates or direct or indirect interests will be rated by a Mxxxx’x, Standard & Poor’s or one or more other rating agencyagencies (the “Rating Agencies”). The Loan Parties Borrowers shall cooperate reasonably cooperate with the Lender Parties such Lenders and their affiliates to effect the any such Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders such Lenders, in connection with the Securitization; , provided that (i) any such amendment or additional documentation does not impose material additional costs on Borrower and the Borrowers, (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations (including administrative duties or reporting obligations), of Borrower the Borrowers under the Loan Credit Documents or change or affect in a manner adverse to Borrower the Borrowers the financial terms of the LoansObligations, and (b) providing such information as may be reasonably requested by the Lenders or rating agencies such Lenders, in connection with the rating of the Loans Obligations or the Securitization, and (c) providing in connection with any rating of the Obligations, a certificate (i) agreeing to indemnify such Lenders and any of their affiliates, any of the Lender PartiesRating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lender Parties such Lenders, their affiliates or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Credit Document or in any writing delivered by or on behalf of any Loan Party the Borrowers and their respective affiliates to the Lender Partiers Agent or one or more Lenders in connection with any Loan Credit Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, misleading and such indemnity shall survive any transfer by the such Lenders or their successors or assigns of the LoansObligations, and (ii) agreeing to reimburse the Lender Parties such Lenders and the any of their affiliates and other Securitization Parties for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities; and (d) providing such information regarding the Borrowers, the Guarantors, the Collateral and other property, assets and business of the Borrowers and the Guarantors (including appraisals and valuations) as may be reasonably requested by such Lenders or their successors or assignees.
Appears in 1 contract
Samples: Credit Agreement (Chiquita Brands International Inc)
Securitization. In addition to any other assignment permitted pursuant to this Section, Loan Parties The Borrower hereby acknowledge acknowledges that (x) the Lenders, Lenders and their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (a “"Securitization”") through the pledge of the Loans as collateral security for loans to a Lender Party the Lenders or their Affiliates or through the sale of the Loans or the assignment or issuance of direct or indirect interests in the Loans (such asLoans, for instance, collateralized loan obligations), and (y) such Securitization may which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by a rating agencyMoody's, S&P or one or more othex xxxxxg agencies (the "Rating Agencies"). The Loan Parties Borrower shall reasonably cooperate with the Lender Parties Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization; , provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower under the Loan Documents or change or affect in a manner adverse to the Borrower the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lender PartiesLenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “Securitization "Liabilities”") to which the Lender Parties Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Loan Party Affiliate of the Borrower to the Lender Partiers Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, Loans and (ii) agreeing to reimburse the Lender Parties Lenders and the other Securitization Parties their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.
Appears in 1 contract
Samples: Credit Agreement (Gexa Corp)
Securitization. In addition to any other assignment permitted pursuant to this SectionBorrower hereby acknowledges that Lender, Loan Parties hereby acknowledge that (x) the Lendersits successors or assigns, their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (a “Securitization”) Loan or portions thereof in one or more transactions through the pledge of the Loans as collateral security for loans to a Lender Party or the assignment or issuance of direct or indirect interests in the Loans (such assecurities, for instance, collateralized loan obligations), and (y) such Securitization which securities may be rated by the Rating Agencies (each, a rating agency"Securitization"; and collectively, the "Securitizations"). The Loan Parties Borrower agrees that it shall reasonably cooperate with Lender and use Borrower's best efforts to facilitate the Lender Parties to effect the consummation of each Securitization including, without limitation, by by: (ai) amending or causing the amendment of this Agreement and the other Loan DocumentsDocuments (provided that such amendments shall not materially increase Borrower's obligations hereunder or thereunder), and executing such additional documents, instruments and agreements including amendments to Borrower's organizational documents and preparing financial statements as reasonably requested by the Lenders Rating Agencies to conform the terms of the Loan to the terms of similar loans underlying completed or pending securitized transactions having or seeking ratings similar to those then being sought in connection with the relevant Securitization; provided that (i) any such amendment or additional documentation does not impose material additional costs on Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of Borrower under the Loan Documents or change or affect in a manner adverse to Borrower the financial terms of the Loans, (b) promptly and reasonably providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the rating preparation of a private placement memorandum, prospectus or a registration statement required to privately place or publicly distribute the securities in a manner which does not conflict with federal or state securities laws; (iii) providing in connection with each of (a) a preliminary and a private placement memorandum or (b) a preliminary and final prospectus, as applicable, an indemnification certificate (x) certifying that Borrower has carefully examined such private placement memorandum, prospectus or registration statement, as applicable, including, without limitation, the sections entitled "Special Considerations," "Description of the Loans Mortgage Loan," "The Underlying Mortgaged Property," "The Manager," "Borrower" and "Certain Legal Aspects of the Mortgage Loan," and such sections (and any other sections requested) insofar as they relate to Borrower, its Affiliates, the Loan or the Securitization, and (c) providing a certificate (i) agreeing to indemnify the Lender Parties, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lender Parties or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon Facility do not contain any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required or omit to be stated therein, or state a material fact necessary in order to make the statements thereinmade, in the light of the circumstances under which they were made, not misleading; provided, and however, that Borrower shall not be required to indemnify Lender for any losses relating to untrue statements or omissions which Borrower identified to Lender in writing at the time of Borrower's examination of such indemnity shall survive any transfer by the Lenders memorandum or their successors or assigns of the Loansprospectus, as applicable, and (iiy) agreeing to reimburse indemnifying each Indemnified Party, the Lender Parties Issuer and the other Securitization Parties Advisor for any legal losses, claims, damages, costs, expenses or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.liabilities (including, without limitation, all liabilities under all applicable federal and state securities laws) (collectively, the
Appears in 1 contract
Securitization. In addition to any other assignment permitted pursuant to this Section, Loan Parties The Borrower hereby acknowledge acknowledges that (x) the Lenders, Lenders and their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (a “"Securitization”") through the pledge of the Loans as collateral security for loans to a Lender Party the Lenders or their Affiliates or through the sale of the Loans or the assignment or issuance of direct or indirect interests in the Loans (such asLoans, for instance, collateralized loan obligations), and (y) such Securitization may which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by a Moodx'x, Xxandard & Poor's or one or more other rating agencyagencies (the "Rating Agencies"). The Loan Parties Borrower shall reasonably cooperate with the Lender Parties Lenders and their Affiliates to effect the Securitization including, without limitation, including by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization; , provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower under the Loan Documents or change or affect in a manner adverse to the Borrower the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lender PartiesLenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “Securitization "Liabilities”") to which the Lender Parties Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party the Borrower to the Lender Partiers Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, Loans and (ii) agreeing to reimburse the Lender Parties Lenders and the other Securitization Parties their Affiliates for any reasonable legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.
Appears in 1 contract
Samples: Credit Agreement (Pen Holdings Inc)
Securitization. In addition to any other assignment permitted pursuant to this Section, Each Borrower hereby acknowledges that each Lender with a Term Loan Parties hereby acknowledge that (x) the Lenders, their and each of its Affiliates and Approved Related Funds (“Lender Parties”) may sell or securitize the Loans Term Loan (a “Securitization”) through the pledge of the Loans Term Loan as collateral security for loans to a such Lender Party or its Affiliates or Related Funds or through the sale of the Term Loan or the assignment or issuance of direct or indirect interests in the Loans (Term Loan, which loans to such as, for instance, collateralized loan obligations), and (y) such Securitization may Lender or its Affiliates or Related Funds or direct or indirect interests will be rated by a Xxxxx’x, S&P’s or one or more other rating agencyagencies (the “Rating Agencies”). The Loan Parties shall reasonably Each Borrower agrees to cooperate with the Lender Parties such Lenders and their Affiliates and Related Funds to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the such Lenders in connection with the Securitization; , provided that (i) any such amendment or additional documentation does not impose material additional costs on Borrower Borrowers, and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of such Borrower under the Loan Documents or change or affect in a manner adverse to such Borrower the financial terms of the LoansTerm Loan, (b) providing such information as may be reasonably requested by the such Lenders or rating agencies in connection with the rating of the Loans Term Loan or the Securitization, and (c) providing in connection with any rating of the Term Loan a certificate (i) agreeing to indemnify such Lenders and any of their Affiliates and Related Funds, any of the Lender PartiesRating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lender Parties such Lenders or any of their Affiliates or Related Funds, or such Securitization Parties Parties, may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement a breach of any material fact the representation and warranty contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the LoansSection 4.18, and (ii) agreeing to reimburse the Lender Parties such Lenders and the other their Affiliates and Related Funds, and such Securitization Parties Parties, for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities. Notwithstanding the foregoing, this Section 2.17 is subject to Agent’s and the Required Lenders’ rights and obligations under Sections 13 and 14 hereof in all respects and, in the event of a direct conflict between this Section 2.17 and any provision of Section 13 or 14 with respect to Agent’s and the Required Lenders’ rights and obligations, it is the intent of the parties that the applicable provision of Section 13 or 14 shall control and govern.
Appears in 1 contract
Securitization. In addition to any other assignment permitted pursuant to this SectionNotwithstanding Sections 6.11 and 6.12, Loan Parties hereby acknowledge that (x) the Lenders, their Affiliates and Approved Funds (“Lender Parties”) Purchaser may sell or securitize the Loans (a “Securitization”) through the pledge of the Loans as collateral security for loans to a Lender Party or the assignment or issuance of direct or indirect interests in the Loans (such as, for instance, collateralized loan obligations), and (y) such Securitization may be rated by a rating agency. The Loan Parties shall reasonably cooperate with the Lender Parties to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization; provided that (i) disclose in the prospectus or other offering document relating to any such amendment or additional documentation does not impose material additional costs on Borrower Securitization the fact that some (and may include the applicable percentage) of the motor vehicle contracts included in the transaction were originated by the Seller, (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of Borrower under the Loan Documents or change or affect in a manner adverse to Borrower the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the rating of the Loans or the Securitization, and (c) providing a certificate (i) agreeing to indemnify the Lender Parties, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lender Parties or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained include in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers periodic report issued in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated thereinsuch Securitization, or necessary in order to make the statements therein, in light descriptive data for all of the circumstances under which they were made, not misleading, and Contracts that are included in such indemnity shall survive any transfer by Securitization or for a Contract that is being purchased from the Lenders Seller pursuant to the terms of this Agreement or their successors or assigns for all Contracts that have been purchased from the Seller pursuant to the terms of the Loans, this Agreement and (iiiii) agreeing provide to reimburse (A) any conduit involved in a conduit Securitization and that conduit's program support providers, (B) any nationally recognized statistical rating organization rating the Lender Parties and the other Securitization Parties for any legal or other expenses reasonably incurred by such Persons asset-backed securities issued in connection with defending any Securitization and (C) any provider of credit or liquidity enhancement in such Securitization, descriptive data for the Contracts included in such Securitization Liabilitiesor for all Contracts that have been purchased from the Seller pursuant to the terms of this Agreement. Any prospectus or other offering document or periodic report issued in connection with a Securitization may discuss the Seller's underwriting standards or contain a statement indicating that any Contract included in the transaction complied with the Seller's underwriting standards. At the request of the Purchaser, the Seller shall use its reasonable efforts to cooperate with any such Securitization upon payment to it of its reasonable fees and expenses incurred in complying with any such request. The Seller shall continue to be responsible for its obligations under the Basic Documents. The Seller shall not be required to incur any additional costs as a result of any Securitization that are not otherwise reimbursed to the Seller. This Section shall survive the termination of this Agreement.
Appears in 1 contract
Securitization. In addition to any other assignment permitted pursuant to this Section, Loan Parties The Borrower hereby acknowledge acknowledges that (x) the Lenders, Lenders and their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (a “"Securitization”") through the pledge of the Loans as collateral security for loans to a Lender Party the Lenders or their Affiliates or through the sale of the Loans or the assignment or issuance of direct or indirect interests in the Loans (such asLoans, for instance, collateralized loan obligations), and (y) such Securitization may which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by a Moody's, Standard & Poor's or one or more other rating agencyagencies (xxx "Xating Agencies"). The Loan Parties Borrower shall reasonably cooperate with the Lender Parties Lenders and their Affiliates to effect the Securitization including, without limitation, including by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization; , provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower under the Loan Documents or change or affect in a manner adverse to the Borrower the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lender PartiesLenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “Securitization "Liabilities”") to which the Lender Parties Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the any Agent or Lender Partiers in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, Loans and (ii) agreeing to reimburse the Lender Parties Agents, the Lenders and the other Securitization Parties their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.
Appears in 1 contract
Samples: Financing Agreement (PRG Schultz International Inc)
Securitization. In addition to any other assignment permitted pursuant to this Section, Loan Parties Each Borrower hereby acknowledge acknowledges that (x) the Lenders, Lenders and each of their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans Advances (a “"Securitization”") through the pledge of the Loans Advances as collateral security for loans to a Lender Party such Lenders or their Affiliates or through the sale of the Advances or the assignment or issuance of direct or indirect interests in the Loans (Advances, which loans to such as, for instance, collateralized loan obligations), and (y) such Securitization may Lenders or their Affiliate or direct or indirect interests will be rated by a Moodx'x, Xxandard & Poor's or one or more other rating agencyagencies (the "Rating Agencies"). The Loan Parties Each Borrower shall reasonably cooperate with the Lender Parties such Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the such Lenders in connection with the Securitization; , provided that (i) any such amendment or additional documentation does not impose material additional costs on Borrower the Borrowers and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of Borrower the Borrowers under the Loan Documents or change or affect in a manner adverse to Borrower the Borrowers the financial terms of the LoansAdvances, (b) providing such information as may be reasonably requested by the such Lenders or rating agencies in connection with the rating of the Loans Advances or the Securitization, and (c) providing in connection with any rating of the Advances or Term Loans a certificate (i) agreeing to indemnify such Lenders and any of their Affiliates, any of the Lender PartiesRating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “Securitization "Liabilities”") to which the Lender Parties such Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party Borrowers or its Affiliates to the Lender Partiers Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, misleading and such indemnity shall survive any transfer by the Lenders any Lender or their its successors or assigns of the Loans, Advances and (ii) agreeing to reimburse the Lender Parties such Lenders and the other Securitization Parties any of their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities. Lenders shall use reasonable efforts to minimize any costs, liabilities, or administrative burden on any Borrower in connection with such Borrower's compliance with this section.
Appears in 1 contract
Securitization. In addition to any other assignment permitted pursuant to this Section, The Loan Parties hereby acknowledge that (x) the Lenders, Lenders and their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (a “"Securitization”") through the pledge of the Loans as collateral security for loans to a Lender Party the Lenders or their Affiliates or through the sale of the Loans or the assignment or issuance of direct or indirect interests in the Loans (such asLoans, for instance, collateralized loan obligations), and (y) such Securitization may which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by a Xxxxx'x, Standard & Poor's or one or more other rating agencyagencies (the "Rating Agencies"). The Loan Parties shall reasonably cooperate with the Lender Parties Lenders and their Affiliates to effect the Securitization Securitization, including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization; , provided that (i) any such amendment or additional documentation does not impose material additional costs on Borrower the Loan Parties and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of Borrower the Loan Parties under the Loan Documents or change or affect in a manner adverse to Borrower the Loan Parties the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lender PartiesLenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “Securitization "Liabilities”") to which the Lender Parties Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, Loans and (ii) agreeing to reimburse the Lender Parties Lenders and the other Securitization Parties their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.
Appears in 1 contract
Securitization. In addition to any other assignment permitted pursuant to this Section, Loan Parties Borrower hereby acknowledge acknowledges that each Lender (x) the Lenders, their Affiliates and Approved Funds (a “Lender PartiesSecuritizing Lender”) may sell or securitize the Loans Obligations (a “Securitization”) through the pledge of the Loans Obligations as collateral security for loans to a such Securitizing Lender Party or its Affiliates or Related Funds or through the sale of the Obligations or the assignment or issuance of direct or indirect interests in the Loans (Obligations, which loans to such as, for instance, collateralized loan obligations), and (y) such Securitization may Securitizing Lender or its Affiliates or Related Funds or direct or indirect interests will be rated by a Moody’s, S&P or one or more other rating agencyagencies (the “Rating Agencies”). The Loan Parties shall reasonably Borrower agrees to cooperate with the such Securitizing Lender Parties and its Affiliates and Related Funds to effect the Securitization includingincludixx, without xxxhout limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders such Securitizing Lender in connection with the Securitization; provided that (i) any such amendment or additional documentation does not impose material additional costs on Borrower such Borrower, and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of Borrower under the Loan Documents or change or affect in a manner adverse to Borrower the financial terms of any of the LoansObligations, and (b) providing such information as may be reasonably requested by the Lenders or rating agencies such Securitizing Lender in connection with the rating of any of the Loans Obligations or the Securitization, and (c) providing a certificate (i) agreeing to indemnify the Lender Parties, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lender Parties or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact . Notwithstanding anything contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party this Agreement to the Lender Partiers contrary, expenses in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, and (ii) agreeing to reimburse the Lender Parties and the other Securitization Parties for any legal or other expenses reasonably incurred by such Persons in connection with defending the each Lender conducting a Securitization Liabilitiesshall not constitute Lender Group Expenses.
Appears in 1 contract
Securitization. In addition to any other assignment permitted pursuant to this Section, Loan Parties The Borrowers hereby acknowledge that (x) the Lenders, Lenders and any of their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (a “Securitization”"SECURITIZATION") through the pledge of the Loans as collateral security for loans to a Lender Party the Lenders or their Affiliates or through the sale of the Loans or the assignment or issuance of direct or indirect interests in the Loans (such asLoans, for instance, collateralized loan obligations), and (y) such Securitization may which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by a Xxxxx'x, Standard & Poor's or one or more other rating agencyagencies (the "RATING AGENCIES"). The Loan Parties Borrowers shall reasonably cooperate with the Lender Parties Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization; provided that , PROVIDED THAT (i) any such amendment or additional documentation does not impose material additional costs on Borrower the Borrowers and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of Borrower the Borrowers under the Loan Documents or change or affect in a manner adverse to Borrower the Borrowers the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lender PartiesLenders and any of their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “Securitization Parties”"SECURITIZATION PARTIES") for any losses, claims, damages or liabilities (the “Securitization Liabilities”"LIABILITIES") to which the Lender Parties Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document made by or on behalf of, or in any writing delivered by or on behalf of any Loan Party of, the Borrowers and their Affiliates to the Lender Partiers Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, misleading and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, Loans and (ii) agreeing to reimburse the Lender Parties Lenders and the other Securitization Parties any of their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.
Appears in 1 contract
Samples: Financing Agreement (High Voltage Engineering Corp)
Securitization. In addition to any other assignment permitted pursuant to this Section, The Loan Parties hereby acknowledge that (x) the Lenders, Lenders and their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (a “"Securitization”") through the pledge of the Loans as collateral security for loans to a Lender Party the Lenders or their Affiliates or through the sale of the Loans or the assignment or issuance of direct or indirect interests in the Loans (such asLoans, for instance, collateralized loan obligations), and (y) such Securitization may which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by a Xxxxx'x, Standard & Poor's or one or more other rating agencyagencies (the "Rating Agencies"). The Loan Parties shall reasonably cooperate with the Lender Parties Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization; , provided that (i) any such amendment or additional documentation does not impose material additional costs on Borrower the Loan Parties and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of Borrower the Loan Parties under the Loan Documents or change or affect in a manner adverse to Borrower the Loan Parties the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lender PartiesLenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “Securitization "Liabilities”") to which the Lender Parties Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, Loans and (ii) agreeing to reimburse the Lender Parties Lenders and the other Securitization Parties their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.
Appears in 1 contract
Securitization. In addition to any other assignment permitted pursuant to this Section, Loan The Credit Parties hereby acknowledge that (x) the Lenders, their Affiliates and Approved Funds (“Lender Parties”) Lenders may sell or securitize the Loans (a “Securitization”) through the pledge of the Loans as collateral security for loans to a Lender Party the Lenders or their Affiliates or through the sale of the Loans or the assignment or issuance of direct or indirect interests in the Loans (such asLoans, for instance, collateralized loan obligations), and (y) such Securitization may which loans to the Lenders or direct or indirect interests will be rated by a Mxxxx’x, Standard & Poor’s or one or more other rating agencyagencies (the “Rating Agencies”). The Loan Credit Parties shall reasonably cooperate with the Lender Parties Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Credit Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization; , provided that (i) any such amendment or additional documentation does not impose material additional costs on Borrower the Credit Parties (other than costs of a de minimis nature) and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligationsobligations (other than increases of a de minimis nature), of Borrower the Credit Parties under the Loan Credit Documents or change or affect in a manner adverse to Borrower the Credit Parties the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lender PartiesLenders, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lender Parties Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Credit Document or in any writing delivered by or on behalf of any Loan Credit Party to the Lender Partiers Lenders in connection with any Loan Credit Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not materially misleading, and such indemnity shall survive any transfer by the Lenders or their permitted successors or assigns of the Loans, Loans and (ii) agreeing to reimburse the Lender Parties and the other Securitization Parties Lenders for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.
Appears in 1 contract
Securitization. In addition to any other assignment permitted pursuant to this Section, Loan Parties hereby acknowledge that (x) the Lenders, their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (a “Securitization”) through the pledge of the Loans as collateral security for loans to a Lender Party or the assignment or issuance of direct or indirect interests in the Loans (such as, for instance, collateralized loan obligations), and (y) such Securitization may be rated by a rating agency. The Loan Parties shall reasonably cooperate with the Lender Parties to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization; provided that (i) any such amendment or additional documentation does not impose material additional costs on Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of Borrower under the Loan Exhibit A to FirstFourth Amendment Conformed Amended and Restated Credit Agreement – Independence Contract Drilling #37466145 Documents or change or affect in a manner adverse to Borrower the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the rating of the Loans or the Securitization, and (c) providing a certificate (i) agreeing to indemnify the Lender Parties, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lender Parties or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, and (ii) agreeing to reimburse the Lender Parties and the other Securitization Parties for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.
Appears in 1 contract
Samples: Credit Agreement (Independence Contract Drilling, Inc.)
Securitization. In addition (A) Lender, at its option, may elect to effect a Securitization of all or any other assignment permitted pursuant to this Section, Loan Parties hereby acknowledge that (x) the Lenders, their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (a “Securitization”) through the pledge portion of the Loans Loan (including any Component thereof). In such event and upon request by Lender to seek to effect such a Securitization, Borrower shall promptly as collateral security for loans to a reasonably practicable thereafter cooperate in all reasonable respects with Lender Party or the assignment or issuance of direct or indirect interests in the Loans (such as, for instance, collateralized loan obligations), and (y) such Securitization may be rated by a rating agency. The Loan Parties shall reasonably cooperate connection with the Lender Parties Securitization to effect the Securitization including, without limitation, by (a) amending amend this Agreement and the other Loan Documents, and executing to execute such additional documents, as in order to bifurcate the Loan into two or more constituent loans, to terminate any cross-default provisions with respect to any other loan to the extent reasonably requested by the Lenders in connection with the Securitization; provided that (i) any such amendment or additional documentation does not impose material additional costs on Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rightsLender, or materially increase the obligations, of Borrower under the Loan Documents or change or affect in a manner adverse to Borrower the financial terms of the Loans, (b) providing effect such information other changes as may be reasonably requested by the Lenders necessary or rating agencies desirable in connection with a Securitization or requested by a Rating Agency, provided, however, in each such instance (i) the rating outstanding principal balance of all the resulting notes evidencing the Loan (or components of such notes) immediately after the effective date of such modification equals the outstanding principal balance of the Loans Loan immediately prior to such modification and the weighted average of the interest rates for all such notes (or components of such notes) immediately after the effective date of such modification equals the interest rate of the original Note immediately prior to such modification, (ii) neither Borrower, the other Borrower Parties nor Sponsor Affiliated Manager shall be required to enter into any modification or amendment to this Agreement or the Securitizationother Loan Documents or any other document, instrument or certificate if such modification, amendment, document, instrument or certificate would adversely affect or diminish the respective rights or increase their respective obligations and liabilities as presently set forth in this Agreement and in the other Loan Documents, in each case other than to a de minimis extent, and other than resulting from any componentization of the Loan pursuant to Section 13.6, including any “rate creep” that would occur as a result of applications of principal payments (whether voluntary, mandatory, involuntary or otherwise occurring, including without limitation partial prepayments associated with Property Releases and applications of Casualty Proceeds and Condemnation Proceeds) and/or upon occurrence and during the continuance of an Event of Default, and (ciii) providing a certificate (i) agreeing Borrower shall not be required to indemnify the Lender Parties, or incur any party providing credit support or otherwise participating costs and expenses in the Securitizationperformance of Borrower’s obligations under this Section 13.3(A) other than expenses of Borrower’s counsel, including any investors in a securitization entity (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lender Parties or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, accountants and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, and (ii) agreeing to reimburse the Lender Parties and the other Securitization Parties for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilitiesconsultants.
Appears in 1 contract
Securitization. In addition to any other assignment permitted pursuant to this Section, Loan Parties The Borrower hereby acknowledge acknowledges that (x) the Lenders, Lenders and their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (a “”Securitization”) through the pledge of the Loans as collateral security for loans to a Lender Party the Lenders or their Affiliates or through the sale of the Loans or the assignment or issuance of direct or indirect interests in the Loans (such asLoans, for instance, collateralized loan obligations), and (y) such Securitization may which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by a Xxxxx’x, Standard & Poor’s or one or more other rating agencyagencies (the “Rating Agencies”). The Loan Parties Borrower shall reasonably cooperate with the Lender Parties Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization; , provided that (i) any such amendment or additional documentation does not impose material additional costs on Borrower the Loan Parties and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of Borrower the Loan Parties under the Loan Documents or change or affect in a manner adverse to Borrower the Loan Parties the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lender PartiesLenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (insofar as arising out of any of the “Securitization matters described below, the ”Liabilities”) to which the Lender Parties Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact by any Loan Party contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, Loans and (ii) agreeing to reimburse the Lender Parties Lenders and the other Securitization Parties their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.
Appears in 1 contract
Securitization. In addition to any other assignment permitted pursuant to this Section, Loan Parties Parent and Borrower hereby acknowledge that (x) the Lenders, their each Lender and each of its Affiliates and Approved Related Funds (“Lender Parties”) may sell or securitize the Loans Obligations (a “Securitization”) through the pledge of the Loans Obligations as collateral security for loans to a such Lender Party or its Affiliates or Related Funds or through the sale of the Obligations or the assignment or issuance of direct or indirect interests in the Loans (Obligations, which loans to such as, for instance, collateralized loan obligations), and (y) such Securitization may Lender or its Affiliates or Related Funds or direct or indirect interests will be rated by a Moody’s, S&P or one or more other rating agencyagencies (the “Rating Agencies”). The Loan Parties shall reasonably Parent and Borrower agree to cooperate with the Lender Parties such Lenders and their Affiliates and Related Funds to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the such Lenders in connection with the Securitization; , provided that (i) any such amendment or additional documentation does not impose material additional costs on Borrower (other than costs of a de minimis nature), and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligationsobligations (other than increases of a de minimis nature), of Borrower under the Loan Documents or change or affect in a manner adverse to Borrower the financial terms of the LoansTerm Loan or any Advance, (b) providing such information as may be reasonably requested by the such Lenders or rating agencies in connection with the rating of the Loans Obligations or the Securitization, and (c) providing in connection with any rating of the Obligations or the Securitization a certificate (i) agreeing to indemnify such Lenders and any of their Affiliates and Related Funds, any of the Lender PartiesRating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lender Parties such Lenders or any of their Affiliates or Related Funds, or such Securitization Parties Parties, may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement a breach of any material fact the representation and warranty contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the LoansSection 5.19, and (ii) agreeing to reimburse the Lender Parties such Lenders and the other Securitization Parties their Affiliates and Related Funds for any reasonable legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.”
Appears in 1 contract
Samples: Loan and Security Agreement (Vicorp Restaurants Inc)
Securitization. In addition to any other assignment permitted pursuant to this Section, The Loan Parties hereby acknowledge that (x) the Lenders, Lenders and their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (a “"Securitization”") through the pledge of the Loans as collateral security for loans to a Lender Party the Lenders or their Affiliates or through the sale of the Loans or the assignment or issuance of direct or indirect interests in the Loans (such asLoans, for instance, collateralized loan obligations), and (y) such Securitization may which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by a Xxxxx'x, Standard & Poor's or one or more other rating agencyagencies (the "Rating Agencies"). The Loan Parties shall reasonably cooperate with the Lender Parties Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization; , provided that (i) any such amendment or additional documentation does not impose material additional costs in excess of $25,000 on Borrower the Loan Parties and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations (other than ministerial obligations), of Borrower the Loan Parties under the Loan Documents or change or affect in a manner adverse to Borrower the Loan Parties the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lender PartiesAgents, the Lenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “Securitization "Liabilities”") to which the Lender Parties Agents, the Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light violation of the circumstances under which they were made, not misleadingrepresentation set forth in Section 6.01(p) hereof, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, Loans and (ii) agreeing to reimburse the Lender Parties Agents, the Lenders and the other Securitization Parties their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.
Appears in 1 contract
Samples: Financing Agreement (Aaipharma Inc)
Securitization. In addition to any other assignment permitted pursuant to this Section, Loan Parties Borrowers hereby acknowledge that (x) the Lenders, their each Lender and each of its Affiliates and Approved Related Funds (“Lender Parties”) may sell or securitize the Loans Loan (a “"Securitization”") through the pledge of the Loans Loan as collateral security for loans to a such Lender Party or its Affiliates or Related Funds or through the sale of the Loan or the assignment or issuance of direct or indirect interests in the Loans (Loan, which loans to such as, for instance, collateralized loan obligations), and (y) such Securitization may Lender or its Affiliates or Related Funds or direct or indirect interests will be rated by a Moody's, S&P's or one or more other rating agencyagencies (the "Rating Agenxxxx"). The Loan Parties shall reasonably Borrowers agree to cooperate with the Lender Parties such Lenders and their Affiliates and Related Funds to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the such Lenders in connection with the Securitization; , provided that (i) any such amendment or additional documentation does not not, in the aggregate, impose material more than immaterial additional costs or liabilities on Borrower Borrowers (it being understood that Borrowers shall not be responsible for any additional costs incurred in connection with obtaining a rating from any of the Ratings Agencies), and (ii) any such amendment or additional documentation does not materially not, in the aggregate, adversely affect the rights, or materially increase the obligations, of Borrower Borrowers under the Loan Documents or change or affect in a manner adverse to Borrower Borrowers the financial terms of the LoansLoan, (b) providing such written information as may be reasonably requested by the such Lenders or rating agencies in connection with the rating of the Loans Loan or the Securitization, provided that (i) any material, non-public information regarding Parent, Borrowers and their Subsidiaries shall be provided on a confidential basis subject to the terms of Section 13.5, and (ii) no member of management (or any representative thereof) of Parent, Borrowers or any Subsidiary thereof shall be required to appear before, or make a presentation to, any Rating Agency in connection with any such securitization, and (c) providing in connection with any rating of the Loan a certificate (i) agreeing to indemnify the Lender Parties, or such Lenders and any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity (collectively, the “Securitization Parties”) of their Affiliates and Related Funds for any losses, claims, damages or liabilities (the “"Securitization Liabilities”") to which the Lender Parties such Lenders or such Securitization Parties any of their Affiliates or Related Funds may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement a breach of any material fact the representation and warranty contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the LoansSection 8.17, and (ii) agreeing to reimburse the Lender Parties such Lenders and their Affiliates and Related Funds for any reasonable legal (limited to fees and expenses of one (1) counsel to Agent and the other Securitization Parties for any legal Lenders and their Affiliates and Related Funds) or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities. Notwithstanding the foregoing, this Section 2.3 is subject to Agent's and the Required Lenders' rights and obligations under Sections 11.3 and 13.7 hereof in all respects and, in the event of a direct conflict between this Section 2.3 and any provision of Section 11.3 and 13.7 with respect to Agent's and the Required Lenders' rights and obligations, it is the intent of the parties that the applicable provision of Sections 11.3 and 13.7 shall control and govern.
Appears in 1 contract
Samples: Loan and Security Agreement (International Wire Group Inc)
Securitization. In addition to any other assignment permitted pursuant to this SectionEach of Operator and Borrower hereby -------------- acknowledges that Lender, Loan Parties hereby acknowledge that (x) the Lendersits successors or assigns, their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (a “Securitization”) Loan or portions thereof in one or more transactions through the pledge of the Loans as collateral security for loans to a Lender Party or the assignment or issuance of direct or indirect interests in the Loans (such assecurities, for instance, collateralized loan obligations), and (y) such Securitization which may be rated by the Rating Agencies (each, a rating agency"Securitization"; -------------- collectively, the "Securitizations"). The Loan Parties Each of Operator and Borrower, --------------- respectively, agrees that it shall reasonably cooperate with Lender and use its best efforts to facilitate the Lender Parties to effect the consummation of each Securitization including, without limitationbut not limited to, by (a) amending or causing the amendment of this Agreement Agreement, the documents evidencing the Class B Equity Interests and, if any, the Class C Equity Interests, the Mezzanine Loan Documents and the other Loan Documents, and executing such additional documents, documents including amendments to Borrower's or Operator's organizational documents (provided such additional documents and amendments do not materially expand Borrower's or Operator's economic obligations hereunder) and preparing financial statements as reasonably requested by the Lenders Rating Agencies to conform the terms of the Loan to the terms of similar loans underlying completed or pending securitized transactions having or seeking ratings the same as those then being sought in connection with the Securitizationrelevant Securitization and; provided that (i) any such amendment or additional documentation does not impose material additional costs on Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of Borrower under the Loan Documents or change or affect in a manner adverse to Borrower the financial terms of the Loans, (b) promptly and reasonably providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the rating preparation of a private placement memorandum or a registration statement required to privately place or publicly distribute the securities in a manner which does not conflict with federal or state securities laws. Operator, additionally agrees that it shall further reasonably cooperate with Lender by (a) providing in connection with each of (i) a preliminary and a private placement memorandum or (ii) a preliminary and final prospectus, as applicable, an indemnification certificate (x) certifying that Operator has carefully examined sections of the Loans memorandum or prospectus, as applicable, including, without limitation, the sections entitled "Special Considerations," "Description of the Mortgage Loan" and "The Underlying Mortgaged Property," "The Operator," "Borrower" and "Certain Legal Aspects of the Mortgage Loan," and such sections (and any other sections reasonably requested) insofar as they relate to Borrower or Operator, their respective Affiliates, the Loan or the SecuritizationFacility do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, provided, however, that Operator shall not be required to indemnify Lender for any losses relating to untrue statements or omissions which Operator identified to Lender in writing at the time of Operator's examination of such memorandum or prospectus as applicable, and (cy) providing a certificate indemnifying Lender (i) agreeing to indemnify and its officers, directors, partners, employees, affiliates and agents and each other person, if any, controlling Lender or any of its affiliates within the Lender Partiesmeaning of either Section 15 of the Securities Act of 1933, as amended, or any party providing credit support or otherwise participating in Section 20 of the SecuritizationSecurities Exchange Act of 1934, including any investors in a securitization entity (collectivelyas amended), the “Securitization Parties”) Issuer and the Advisor for any losses, claims, damages damages, costs, expenses or liabilities (including, without limitation, all liabilities under all applicable federal and state securities laws) (other than those relating to untrue statements or omissions which Operator identified to Lender in writing at the “Securitization time of Operator's examination of the relevant portions of such prospectus or memorandum) (the foregoing liabilities for which Operator is responsible as described in this clause (y), collectively, the "Liabilities”") to which the Lender Parties or such Securitization Parties ------ --- ----------- any of them may become subject (i) insofar as the Securitization Liabilities arise directly out of or are based directly upon any untrue statement or alleged untrue statement of any material fact relating to Operator, Borrower, their respective Affiliates, the Loan, the Facility, the Mezzanine Loan or any aspect of the subject financing or the parties directly involved therein contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers in connection with any Loan Document such sections or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated thereinin such sections or necessary in order to make the statements in such sections, in light of the circumstances under which they were made, not misleading or (ii) as a result of any untrue statement of material fact in any of the financial statements of Operator or Borrower incorporated into any placement memorandum, prospectus, registration statement or other document connected with the issuance of securities or the failure to include in such financial statements or in any placement memorandum, prospectus, registration statement or other document connected with the issuance of securities any material fact relating to Borrower, Operator, their respective Affiliates, the Facility, the Mezzanine Loan, the Loan, and any aspect of the subject financing necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, ; provided that Operator shall have had an opportunity to review and comment upon the relevant portions of such indemnity shall survive any transfer by the Lenders documents and Operator's comments thereon have been incorporated therein or their successors or assigns of the Loans, otherwise addressed to Operator's reasonable satisfaction; and (iiz) agreeing to reimburse Lender, the Lender Parties Issuer and the other Securitization Parties Advisor for any legal or other expenses reasonably incurred by such Persons Lender, the Issuer and the Advisor in connection with investigating or defending the Liabilities; (b) causing to be rendered such customary opinion letters as shall be reasonably requested by the Rating Agencies for other securitizations having or seeking ratings comparable to that then being sought for the relevant Securitization; (c) making such representations, warranties and covenants, as may be reasonably requested by the Rating Agencies and comparable to those required in other securitized transactions having or seeking the same rating as is then being sought for the Securitization; (d) providing such information regarding the Collateral as may be reasonably requested by the Rating Agencies or otherwise required in connection with the formation of a REMIC; and (e) providing any other information and materials required in the Securitization Liabilitiesprocess. Subject to Lender's application of funds in the Securitization Expense Sub-Account, Operator agrees to pay on the Securitization Closing Date and, if earlier, within thirty (30) days after the incurrence thereof, within ten (10) calendar days following demand, all of Operator's pro rata share of reasonable out-of-pocket costs of Lender (and not previously reimbursed by Borrower or Operator) in connection with the Securitization (or any attempt to securitize the Loan), including, without limitation, the cost of preparing a private placement memorandum or prospectus, Rating Agency fees and expenses (including ongoing surveillance fees), legal fees and disbursements (including without limitation, in connection with the rendering of legal opinions), third party due diligence expenses, including appraisals, engineering reports and environmental reports, the fees and expenses of any trustee, servicer or special servicer, including any ongoing servicing or special servicing fees, and the cost of market studies and SEC filing fees (collectively, "Securitization Costs"), provided, however, that Operator's liability for Securitization Costs shall not exceed the Initial Securitization Expense Amount. Each of Borrower and Operator acknowledges and agrees that the Lender may, at any time on or after the Closing Date, assign its duties, rights or obligations hereunder or under any Loan Document in whole, or in part, to a servicer and/or a trustee in Lender's discretion. Nothing herein shall in any way limit Lender's right to sell all or a portion of the Loan in a transaction which is not a Securitization.
Appears in 1 contract
Securitization. In addition to any other assignment permitted pursuant to this Section, Loan Parties hereby acknowledge that (x) the Lenders, their Affiliates and Approved Funds (each, a “Lender Party” and collectively, “Lender Parties”) may sell or securitize the Loans (a “Securitization”) through the pledge of the Loans as collateral security for loans to a Lender Party or the assignment or issuance of direct or indirect interests in the Loans (such as, for instance, collateralized loan obligations), and (y) such Securitization may be rated by a rating agencyRating Agency (as defined in Section 10.12). The Loan Parties shall reasonably cooperate with the Lender Parties to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization; provided that (i) any such amendment or additional documentation does not impose material additional costs on Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of Borrower under the Loan Documents or change or affect in a manner adverse to Borrower the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders or rating agencies Rating Agencies in connection with the rating of the Loans or the Securitization, and (c) providing a certificate (i) agreeing to indemnify the Lender Parties, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lender Parties or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, and (ii) agreeing to reimburse the Lender Parties and the other Securitization Parties for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.
Appears in 1 contract
Securitization. In addition to The Borrower hereby acknowledges that the -------------- Lenders and any other assignment permitted pursuant to this Section, Loan Parties hereby acknowledge that (x) the Lenders, of their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (a “"Securitization”") through the pledge of the Loans as collateral security for -------------- loans to a Lender Party such Lenders or their Affiliates or through the sale of the Loans or the assignment or issuance of direct or indirect interests in the Loans (Loans, which loans to such as, for instance, collateralized loan obligations), and (y) such Securitization may Lenders or their Affiliates or direct or indirect interests will be rated by a Xxxxx'x, Standard & Poor's or one or more other rating agencyagencies (the "Rating ------ Agencies"). The Loan Parties Borrower shall reasonably cooperate with the Lender Parties such Lenders and their Affiliates -------- to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders such Lenders, in connection with the Securitization; , provided that (i) any such amendment or additional documentation does not impose -------- ---- material additional costs on the Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower under the Loan Documents or change or affect in a manner adverse to the Borrower the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders or rating agencies such Lenders, in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans, a certificate (i) agreeing to indemnify such Lenders and any of their Affiliates, any of the Lender PartiesRating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “Securitization "Liabilities”") to which the Lender Parties such Lenders, their ----------- Affiliates or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party the Borrower and its Affiliates to the Lender Partiers Group in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, misleading and such indemnity shall survive any transfer by the such Lenders or their successors or assigns of the Loans, Loans and (ii) agreeing to reimburse the Lender Parties such Lenders and the any of their Affiliates and other Securitization Parties for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities; and (d) providing such information regarding and its Subsidiaries and Affiliates, the Collateral and other property, assets and business of the Borrower (including appraisals and valuations) as may be reasonably requested by such Lenders or their successors or assignees.
Appears in 1 contract
Securitization. In addition to any other assignment permitted pursuant to this Section, Borrower hereby acknowledges that each Lender with a Term Loan Parties hereby acknowledge that (x) the Lenders, their B Commitment and each of its Affiliates and Approved Related Funds (“Lender Parties”) may sell or securitize the Loans Term Loan B (a “"Securitization”") through the pledge of the Loans Term Loan B as collateral security for loans to a such Lender Party or its Affiliates or Related Funds or through the sale of the Term Loan B or the assignment or issuance of direct or indirect interests in the Loans (Term Loan B, which loans to such as, for instance, collateralized loan obligations), and (y) such Securitization may Lender or its Affiliates or Related Funds or direct or indirect interests will be rated by a Xxxxx'x, Standard & Poor's or one or more other rating agencyagencies (the "Rating Agencies"). The Loan Parties shall reasonably Borrower agrees to cooperate with the Lender Parties such Lenders and their Affiliates and Related Funds to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the such Lenders in connection with the Securitization; , provided that (i) any such amendment or additional documentation does not impose material additional costs (other than de minimus costs) on Borrower Borrower, and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of Borrower under the Loan Documents or change or affect in a manner adverse to Borrower the financial terms of the LoansTerm Loan B, (b) providing such information as may be reasonably requested by the such Lenders or rating agencies in connection with the rating of the Loans Term Loan B or the Securitization, and (c) if requested by such Lenders, providing in connection with any rating of the Term Loan B a certificate (i) agreeing to indemnify such Lenders and any of their Affiliates and Related Funds, any of the Lender PartiesRating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “"Securitization Liabilities”") to which the Lender Parties such Lenders or any of their Affiliates or Related Funds, or such Securitization Parties Parties, may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement a breach of any material fact the representation and warranty contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the LoansSection 5.19, and (ii) agreeing to reimburse the Lender Parties such Lenders and the other their Affiliates and Related Funds, and such Securitization Parties Parties, for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities. Notwithstanding the foregoing, this Section 2.16 is subject to Agent's and the Required Lenders' rights and obligations under Sections 14 and 15 hereof in all respects and, in the event of a direct conflict between this Section 2.16 and any provision of Section 14 or 15 with respect to Agent's and the Required Lenders' rights and obligations, it is the intent of the parties that the applicable provision of Section 14 or 15 shall control and govern.
Appears in 1 contract
Samples: Loan and Security Agreement (eTelecare Global Solutions, Inc.)
Securitization. In addition to any other assignment permitted pursuant to this Section, Loan Parties The Borrower hereby acknowledge acknowledges that (x) the Lenders, Lenders and their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (a “"Securitization”") through the pledge of the Loans as collateral security for loans to a Lender Party the Lenders or their Affiliates or through the sale of the Loans or the assignment or issuance of direct or indirect interests in the Loans (such asLoans, for instance, collateralized loan obligations), and (y) such Securitization may which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by a Moody's, Standard & Poor's or one or more other rating agencyagencies (the "Xxxxxx Agencies"). The Loan Parties Borrower shall reasonably cooperate with the Lender Parties Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization; , provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower under the Loan Documents or change or affect in a manner adverse to the Borrower the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lender PartiesLenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “Securitization "Liabilities”") to which the Lender Parties Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, provided that such indemnity shall not apply to any such Liabilities that are finally determined by a court of competent jurisdiction to have been caused by the gross negligence or willful misconduct of the Lenders, their Affiliates or such Securitization Party, and (ii) agreeing to reimburse the Lender Parties Lenders and the other Securitization Parties their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.
Appears in 1 contract
Samples: Credit Agreement (Packaged Ice Inc)
Securitization. In addition Borrower understands and agrees that Lender may, from time to time, assign its rights and powers under the Note, this Mortgage and any other assignment permitted pursuant to this Section, Loan Parties hereby acknowledge that (x) the Lenders, their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (a “Securitization”) through the pledge of the Loans as collateral security for loans to a Lender Party or the assignment or issuance of direct or indirect interests in the Loans (such as, for instance, collateralized loan obligations), and (y) such Securitization may be rated by a rating agency. The Loan Parties shall reasonably cooperate with the Lender Parties to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documentsin whole or in part, as reasonably requested by the Lenders in connection with a securitization program. Borrower agrees to enter into an amendment to the Securitization; provided that (i) Note, this Mortgage and any other Loan Documents if such amendments are required by a nationally recognized rating agency in connection with a securitization program sponsored by Lender and in which the Note, this Mortgage and any other Loan Documents are to be included so long as such amendment or additional documentation does amendmens do not impose material additional costs on Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the Borrower's rights, privileges, liabilities or materially increase obligations. In the obligationsevent this Mortgage, of Borrower under the Note, and any other Loan Documents are included as an asset of a securitization by Lender, Borrower shall, within ten (10) days after Lender's written request therefor, deliver or change or affect cause to be delivered opinions and certifications in a manner adverse form and substance and delivered by counsel reasonably acceptable to Lender and the rating agency, as may be reasonably required by Lender and/or such rating agency in connection with such securitization. Borrower shall not be required to bear the financial terms cost of the Loanspreparation and delivery of such opinions, if any. Borrower shall, in the event this Mortgage, the Note, and any other Loan Documents are included as an asset of a securitization, (a) gather any environmental information, if any, in the possession of Borrower, not already delivered to Lender and reasonably required by the rating agency in connection with such securitization, at Lender's request, (b) providing such information as may be reasonably requested by the Lenders or rating agencies in connection meet at reasonable times, on reasonable notice and at Lender's expense, with representatives of the rating agency to discuss the business and operations of the Loans or the SecuritizationBorrower, and (c) providing cooperate at reasonable times, on reasonable notice and at Lender's expense, with the reasonable request of the rating agency and Lender in connection with all of the foregoing and the preparation of any offering documents with respect thereto. Borrower shall, upon Lender's written request therefor in connection with a certificate (i) agreeing to indemnify securitization in which this Mortgage, the Note, and any other Loan Documents are included as an asset promptly deliver such financial statements and related documentation prepared by an independent certified public accountant as may be necessary and shall fully cooperate with the Lender Parties, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lender Parties or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers in connection with any assurances or other documents, which are deemed to be necessary or convenient by Lender, requested from Borrower and in all cases consistent with and not in addition to the Borrower's express obligations set forth in the Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact Documents. Borrower shall not be required to be stated therein, or necessary in order to make bear the cost of preparation of financial statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer related documentation prepared by the Lenders or their successors or assigns of the Loans, and (ii) agreeing to reimburse the Lender Parties and the other Securitization Parties for any legal or other expenses reasonably incurred by such Persons an independent certified public accountant in connection with defending the Securitization Liabilitiesa securitization (unless Borrower is otherwise having such financial statements and related documents prepared).
Appears in 1 contract
Securitization. In addition to any other assignment permitted pursuant to this Section, Loan Parties The Borrower hereby acknowledge acknowledges that (x) the Lenders, Lenders and their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (a “"Securitization”") through the pledge of the Loans as collateral security for loans to a Lender Party the Lenders or their Affiliates or through the sale of the Loans or the assignment or issuance of direct or indirect interests in the Loans (such asLoans, for instance, collateralized loan obligations), and (y) such Securitization may which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by a Mxxxx'x, S&P or one or more other rating agencyagencies (the "Rating Agencies"). The Loan Parties Borrower shall reasonably cooperate with the Lender Parties Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization; , provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower under the Loan Documents or change or affect in a manner adverse to the Borrower the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lender PartiesLenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “Securitization "Liabilities”") to which the Lender Parties Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact by Borrower or any Affiliate of Borrower contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Loan Party Affiliate of the Borrower to the Lender Partiers Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission by Borrower or any Affiliate of Borrower to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, Loans and (ii) agreeing to reimburse the Lender Parties Lenders and the other Securitization Parties their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.
Appears in 1 contract
Securitization. In addition to any other assignment permitted pursuant to this Section, The Loan Parties hereby acknowledge that (x) the Lenders, Lenders and their Affiliates and Approved Funds may (“Lender Parties”i) may sell pledge all or securitize the Loans (a “Securitization”) through the pledge portion of the Loans as collateral security for loans to such Lenders or their Affiliates, (ii) sell all or a Lender Party or portion of the assignment or issuance of Loans to a third party, (iii) issue direct or indirect interests in the Loans to their controlled Affiliates or (such asiv) otherwise securitize all or a portion of the Loans (any transaction described in clauses (i) through (iv), for instance, collateralized loan obligationsa “Securitization”), and (y) that the Lenders and their Affiliates may seek to have such Securitization may be loans to such Lenders or their Affiliates, such sold Loans, such direct or indirect interests or such securitization rated by Xxxxx’x, S&P or one or more other rating agencies (each, a rating agency“Rating Agency”). The Loan Parties shall reasonably cooperate with the Lender Parties Lenders and their Affiliates to effect the Securitization any and all Securitizations and to obtain a public or unpublished loan rating or a corporate rating from any Rating Agency requested by any Lender, including, without limitation, if so requested by a Lender, by (ai) meeting with representatives of such Rating Agency and discussing its business and affairs with such representatives to the extent required to obtain such rating, (ii) amending this Loan Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders such Lenders, in connection with the Securitization; provided that (i) any such amendment or additional documentation does not impose material additional costs on Borrower Securitization and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of Borrower under the Loan Documents or change or affect in a manner adverse to Borrower the financial terms of the Loans, (biii) providing such information as may be reasonably requested by the Lenders or rating agencies such Lenders, in connection with the rating of the Loans or the Securitization, and (c) providing a certificate (i) agreeing to indemnify the Lender Parties, Obligations or any party providing credit support Securitization; provided that (a) the Loan Parties shall not be required to incur any out-of-pocket costs or otherwise participating in the Securitization, including any investors in a securitization entity (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lender Parties or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers expenses in connection with any action taken at the request of a Lender pursuant to this Section 12.08 unless such Lender reimburses the Loan Parties for such costs and expenses and (b) the Loan Parties shall not be required to take any action at the request of a Lender pursuant to this Section 12.08 that would (x) add any new, expand the scope of any existing, representations and warranties made or to be made by the Loan Parties or their Subsidiaries, (y) impose any additional covenants, events of default or obligations on the Loan Parties or their Subsidiaries or (z) impose any new, or expand any existing, conditions on the ability to draw Loans under this Loan Agreement or take other actions otherwise permitted under this Loan Agreement and the other Loan Documents. No Securitization shall (i) release any Lender from any of its obligations hereunder, (ii) restrict or limit an Agent’s discretion in connection with any amendment, supplement, waiver or other modification of any of the terms of this Loan Agreement or any other Loan Document or arise out (iii) substitute any pledgee, secured party or any other party to such Securitization for such Lender as a party hereto, and no change in ownership of or are based upon the omission or alleged omission to state therein a material fact required to Loans may be stated therein, or necessary in order to make the statements thereineffected, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, and (ii) agreeing each case except pursuant to reimburse the Lender Parties and the other Securitization Parties for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization LiabilitiesSection 12.06.
Appears in 1 contract
Samples: Loan Agreement (Phi Inc)
Securitization. In addition to any other assignment permitted pursuant to this SectionEach of Operator and Borrower hereby acknowledges that Lender, Loan Parties hereby acknowledge that (x) the Lendersits successors or assigns, their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (a “Securitization”) Loan or portions thereof in one or more transactions through the pledge of the Loans as collateral security for loans to a Lender Party or the assignment or issuance of direct or indirect interests in the Loans (such assecurities, for instance, collateralized loan obligations), and (y) such Securitization which may be rated by the Rating Agencies (each, a rating agency"Securitization"; collectively, the "Securitizations"). The Loan Parties Each of Operator and Borrower, respectively, agrees that it shall reasonably cooperate with Lender and use its best efforts to facilitate the Lender Parties to effect the consummation of each Securitization including, without limitationbut not limited to, by (a) amending or causing the amendment of this Agreement Agreement, and the other Loan Documents, and executing such additional documents, documents including amendments to Borrower's or Operator's organizational documents (provided such additional documents and amendments do not materially expand Borrower's or Operator's economic obligations hereunder) and preparing financial statements as reasonably requested by the Lenders Rating Agencies to conform the terms of the Loan to the terms of similar loans underlying completed or pending securitized transactions having or seeking ratings the same as those then being sought in connection with the Securitizationrelevant Securitization and; provided that (i) any such amendment or additional documentation does not impose material additional costs on Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of Borrower under the Loan Documents or change or affect in a manner adverse to Borrower the financial terms of the Loans, (b) promptly and reasonably providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the rating preparation of a private placement memorandum or a registration statement required to privately place or publicly distribute the Loans securities in a manner which does not conflict with federal or the Securitizationstate securities laws. Operator, and additionally agrees that it shall further reasonably cooperate with Lender by (ca) providing a certificate in connection with each of (i) agreeing to indemnify a preliminary and a private placement memorandum or (ii) a preliminary and final prospectus, as applicable, an indemnification certificate (x) certifying that Operator has carefully examined sections of the Lender Partiesmemorandum or prospectus, or any party providing credit support or otherwise participating in the Securitizationas applicable, including any investors in a securitization entity (collectivelyincluding, without limitation, the “Securitization Parties”sections entitled "Special Considerations," "Description of the Mortgage Loan" and "The Underlying Mortgaged Property," "The Operator," "Borrower" and "Certain Legal Aspects of the Mortgage Loan," and such sections (and any other sections reasonably requested) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lender Parties or such Securitization Parties may become subject insofar as they relate to Borrower or Operator, their respective Affiliates, the Securitization Liabilities arise out of Loan or are based upon the Facility do not contain any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required or omit to be stated therein, or state a material fact necessary in order to make the statements thereinmade, in the light of the circumstances under which they were made, not misleading, and provided, however, that Operator shall not be required to indemnify Lender for any losses relating to untrue statements or omissions which Operator identified to Lender in writing at the time of Operator's examination of such indemnity shall survive any transfer by the Lenders memorandum or their successors or assigns of the Loansprospectus as applicable, and (iiy) agreeing indemnifying Lender (and its officers, directors, partners, employees, affiliates and agents and each other person, if any, controlling Lender or any of its affiliates within the meaning of either Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1934, as amended), the Issuer and the Advisor for any losses, claims, damages, costs, expenses or liabilities (including, without limitation, all liabilities under all applicable federal and state securities laws) (other than those relating to reimburse untrue statements or omissions which Operator identified to Lender in writing at the time of Operator's examination of the relevant portions of such prospectus or memorandum) (the foregoing liabilities for which Operator is responsible as described in this clause (y), collectively, the "Liabilities") to which any of them may become subject (i) insofar as the Liabilities arise directly out of or are based the Lender Parties and may, at any time on or after the other Securitization Parties for Closing Date, assign its duties, rights or obligations hereunder or under any legal Loan Document in whole, or other expenses reasonably incurred by such Persons in connection with defending part, to a servicer and/or a trustee in Lender's discretion. Nothing herein shall in any way limit Lender's right to sell all or a portion of the Securitization LiabilitiesLoan in a transaction which is not a Securitization.
Appears in 1 contract
Securitization. In addition to any other assignment permitted pursuant to this Section, The Loan Parties hereby acknowledge that (x) the Lenders, Lenders and their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (a “"Securitization”") through the pledge of the Loans as collateral security for loans to a Lender Party the Lenders or their Affiliates or through the sale of the Loans or the assignment or issuance of direct or indirect interests in the Loans (such asLoans, for instance, collateralized loan obligations), and (y) such Securitization may which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by a Xxxxx'x, Standard & Poor's or one or more other rating agencyagencies (the "Rating Agencies"). The Loan Parties shall reasonably cooperate with the Lender Parties Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization; , provided that (i) any such amendment or additional documentation does not impose material additional costs on Borrower the Loan Parties and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of Borrower the Loan Parties under the Loan Documents or change or affect in a manner adverse to Borrower the Loan Parties the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lender PartiesLenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “Securitization "Liabilities”") to which the Lender Parties Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, Loans and (ii) agreeing to reimburse the Lender Parties Lenders and the other Securitization Parties their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.
Appears in 1 contract
Securitization. In addition to any other assignment permitted pursuant to this Section, Loan Parties Borrower hereby acknowledge acknowledges that (x) the Lenders, Lenders and each of their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans Borrowings (a “Securitization”) through the pledge of the Loans Borrowings as collateral security for loans to a Lender Party such Lenders or their Affiliates or through the sale of the Borrowings or the assignment or issuance of direct or indirect interests in the Loans (Borrowings, which loans to such as, for instance, collateralized loan obligations), and (y) such Securitization may Lenders or their Affiliate or direct or indirect interests will be rated by a Xxxxx’x, Standard & Poor’s or one or more other rating agencyagencies (the “Rating Agencies”). The Loan Parties Borrower shall reasonably cooperate undertake commercially reasonable efforts with the Lender Parties such Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the such Lenders in connection with the Securitization; , provided that (i) any such amendment or additional documentation does not impose material additional costs on Borrower and the Lender that elects to securitize its Borrowings shall pay for costs and expenses associated therewith, and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of Borrower under the Loan Documents or change or affect in a manner adverse to Borrower the financial terms of the LoansBorrowings, (b) providing such information as may be reasonably requested by the such Lenders or rating agencies in connection with the rating of the Loans Borrowings or the Securitization, and (c) providing in connection with any rating of the Borrowings a certificate (i) agreeing to indemnify such Lenders and any of their Affiliates, any of the Lender PartiesRating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lender Parties such Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party Borrowers or its Affiliates to the Lender Partiers Group in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, made not misleading, and such indemnity shall survive any transfer by the Lenders any Lender or their its successors or assigns of the LoansBorrowings, and (ii) agreeing to reimburse the Lender Parties such Lenders and the other Securitization Parties any of their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities. Notwithstanding the foregoing, it is understood that Borrower and its Affiliates shall not be obligated to incur any increased cost or administrative burden in connection with any Securitization Liabilitiesand that the Lender or its Affiliates or Related Funds that consummates a Securitization will retain all rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document to the same extent as would be required under Section 14.1(e) hereof as if such Lender was an Originating Lender and the transferee was a Participant.
Appears in 1 contract
Securitization. In addition to any other assignment permitted pursuant to this Section, Loan Parties Borrower hereby acknowledge acknowledges that (x) the Lenders, Lenders and each of their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans Borrowings (a “Securitization”) through the pledge of the Loans Borrowings as collateral security for loans to a Lender Party such Lenders or their Affiliates or through the sale of the Borrowings or the assignment or issuance of direct or indirect interests in the Loans (Borrowings, which loans to such as, for instance, collateralized loan obligations), and (y) such Securitization may Lenders or their Affiliate or direct or indirect interests will be rated by a Mxxxx’x, Standard & Poor’s or one or more other rating agencyagencies (the “Rating Agencies”). The Loan Parties Borrower shall reasonably cooperate undertake commercially reasonable efforts with the Lender Parties such Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the such Lenders in connection with the Securitization; , provided that (i) any such amendment or additional documentation does not impose material additional costs on Borrower and the Lender that elects to securitize its Borrowings shall pay for costs and expenses associated therewith, and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of Borrower under the Loan Documents or change or affect in a manner adverse to Borrower the financial terms of the LoansBorrowings, (b) providing such information as may be reasonably requested by the such Lenders or rating agencies in connection with the rating of the Loans Borrowings or the Securitization, and (c) providing in connection with any rating of the Borrowings a certificate (i) agreeing to indemnify such Lenders and any of their Affiliates, any of the Lender PartiesRating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lender Parties such Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party Borrower or its Affiliates to the Lender Partiers Group in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, made not misleading, and such indemnity shall survive any transfer by the Lenders any Lender or their its successors or assigns of the LoansBorrowings, and (ii) agreeing to reimburse the Lender Parties such Lenders and the other Securitization Parties any of their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.
Appears in 1 contract
Securitization. In addition to The Borrower hereby acknowledges that the Lenders and any other assignment permitted pursuant to this Section, Loan Parties hereby acknowledge that (x) the Lenders, of their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans Term Loan (a “"Securitization”") through the pledge of the Loans Term Loan as collateral security for loans to a Lender Party the Lenders or their Affiliates or through the sale of the Term Loan or the assignment or issuance of direct or indirect interests in the Loans (such asTerm Loan, for instance, collateralized loan obligations), and (y) such Securitization which loans to the Lenders or their Affiliates or direct or indirect interests may be rated by a Mooxx'x, X & P or one or more other rating agencyagencies (the "Rating Agencies"). The Loan Parties Borrower shall reasonably cooperate with the Lender Parties Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Financing Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization; , provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower under the Loan Documents or change or affect in a manner adverse to the Borrower the financial terms of the LoansTerm Loan, (b) providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the rating of the Loans Term Loan or the Securitization, and (c) providing in connection with any rating of the Term Loan a certificate (i) agreeing to indemnify the Lender PartiesLenders and any of their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “Securitization "Liabilities”") to which the Lender Parties Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party the Borrower and its Affiliates to the Lender Partiers Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, Term Loan and (ii) agreeing to reimburse the Lender Parties Lenders and the other Securitization Parties any of their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.
Appears in 1 contract
Securitization. In addition to any other assignment permitted pursuant to this Section, The Loan Parties hereby acknowledge acknowledges that (x) the Lenders, their Lender and any of its Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (a “Securitization”"SECURITIZATION") through the pledge of the Loans as collateral security for loans to a the Lender Party or its Affiliates or through the sale of the Loans or the assignment or issuance of direct or indirect interests in the Loans (such asLoans, for instance, collateralized loan obligations), and (y) such Securitization may which loans to the Lender or its Affiliate or direct or indirect interests will be rated by a Xxxxx'x, Standard & Poor's or one or more other rating agencyagencies (the "RATING AGENCIES"). The Loan Parties shall reasonably cooperate with the Lender Parties and its Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders Lender in connection with the Securitization; provided that , PROVIDED THAT (i) any such amendment or additional documentation does not impose material additional costs on Borrower the Loan Parties and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of Borrower the Loan Parties under the Loan Documents or change or affect in a manner adverse to Borrower the Loan Parties the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders or rating agencies Lender in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lender Partiesand any of its Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “Securitization Parties”"SECURITIZATION PARTIES") for any losses, claims, damages or liabilities (the “Securitization Liabilities”"LIABILITIES") to which the Lender Parties Lender, its Affiliates or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any the Loan Party Parties to the Lender Partiers in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, misleading and such indemnity shall survive any transfer by the Lenders Lender or their its successors or assigns of the Loans, Loans and (ii) agreeing to reimburse the Lender Parties and the other Securitization Parties any of its Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.
Appears in 1 contract
Samples: Financing Agreement (Innovative Clinical Solutions LTD)
Securitization. In addition to any other assignment permitted pursuant to this Section, Each Borrower hereby acknowledges that each Lender with a Term Loan Parties hereby acknowledge that B (x) the Lenders, their Affiliates and Approved Funds (a “Lender PartiesSecuritizing Lender”) may sell or securitize the Loans Term Loan B (a “Securitization”) through the pledge of the Loans Term Loan B as collateral security for loans to a such Securitizing Lender Party or its Affiliates or Related Funds or through the sale of the Term Loan B or the assignment or issuance of direct or indirect interests in the Loans (Term Loan B, which loans to such as, for instance, collateralized loan obligations), and (y) such Securitization may Securitizing Lender or its Affiliates or Related Funds or direct or indirect interests will be rated by a Xxxxx’x, S&P or one or more other rating agencyagencies (the “Rating Agencies”). The Loan Parties shall reasonably Each Borrower agrees to cooperate with the such Securitizing Lender Parties and its Affiliates and Related Funds to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders such Securitizing Lender in connection with the Securitization; , provided that (i) any such amendment or additional documentation does not impose material additional costs on Borrower such Borrower, and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of such Borrower under the Loan Documents or change or affect in a manner adverse to such Borrower the financial terms of the LoansTerm Loan B, (b) providing such information as may be reasonably requested by the Lenders or rating agencies such Securitizing Lender in connection with the rating of the Loans Term Loan B or the Securitization, and (c) providing in connection with any rating of the Term Loan B a certificate (i) agreeing to indemnify such Securitizing Lender and any of its Affiliates and Related Funds, any of the Lender PartiesRating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the such Securitizing Lender Parties or any of its Affiliates or Related Funds, or such Securitization Parties Parties, may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement a breach of any material fact the representation and warranty contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, Section 4.18 and (ii) agreeing to reimburse the such Securitizing Lender Parties and the other its Affiliates and Related Funds, and such Securitization Parties Parties, for any legal or other out-of-pocket expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities. Notwithstanding the foregoing, (x) this Section 2.16 is subject to Borrowers’, Agent’s and the Required Lenders’ rights and obligations under Sections 13, 14, and 15.11 hereof in all respects and, in the event of a direct conflict between this Section 2.16 and any provision of Section 13, 14 or 15.11 with respect to Borrowers’, Agent’s or the Required Lenders’ rights and obligations, it is the intent of the parties that the applicable provision of Section 13, 14 or 15.11 shall control and govern, and (y) no such Securitization by a Securitizing Lender shall release such Securitizing Lender from any of its obligations hereunder or substitute any pledgee, secured party or any other party to such Securitization for such Securitizing Lender as a party hereto.
Appears in 1 contract
Samples: Credit Agreement (Buca Inc /Mn)
Securitization. In addition Lender, at its option, may elect to any other assignment permitted pursuant to this Section, Loan Parties hereby acknowledge that (x) the Lenders, their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (effect a “Securitization”) through the pledge securitization of the Loans as collateral security for loans to a Lender Party or Loan by means of the assignment or issuance of direct certificates of interest therein or indirect interests in notes secured thereby (the Loans (such as, for instance, collateralized loan obligations), and (y"Securities") such Securitization may be rated by a rating agencyone or more Rating Agencies (the "Securitization"). The Loan Parties shall reasonably cooperate with the In such event and upon request by Lender Parties to seek to effect such a Securitization, Borrower shall promptly thereafter cooperate (at no out-of-pocket cost to Borrower) in all reasonable respects with Lender in the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, in order to bifurcate the Loan into two or more constituent loans or to effect such other changes as may be reasonably requested by the Lenders necessary or desirable in connection with the Securitization; provided that (i) any such amendment a Securitization or additional documentation does not impose material additional costs on Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of Borrower under the Loan Documents or change or affect in requested by a manner adverse to Borrower the financial terms of the LoansRating Agency, (b) providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the rating preparation of a private placement memorandum or registration statement required to privately place or publicly distribute the Loans Securities in a manner which does not conflict with federal or the Securitizationstate securities laws, and (c) providing a in connection with such information, an indemnification certificate (i) agreeing certifying that Borrower has carefully examined such private placement memorandum or registration statement, as applicable, including, without limitation, the sections entitled "Special Considerations", "Description of the Loan and the Underlying Mortgaged Properties", "Operator", "The Borrower" and "Certain Legal Aspects of the Loan" (or similarly titled sections), and that such Sections (and any other Sections reasonably requested), insofar as they relate solely to indemnify Borrower, its Affiliates, the Lender PartiesLoan or (to Borrower's knowledge) the Collateral, do not contain any untrue statement of a material fact or any party providing credit support or otherwise participating omit to state a material fact necessary in order to make the statements made, in the Securitizationlight of the circumstances under which they were made, including any investors in a securitization entity not misleading, (collectivelyii) indemnifying Lender, the “Securitization Parties”) underwriter or placement agent and any of their Affiliates for any losses, claims, damages or liabilities (the “Securitization "Liabilities”") to which the Lender Parties or such Securitization Parties parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact relating to Borrower, its Affiliates, the Loan or the Collateral contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers in connection with any Loan Document such Sections or arise out of or are based upon the omission or alleged omission to state therein a material fact relating to Borrower, its Affiliates, the Loan or (to Borrower's knowledge) the Collateral required to be stated therein, therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, misleading and (iiiii) agreeing to reimburse the Lender Parties and the other Securitization Parties such parties for any legal or other expenses reasonably incurred by such Persons parties in connection with investigating or defending the Liabilities, (d) causing to be rendered (at Lender's expense) such customary and reasonable opinion letters as may be requested by and satisfactory to any Rating Agency including, without limitation, substantive nonconsolidation opinion letters and an opinion letter from local counsel to the Borrower stating that the assignment of the Loan and the Loan Documents to a trustee in connection with the Securitization Liabilitiesis enforceable, (e) making such customary and reasonable representations, warranties and covenants with respect to the Borrower, and the members of the Borrower Control Group (other than LFSRI II, LFSRI II Alternative and LFSRI-CADIM), as may be requested by any Rating Agency, (f) providing such information regarding the Collateral and Borrower, members of the' Borrower Control Group (other than LFSRI II, LFSRI II Alternative and LFSRI-CADIM), and their respective Affiliates as may be reasonably requested by a Rating Agency or potential investors in Securities or otherwise reasonably required in connection with an election of REMIC or FASIT or other tax status and ongoing administration and reporting by any trust formed in connection with the Securitization, (g) amending Borrower's or organizational documents or making such other reasonable changes to the structure of Borrower or such partners or members or shareholders required by any Rating Agency to conform to requirements customarily imposed in similar transactions, and (h) obtaining a comfort letter (in customary form and containing customary exceptions) from a nationally recognized accounting firm in connection with financial information relating to Borrower and the members of the Borrower Control Group (other than LFSRI II, LFSRI II Alternative and LFSRI-CADIM) and which is, in connection with the Securitization, presented in a private placement memorandum or prospectus. In no event shall Borrower be required to pay any Rating Agency or other fees or expenses or be required to pay any costs or expenses whatsoever in connection with any such Securitization other than the overhead and internal costs incurred by Borrower in cooperating in the manner described in clauses (a) through (h) above.
Appears in 1 contract
Samples: Loan Agreement (Lf Strategic Realty Investors Ii L P)
Securitization. In addition to any other assignment permitted pursuant to this Section, Loan Parties Each Borrower hereby acknowledge acknowledges that (x) the Lenders, their each Lender and each of its Affiliates and Approved Related Funds (“Lender Parties”) may sell or securitize the Loans Term Loan B (a “Securitization”) through the pledge of the Loans Term Loan B as collateral security for loans to a such Lender Party or its Affiliates or Related Funds or through the sale of the Term Loan B or the assignment or issuance of direct or indirect interests in the Loans (Term Loan B, which loans to such as, for instance, collateralized loan obligations), and (y) such Securitization may Lender or its Affiliates or Related Funds or direct or indirect interests will be rated by a Xxxxx’x, S&P or one or more other rating agencyagencies (the “Rating Agencies”). The Loan Parties shall reasonably Each Borrower agrees to cooperate with the Lender Parties such Lenders and their Affiliates and Related Funds to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the such Lenders in connection with order to effect the Securitization; , provided that (i) any such amendment or additional documentation does not impose material additional costs or liabilities on Borrower Borrowers, and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of such Borrower under the Loan Documents or change or affect in a manner adverse to such Borrower the financial terms of the LoansTerm Loan B or add more restrictive covenants or defaults, (b) providing such written information as may be reasonably requested by the such Lenders or rating agencies in connection with the rating of the Loans Term Loan B or the Securitization, and (c) providing in connection with any rating of the Term Loan B a certificate (i) agreeing to indemnify such Lenders and any of their Affiliates and Related Funds, any of the Lender PartiesRating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lender Parties such Lenders or any of their Affiliates or Related Funds, or such Securitization Parties Parties, may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement a breach of any material fact the representation and warranty contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the LoansSection 4.18, and (ii) agreeing to reimburse the Lender Parties such Lenders and the other their Affiliates and Related Funds, and such Securitization Parties Parties, for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.
Appears in 1 contract
Samples: Credit Agreement (Sitel Corp)
Securitization. In addition Notwithstanding anything set forth herein to the contrary, and without limiting the generality of the foregoing, Lender shall have the right to 153758634 Loan Agreement (CT/NJ Loan) - GTJ Portfolio Refinancing - AIG securitize the Loan (or any portion thereof or interest therein) in a commercial mortgage backed securitization or any other assignment permitted pursuant to this Section, Loan Parties hereby acknowledge that (x) the Lenders, their Affiliates and Approved Funds (“Lender Parties”) may sell public offering or securitize the Loans private placement (a “Securitization”) through the pledge of the Loans as collateral security for loans to a Lender Party or the assignment or issuance of direct or indirect interests in the Loans (such as, for instance, collateralized loan obligations), and (y) such Securitization may be rated by a rating agency. The Loan Parties Borrowers shall reasonably cooperate with Lender in effecting any such Securitization (without cost or expense to Borrowers (provided, however, that Borrowers shall be responsible for attorney’s fees incurred by Borrowers in excess of $25,000.00)). Borrowers authorize Lender to disclose to any actual or prospective participant or transferee of the Lender Parties to effect Loan (or any investor in such securities issued in connection with a Securitization or any rating agency rating such securities) any and all financial and other information then in Lender’s possession concerning the Securitization includingProperty, without limitationthe Borrower Control Persons and their respective Affiliates, by (a) amending this Agreement and or the other Loan Documents, and executing such additional documents, as reasonably Loan. If requested by Lender, whether prior to, on or following the Lenders Closing Date, Borrowers shall assist Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by any rating agency to be included in any loan documentation and/or disclosure documentation or otherwise in connection with any such Securitization. Without limiting the foregoing, if Lender reasonably deems it necessary to satisfy the market standards to which Lender customarily adheres or that may be reasonably required in the marketplace or by any rating agency in connection with any such Securitization, Borrowers shall deliver to Lender revised organizational documents for the Borrowers and/or Managing Member that provide for one (1) or more Independent Managers. Borrowers shall indemnify Lender (and its Affiliates) in connection with any material misstatement or material omission in the offering materials for such Securitization provided that such disclosure is based on information delivered by any Borrower Control Person to Administrative Agent and/or Lender. Lender shall reimburse Borrowers for all actual documented out-of-pocket attorney’s fees actually incurred by Borrowers in connection with the Securitizationforegoing; provided provided, however, that (i) any such amendment or additional documentation does Lender shall not impose material additional costs on Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of Borrower under the Loan Documents or change or affect in a manner adverse to Borrower the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the rating of the Loans or the Securitization, and (c) providing a certificate (i) agreeing to indemnify the Lender Parties, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lender Parties or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary reimburse Borrowers for attorney’s fees in order to make the statements therein, in light excess of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, and (ii) agreeing to reimburse the Lender Parties and the other Securitization Parties for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities$25,000.00.
Appears in 1 contract
Securitization. In addition to any other assignment permitted pursuant to this SectionAgreement, Loan Parties Borrowers hereby acknowledge that each Lender (x) the Lenders, their Affiliates and Approved Funds (a “Lender PartiesSecuritizing Lender”) may sell or may, at such Lender’s sole cost and expense, including reasonable fees of Lender’s and Borrowers’ respective counsel to review related amendments, securitize the Loans (a “Securitization”) through the pledge of the its Loans as collateral security for loans to a such Securitizing Lender Party or its Affiliates or Related Funds or through the sale of the Loans or the assignment or issuance of direct or indirect interests in the Loans (its Loans, which loans to such as, for instance, collateralized loan obligations), and (y) such Securitization may Securitizing Lender or its Affiliates or Related Funds or direct or indirect interests will be rated by Xxxxx’x, S&P or one or more other rating agencies; provided that no Confidential Information (as defined below) may be disclosed to any Person in connection with any Securitization unless such Person has expressly agreed in writing to maintain the confidentiality of the Confidential Information subject to the disclosures permitted under Section 18.12. Notwithstanding anything contained in this Agreement to the contrary, expenses in connection with a rating agencySecuritization incurred by each Lender conducting a Securitization shall not constitute Lender Group Expenses. The Loan Parties shall reasonably cooperate with the each Securitizing Lender Parties to effect the a Securitization including, without limitation, including by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization; provided that (i) any such amendment or additional documentation does not impose material additional costs on Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of Borrower under the Loan Documents or change or affect in a manner adverse to Borrower the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders or the applicable rating agencies in connection with the rating of the Loans or the SecuritizationSecuritizing Lender, its Affiliates and (c) providing a certificate (i) agreeing to indemnify the Lender PartiesRelated Funds, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lender Parties Securitizing Lender, its Affiliates and Related Funds or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers Group in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, and (ii) agreeing to reimburse the Lender Parties Securitizing Lender, its Affiliates and Related Funds and the other Securitization Parties for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.
Appears in 1 contract
Samples: Loan Agreement (Towerstream Corp)
Securitization. In addition to Borrower hereby acknowledges that the Lenders and any other assignment permitted pursuant to this Section, Loan Parties hereby acknowledge that (x) the Lenders, of their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (a “"Securitization”") through the pledge of the Loans as collateral security for loans to a Lender Party the such Lenders or their Affiliates or through the sale of the Loans or the assignment or issuance of direct or indirect interests in the Loans (Loans, which loans to such as, for instance, collateralized loan obligations), and (y) such Securitization may Lenders or their Affiliates or direct or indirect interests will be rated by a Xxxxx'x, Standard & Poor's or one or more other rating agencyagencies (the "Rating Agencies"). The Loan Parties Borrower shall reasonably cooperate undertake reasonable efforts with such Lenders and their Affiliates (such Lenders and the Lender Parties Affiliates, together with any of the Rating Agencies and any party providing credit support or otherwise participating in the Securitization, collectively the "Securitization Parties") to help them as they effect the Securitization including, without limitation, by (a) negotiating in good faith to consider amending this Agreement and the other Loan Documents, and negotiating in good faith to consider executing such additional documents, as reasonably requested by the Lenders such Lenders, in connection with the Securitization; , provided that (i) any such amendment or additional documentation does not impose material additional costs on Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of Borrower under the Loan Documents or change or affect in a manner adverse to Borrower the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders or rating agencies such Lenders, in connection with the rating of the Loans or the Securitization, and (c) providing a certificate (i) agreeing to indemnify the Lender Parties, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity (collectivelysuch information regarding Borrower and its Subsidiaries and Affiliates, the “Securitization Parties”Collateral and other property, assets and business of Borrower (including appraisals and valuations) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lender Parties or as may be reasonably requested by such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns assignees without the imposition of additional costs to Borrower. Notwithstanding the Loansforegoing, it is understood that Borrower and (ii) agreeing its Affiliates shall not be obligated to reimburse the Lender Parties and the other Securitization Parties for incur any legal increased cost, administrative burden or other expenses reasonably incurred by such Persons increased obligation in connection with defending the Securitization Liabilitiesany Securitization.
Appears in 1 contract
Samples: Credit Agreement (Avado Brands Inc)
Securitization. In addition to any other assignment permitted pursuant to this Section, Loan Parties The Borrower hereby acknowledge acknowledges that (x) the Lenders, Lenders and their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (a “"Securitization”") through the pledge of the Loans as collateral security for loans to a Lender Party the Lenders or their Affiliates or through the sale of the Loans or the assignment or issuance of direct or indirect interests in the Loans (such asLoans, for instance, collateralized loan obligations), and (y) such Securitization may which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by a Mxxxx'x, S&P or one or more other rating agencyagencies (the "Rating Agencies"). The Loan Parties Borrower shall reasonably cooperate with the Lender Parties Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization; , provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower under the Loan Documents or change or affect in a manner adverse to the Borrower the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lender PartiesLenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “Securitization "Liabilities”") to which the Lender Parties Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact by Borrower or any Affiliate of Borrower contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Loan Party Affiliate of the Borrower to the Lender Partiers Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission by Borrower or any Affiliate of Borrower to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, made and as of the time made not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, Loans and (ii) agreeing to reimburse the Lender Parties Lenders and the other Securitization Parties their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.
Appears in 1 contract
Samples: Credit Agreement (Dune Energy Inc)
Securitization. In addition to any other assignment permitted pursuant to this Section, Loan Parties Each Borrower hereby acknowledge acknowledges that (x) the Lenders, Lenders and each of their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans Borrowings (a “"Securitization”") through the pledge of the Loans Borrowings as collateral security for loans to a Lender Party such Lenders or their Affiliates or through the sale of the Borrowings or the assignment or issuance of direct or indirect interests in the Loans (Borrowings, which loans to such as, for instance, collateralized loan obligations), and (y) such Securitization may Lenders or their Affiliate or direct or indirect interests will be rated by a Moody's, Standard & Poor's or one or more other rating agencyagencies (the "Xxxxxx Agencies"). The Loan Parties Each Borrower shall reasonably cooperate with the Lender Parties such Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the such Lenders in connection with the Securitization; , provided that (i) any such amendment or additional documentation does not impose material additional costs on Borrower Borrowers and the Lender that elects to securitize its Borrowings shall pay for costs and expenses associated therewith, and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of Borrower Borrowers under the Loan Documents or change or affect in a manner adverse to Borrower Borrowers the financial terms of the LoansBorrowings, (b) providing such information as may be reasonably requested by the such Lenders or rating agencies in connection with the rating of the Loans Borrowings or the Securitization, and (c) providing in connection with any rating of the Borrowings a certificate (i) agreeing to indemnify such Lenders and any of their Affiliates, any of the Lender PartiesRating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “Securitization "Liabilities”") to which the Lender Parties such Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party Borrowers or its Affiliates to the Lender Partiers Group in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, made not misleading, and such indemnity shall survive any transfer by the Lenders any Lender or their its successors or assigns of the LoansBorrowings, and (ii) agreeing to reimburse the Lender Parties such Lenders and the other Securitization Parties any of their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.
Appears in 1 contract
Securitization. In addition to any other assignment permitted pursuant to this Section, Loan Parties hereby acknowledge that (x) any or all of the Lenders, Lenders and their Affiliates and Approved Funds (“Lender Parties”) may sell may, from time to time, sell, pledge or otherwise securitize all or any part of the Loans (each, a “Securitization”) ), through the pledge of the Loans as collateral security for loans to a any such Lender Party or its Affiliates, or through the direct sale of Loans or the assignment or issuance of direct or indirect interests in the Loans (such asLoans, for instance, collateralized loan obligations), and (y) such Securitization may which loans to any Lender or its Affiliates or direct or indirect interests will be rated by a Mxxxx’x, Standard & Poor’s or one or more other rating agencyagencies (the “Rating Agencies”). The Loan Parties shall reasonably agree to cooperate with each of the Lender Parties Lenders and their Affiliates to effect the Securitization each such Securitization, including, without limitation, by by: (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as shall be reasonably requested by the Lenders any Lender in connection with the any such Securitization; provided that provided, that, (i) any such amendment or additional documentation does shall not impose material additional costs on Borrower Loan Parties, and (ii) any such amendment or additional documentation does shall not materially and adversely affect the rights, or materially increase the obligations, of Borrower Loan Parties under the Loan Documents Documents, or change or affect in a manner adverse to Borrower Loan Parties the financial terms of the Loans, ; (b) providing such financial and other information as may be reasonably requested by the Lenders or rating agencies in connection with the rating of the Loans or the any such Securitization, ; and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lender PartiesLenders and their Affiliates, or any the Rating Agencies and each party providing credit support or otherwise participating in the Securitizationsuch Securitization (each, including a “Securitization Party”) for any investors in a securitization entity and all losses, claims, damages and/or liabilities (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lender Parties or any such Securitization Parties Party may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Agent or any Lender Partiers in connection with any Loan Document Document, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders any Lender or their successors or assigns of the any Loans, and (ii) agreeing to reimburse the each Lender Parties and the other Securitization Parties its Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.. 105
Appears in 1 contract
Samples: Loan and Security Agreement (Hudson Highland Group Inc)
Securitization. In addition to any other assignment permitted pursuant to this Section, Loan Parties The Borrower hereby acknowledge acknowledges that (x) the Lenders, Lenders and their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (a “Securitization”) through the pledge of the Loans as collateral security for loans to a Lender Party the Lenders or their Affiliates or through the sale of the Loans or the assignment or issuance of direct or indirect interests in the Loans (such asLoans, for instance, collateralized loan obligations), and (y) such Securitization may which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by a Mxxxx’x, Standard & Poor’s or one or more other rating agencyagencies (the “Rating Agencies”). The Loan Parties Borrower shall reasonably cooperate with the Lender Parties Lenders and their Affiliates to effect the Securitization including, without limitation, including by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization; , provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower under the Loan Documents or change or affect in a manner adverse to the Borrower the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lender PartiesLenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lender Parties Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower to any Loan Party to the Agent or Lender Partiers in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, Loans and (ii) agreeing to reimburse the Lender Parties Agents, the Lenders and the other Securitization Parties their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.
Appears in 1 contract
Samples: Financing Agreement (Compass Group Diversified Holdings LLC)
Securitization. In addition to any other assignment permitted pursuant to this Section, Loan Parties hereby acknowledge that (x) the Lenders, their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (a “Securitization”) through the pledge of the Loans as collateral security for loans to a Lender Party or the assignment or issuance of direct or indirect interests in the Loans (such as, for instance, collateralized loan obligations), and (y) such Securitization may be rated by a rating agency. The Loan Parties shall reasonably cooperate with the Lender Parties to effect the Securitization including, without limitation, by (a) amending this Agreement The Partnership has sold and may continue to sell, from time to time, certain eligible Receivables and related security to a Securitization Facility. CDFJV, in its capacity as a Partner, shall have sole discretion to determine whether or not the other Loan DocumentsPartnership shall transfer any Receivables to a Securitization Facility and to determine the timing, terms and executing conditions upon which any such additional documentstransfer is made; provided, as reasonably requested by the Lenders in connection with the Securitization; provided however, that (i) any such amendment Securitization Transaction shall be on terms and conditions customary in the industry for securitizations of similar size, type, asset class and market (it being agreed that any terms or additional documentation does not impose material additional costs on Borrower and conditions required by any investment bank underwriting or placing the securities being offered in connection with such Securitization Transaction, a party purchasing securities in a private Securitization Transaction, or by any rating agency rating such securities shall be deemed customary), (ii) the Partnership shall not assume or accept any servicing obligations in connection with any Securitized Receivables or remain liable for any such amendment or additional documentation does not materially adversely affect obligations incurred after the rightsdate such Securitized Receivables were sold, or materially increase the obligations, of Borrower under the Loan Documents or change or affect in a manner adverse to Borrower the financial terms (iii) all Members of the LoansManagement Committee (A) shall be provided with a copy of any Receivables Sale Agreement and (B) shall be apprised of the principal terms and conditions of any such Securitization Transaction, (biv) providing to the extent not prohibited by law any party to any such Securitization Transaction or any Affiliate of CDFJV shall be provided with a copy of any sale and/or servicing agreement relating to any such Securitization Transaction upon request, subject, in the sole discretion of CDFJV exercised in good faith, to the right of CDFJV and its Affiliates to withhold any information as may CDFJV or its Affiliates deem to be reasonably requested by the Lenders or rating agencies appropriate, and (v) in connection with the rating transfer of any Receivables to a Securitization Facility, the Partners will use commercially reasonable efforts to cause the sales price of such Receivables as set forth in any Receivables Sale Agreement to be calculated in a manner consistent with the definition of Fair Market Value (as set forth in this Agreement); provided that the Partners acknowledge that the terms of each such Receivables Sale Agreement shall govern all sales of Receivables thereunder, including, without limitation, the sales price of the Loans Receivables sold thereunder. The determination of “Fair Value” as used in any such Receivables Sale Agreement, shall be determined as of the end of the calendar month within which such transfer occurs. The Partners agree to cause the Partnership to cooperate with any servicer under any Securitization Facility with respect to the enforcement of any agreements, instruments, contracts or the Securitizationother documents creating, and (c) providing a certificate (i) agreeing to indemnify the Lender Partiesevidencing, or any party providing credit support governing, securing or otherwise participating in the Securitizationrelating to a Securitized Receivable, including any investors in a securitization entity (collectivelyincluding, but not limited to, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lender Parties or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, and (ii) agreeing to reimburse the Lender Parties and the other Securitization Parties for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization LiabilitiesManufacturer’s Repurchase Agreement.
Appears in 1 contract
Samples: Partnership Agreement (Polaris Inc.)
Securitization. In addition to any other assignment permitted pursuant to this SectionEach of Operator and Borrower hereby -------------- acknowledges that Lender, Loan Parties hereby acknowledge that (x) the Lendersits successors or assigns, their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (a “Securitization”) Loan or portions thereof in one or more transactions through the pledge of the Loans as collateral security for loans to a Lender Party or the assignment or issuance of direct or indirect interests in the Loans (such assecurities, for instance, collateralized loan obligations), and (y) such Securitization which may be rated by the Rating Agencies (each, a rating agency"Securitization"; -------------- collectively, the "Securitizations"). The Loan Parties Each of Operator and Borrower, --------------- respectively, agrees that it shall reasonably cooperate with Lender and use its best efforts to facilitate the Lender Parties to effect the consummation of each Securitization including, without limitationbut not limited to, by (a) amending or causing the amendment of this Agreement Agreement, the documents evidencing the Class B Equity Interests and, if any, the Class C Equity Interests and the other Loan Documents, and executing such additional documents, documents including amendments to Borrower's or Operator's organizational documents (provided such additional documents and amendments do not materially expand Borrower's or Operator's economic obligations hereunder) and preparing financial statements as reasonably requested by the Lenders Rating Agencies to conform the terms of the Loan to the terms of similar loans underlying completed or pending securitized transactions having or seeking ratings the same as those then being sought in connection with the Securitizationrelevant Securitization and; provided that (i) any such amendment or additional documentation does not impose material additional costs on Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of Borrower under the Loan Documents or change or affect in a manner adverse to Borrower the financial terms of the Loans, (b) promptly and reasonably providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the rating preparation of a private placement memorandum or a registration statement required to privately place or publicly distribute the securities in a manner which does not conflict with federal or state securities laws. Operator, additionally agrees that it shall further reasonably cooperate with Lender by (a) providing in connection with each of (i) a preliminary and a private placement memorandum or (ii) a preliminary and final prospectus, as applicable, an indemnification certificate (x) certifying that Operator has carefully examined sections of the Loans memorandum or prospectus, as applicable, including, without limitation, the sections entitled "Special Considerations," "Description of the Mortgage Loan" and "The Underlying Mortgaged Property," "The Operator," "Borrower" and "Certain Legal Aspects of the Mortgage Loan," and such sections (and any other sections reasonably requested) insofar as they relate to Borrower or Operator, their respective Affiliates, the Loan or the SecuritizationFacility do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, provided, however, that Operator shall not be required to indemnify Lender for any losses relating to untrue statements or omissions which Operator identified to Lender in writing at the time of Operator's examination of such memorandum or prospectus as applicable, and (cy) providing a certificate indemnifying Lender (i) agreeing to indemnify and its officers, directors, partners, employees, affiliates and agents and each other person, if any, controlling Lender or any of its affiliates within the Lender Partiesmeaning of either Section 15 of the Securities Act of 1933, as amended, or any party providing credit support or otherwise participating in Section 20 of the SecuritizationSecurities Exchange Act of 1934, including any investors in a securitization entity (collectivelyas amended), the “Securitization Parties”) Issuer and the Advisor for any losses, claims, damages damages, costs, expenses or liabilities (including, without limitation, all liabilities under all applicable federal and state securities laws) (other than those relating to untrue statements or omissions which Operator identified to Lender in writing at the “Securitization time of Operator's examination of the relevant portions of such prospectus or memorandum) (the foregoing liabilities for which Operator is responsible as described in this clause (y), collectively, the ------ --- "Liabilities”") to which the Lender Parties or such Securitization Parties any of them may become subject (i) insofar as the Securitization ----------- Liabilities arise directly out of or are based directly upon any untrue statement or alleged untrue statement of any material fact relating to Operator, Borrower, their respective Affiliates, the Loan, the Facility, or any aspect of the subject financing or the parties directly involved therein contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers in connection with any Loan Document such sections or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated thereinin such sections or necessary in order to make the statements in such sections, in light of the circumstances under which they were made, not misleading or (ii) as a result of any untrue statement of material fact in any of the financial statements of Operator or Borrower incorporated into any placement memorandum, prospectus, registration statement or other document connected with the issuance of securities or the failure to include in such financial statements or in any placement memorandum, prospectus, registration statement or other document connected with the issuance of securities any material fact relating to Borrower, Operator, their respective Affiliates, the Facility, the Loan, and any aspect of the subject financing necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, ; provided that Operator shall have had an opportunity to review and comment upon the relevant portions of such indemnity shall survive any transfer by the Lenders documents and Operator's comments thereon have been incorporated therein or their successors or assigns of the Loans, otherwise addressed to Operator's reasonable satisfaction; and (iiz) agreeing to reimburse Lender, the Lender Parties Issuer and the other Securitization Parties Advisor for any legal or other expenses reasonably incurred by such Persons Lender, the Issuer and the Advisor in connection with investigating or defending the Liabilities; (b) causing to be rendered such customary opinion letters as shall be reasonably requested by the Rating Agencies for other securitizations having or seeking ratings comparable to that then being sought for the relevant Securitization; (c) making such representations, warranties and covenants, as may be reasonably requested by the Rating Agencies and comparable to those required in other securitized transactions having or seeking the same rating as is then being sought for the Securitization; (d) providing such information regarding the Collateral as may be reasonably requested by the Rating Agencies or otherwise required in connection with the formation of a REMIC; and (e) providing any other information and materials required in the Securitization Liabilitiesprocess. Subject to Lender's application of funds in the Securitization Expense Sub-Account, Operator agrees to pay on the Securitization Closing Date and, if earlier, within thirty (30) days after the incurrence thereof, within ten (10) calendar days following demand, all of Operator's pro rata share of reasonable out-of-pocket costs of Lender (and not previously reimbursed by Borrower or Operator) in connection with the Securitization (or any attempt to securitize the Loan), including, without limitation, the cost of preparing a private placement memorandum or prospectus, Rating Agency fees and expenses (including ongoing surveillance fees), legal fees and disbursements (including without limitation, in connection with the rendering of legal opinions), third party due diligence expenses, including appraisals, engineering reports and environmental reports, the fees and expenses of any trustee, servicer or special servicer, including any ongoing servicing or special servicing fees, and the cost of market studies and SEC filing fees (collectively, "Securitization Costs"), provided, however, that Operator's liability for Securitization Costs shall not exceed the Initial Securitization Expense Amount. Each of Borrower and Operator acknowledges and agrees that the Lender may, at any time on or after the Closing Date, assign its duties, rights or obligations hereunder or under any Loan Document in whole, or in part, to a servicer and/or a trustee in Lender's discretion. Nothing herein shall in any way limit Lender's right to sell all or a portion of the Loan in a transaction which is not a Securitization.
Appears in 1 contract
Securitization. In addition to any other assignment permitted pursuant to this Section, Loan Parties The Borrower hereby acknowledge acknowledges that (x) the Lenders, Lenders and their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans Term Loan (a “Securitization”) through the pledge of the Loans Term Loan as collateral security for loans to a Lender Party the Lenders or their Affiliates or through the sale of the Term Loan or the assignment or issuance of direct or indirect interests in the Loans (such asTerm Loan, for instance, collateralized loan obligations), and (y) such Securitization may which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by a Xxxxx’x, Standard & Poor’s or one or more other rating agencyagencies (the “Rating Agencies”). The Loan Parties Borrower shall reasonably cooperate with the Lender Parties Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization; , provided that (i) any such amendment or additional documentation does not impose material additional costs (other than those costs of a de minimis nature) on the Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rightsrights (other than those effects of a de minimis nature), or materially increase the obligationsobligations (other than those increases of a de minimis nature), of the Borrower under the Loan Documents or change or affect in a manner adverse to the Borrower the financial terms of the LoansTerm Loan, (b) providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the rating of the Loans Term Loan or the Securitization, and (c) providing in connection with any rating of the Term Loan a certificate (i) agreeing to indemnify the Lender PartiesLenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization ”Liabilities”) to which the Lender Parties Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party or any of its Subsidiaries to the any Agent or Lender Partiers in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, Term Loan and (ii) agreeing to reimburse the Lender Parties Agents, the Lenders and the other Securitization Parties their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.
Appears in 1 contract
Securitization. In addition to any other assignment permitted pursuant to this Section, The Loan Parties hereby acknowledge that (x) the Lenders, Lenders and their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (a “"Securitization”") through the pledge of the Loans as collateral security for loans to a Lender Party the Lenders or their Affiliates or through the sale of the Loans or the assignment or issuance of direct or indirect interests in the Loans (such asLoans, for instance, collateralized loan obligations), and (y) such Securitization may which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by a Moody's, Standard & Poor's or one or more other rating agencyagencies (the "Xxxxxx Agencies"). The Loan Parties shall reasonably cooperate with the Lender Parties Lenders and their Affiliates to effect the Securitization Securitization, including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization; , provided that (i) any such amendment or additional documentation does not impose material additional costs on Borrower the Loan Parties and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of Borrower the Loan Parties under the Loan Documents or change or affect in a manner adverse to Borrower the Loan Parties the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lender PartiesLenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “Securitization "Liabilities”") to which the Lender Parties Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, Loans and (ii) agreeing to reimburse the Lender Parties Lenders and the other Securitization Parties their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.
Appears in 1 contract
Securitization. In addition to any other assignment permitted pursuant to this Section, Borrower hereby acknowledges that each Lender with a Term Loan Parties hereby acknowledge that (x) the Lenders, their B and each of its Affiliates and Approved Related Funds (“Lender Parties”) may sell or securitize the Loans Term Loan B (a “"Securitization”") through the pledge of the Loans Term Loan B, as collateral security for loans to a such Lender Party or its Affiliates or Related Funds or through the sale of the Term Loan B, or the assignment or issuance of direct or indirect interests in the Loans (Term Loan B, which loans to such as, for instance, collateralized loan obligations), and (y) such Securitization may Lender or its Affiliates or Related Funds or direct or indirect interests will be rated by a Xxxxx'x, S&P or one or more other rating agencyagencies (the "Rating Agencies"). The Loan Parties shall reasonably Borrower agrees to cooperate with the Lender Parties such Lenders and their Affiliates and Related Funds to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the such Lenders in connection with the Securitization; provided provided, however, that (i) any such amendment or additional documentation does not impose material additional costs on Borrower Borrower, and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of Borrower under the Loan Documents or change or affect in a manner adverse to Borrower the financial terms of the LoansTerm Loan B, (b) providing such information as may be reasonably requested by the such Lenders or rating agencies in connection with the rating of the Loans Term Loan B or the SecuritizationSecuritization provided that the provision of such information does not impose material additional costs on Borrower, and (c) providing in connection with any rating of the Term Loan B a certificate (i) agreeing to indemnify such Lenders and any of their Affiliates and Related Funds, any of the Lender PartiesRating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “"Securitization Liabilities”") to which the Lender Parties such Lenders or any of their Affiliates or Related Funds, or such Securitization Parties Parties, may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement a breach of any material fact the representation and warranty contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the LoansSection 4.18, and (ii) agreeing to reimburse the Lender Parties such Lenders and the other their Affiliates and Related Funds, and such Securitization Parties Parties, for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities. Notwithstanding the foregoing, this Section 2.16 is subject to Administrative Agent's and the Required Lenders' rights and obligations under Section 13 and Section 14 hereof in all respects and, in the event of a direct conflict between this Section 2.16 and any provision of Section 13 or Section 14 with respect to Administrative Agent's and the Required Lenders' rights and obligations, it is the intent of the parties that the applicable provision of Section 13 or Section 14 shall control and govern.
Appears in 1 contract
Securitization. In addition to any other assignment permitted pursuant to this Section, Loan Parties The Borrower hereby acknowledge that (x) the Lenders, Lenders and their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans Term Loan (a “"Securitization”") through the pledge of the Loans Term Loan as collateral security for loans to a the Lender Party or their Affiliates or through the sale of the Term Loan or the assignment or issuance of direct or indirect interests in the Loans (such asTerm Loan, for instance, collateralized loan obligations), and (y) such Securitization may which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by a Moody's, Standard & Poor's or one or more other rating agencyagencies (the "Xxxxxg Agencies"). The Loan Parties Borrower shall reasonably cooperate with the Lender Parties Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization; , provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower under the Loan Documents or change or affect in a manner adverse to the Borrower the financial terms of the LoansTerm Loan, (b) providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the rating of the Loans Term Loan or the Securitization, and (c) providing in connection with any rating of the Term Loan a certificate (i) agreeing to indemnify the Lender PartiesLenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “Securitization "Liabilities”") to which the Lender Parties Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party the Borrower to the Lender Partiers Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, Term Loan and (ii) agreeing to reimburse the Lender Parties Lenders and the other Securitization Parties their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.
Appears in 1 contract
Samples: Term Loan Agreement (Anchor Glass Container Corp /New)
Securitization. In addition to any other assignment permitted pursuant to this Section, Loan Parties The Borrower hereby acknowledge acknowledges that (x) the Lenders, Lenders and their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (a “”Securitization”) through the pledge of the Loans as collateral security for loans to a Lender Party the Lenders or their Affiliates or through the sale of the Loans or the assignment or issuance of direct or indirect interests in the Loans (such asLoans, for instance, collateralized loan obligations), and (y) such Securitization may which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by a Xxxxx’x, Standard & Poor’s or one or more other rating agencyagencies (the “Rating Agencies”). The Loan Parties Borrower shall reasonably cooperate with the Lender Parties Lenders and their Affiliates to effect the Securitization including, without limitation, including by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization; , provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower under the Loan Documents or change or affect in a manner adverse to the Borrower the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lender PartiesLenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization ”Liabilities”) to which the Lender Parties Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the any Agent or Lender Partiers in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, Loans and (ii) agreeing to reimburse the Lender Parties Agents, the Lenders and the other Securitization Parties their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.
Appears in 1 contract
Samples: Financing Agreement (Magnetek Inc)
Securitization. In addition to any other assignment permitted pursuant to this Section, Loan Parties Each of Borrower and each Guarantor hereby acknowledge acknowledges that (x) the Lenders, Lenders and each of their Affiliates and Approved Related Funds (“Lender Parties”) may sell or securitize the Loans (a “Securitization”) the amounts borrowed hereunder (the “Borrowings”) through the pledge of the Loans Borrowings as collateral security for loans to a Lender Party such Lenders or their Affiliates or Related Funds or through the sale of the Borrowings or the assignment or issuance of direct or indirect interests in the Loans (Borrowings, which loans to such as, for instance, collateralized loan obligations), and (y) such Securitization may Lenders or their Affiliates or Related Funds or direct or indirect interests will be rated by a Xxxxx’x, Standard & Poor’s or one or more other rating agencyagencies (the “Rating Agencies”). The Loan Parties Each of Borrower and each Guarantor shall reasonably use commercially reasonable efforts to cooperate with the Lender Parties such Lenders and their Affiliates and Related Funds to effect the Securitization includingSecuritization, without limitation, including by (a) amending this Agreement and the other Loan Documents, and (b) executing such additional documents, as reasonably requested by the such Lenders in connection with order to effect the Securitization; , provided that (i) any such amendment cooperation, amendment, or additional documentation does not impose material any additional costs (other than de minimis costs) on Borrower and or any Guarantor, (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of Borrower or any Guarantor under the Loan Documents or change or affect in a manner adverse to Borrower or any Guarantor the financial terms of the LoansBorrowings or add more restrictive covenants or defaults, and (iii) such amendment or additional documentation does not require Borrower or any Guarantor to (x) take any action which would be illegal or would breach any contractual obligation of Borrower or any Guarantor existing prior to the First Amendment Effective Date or (y) indemnify any Person other than the Agent and the Lenders, (bc) providing such information as may be reasonably requested by the such Lenders or rating agencies in connection with the rating of the Loans Borrowings or the Securitization, and (cd) providing in connection with any rating of the Borrowings a certificate (i) agreeing to indemnify such Lenders and any of their Affiliates and Related Funds, any of the Lender PartiesRating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lender Parties such Lenders or any of their Affiliates or Related Funds, or such Securitization Parties Parties, may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement a breach of any material fact the representation and warranty contained in any Loan Document Section 4.18 (as if such representation or in any writing delivered by or on behalf of any Loan Party warranty were made to the Lender Partiers in connection with any Loan Document or arise out best of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, Borrower’s and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loanseach Guarantor’s knowledge), and (ii) agreeing to reimburse the Lender Parties such Lenders and the other their Affiliates and Related Funds, and such Securitization Parties Parties, for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.
Appears in 1 contract
Securitization. In addition Notwithstanding anything set forth herein to the contrary, and without limiting the generality of the foregoing, Lender shall have the right to securitize the Loan (or any portion thereof or interest therein) in a commercial mortgage backed securitization or any other assignment permitted pursuant to this Section, Loan Parties hereby acknowledge that (x) the Lenders, their Affiliates and Approved Funds (“Lender Parties”) may sell public offering or securitize the Loans private placement (a “Securitization”) through the pledge of the Loans as collateral security for loans to a Lender Party or the assignment or issuance of direct or indirect interests in the Loans (such as, for instance, collateralized loan obligations), and (y) such Securitization may be rated by a rating agency. The Loan Parties Borrowers shall reasonably cooperate with Lender in effecting any such Securitization (without cost or expense to Borrowers (provided, however, that Borrowers shall be responsible for attorney’s fees incurred by Borrowers in excess of $25,000.00)). Borrowers authorize Lender to disclose to any actual or prospective participant or transferee of the Lender Parties to effect Loan (or any investor in such securities issued in connection with a Securitization or any rating agency rating such securities) any and all financial and other information then in Lender’s possession concerning the Securitization includingProperty, without limitationthe Borrower Control Persons and their respective Affiliates, by (a) amending this Agreement and or the other Loan Documents, and executing such additional documents, as reasonably Loan. If requested by Lender, whether prior to, on or following the Lenders Closing Date, Borrowers shall assist Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by any rating agency to be included in any loan documentation and/or disclosure documentation or otherwise in connection with any such Securitization. Without limiting the foregoing, if Lender reasonably deems it necessary to satisfy the market standards to which Lender customarily adheres or that may be reasonably required in the marketplace or by any rating agency in connection with any such Securitization, Borrowers shall deliver to Lender revised organizational documents for the Borrowers and/or Managing Member that provide for one (1) or more Independent Managers. Borrowers shall indemnify Lender (and its Affiliates) in connection with any material misstatement or material omission in the offering materials for such Securitization provided that such disclosure is based on information delivered by any Borrower Control Person to Administrative Agent and/or Lender. Lender shall reimburse Borrowers for all actual documented out-of-pocket attorney’s fees actually incurred by Borrowers in connection with the Securitizationforegoing; provided provided, however, that (i) any such amendment or additional documentation does Lender shall not impose material additional costs on Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of Borrower under the Loan Documents or change or affect in a manner adverse to Borrower the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the rating of the Loans or the Securitization, and (c) providing a certificate (i) agreeing to indemnify the Lender Parties, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lender Parties or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary reimburse Borrowers for attorney’s fees in order to make the statements therein, in light excess of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, and (ii) agreeing to reimburse the Lender Parties and the other Securitization Parties for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities$25,000.00.
Appears in 1 contract
Samples: Loan Agreement (GTJ Reit, Inc.)
Securitization. In addition to any other assignment permitted pursuant to this Section, Loan Parties The Borrower hereby acknowledge acknowledges that (x) the Lenders, Lenders and their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (a “"Securitization”") through the pledge of the Loans as collateral security for loans to a Lender Party the Lenders or their Affiliates or through the sale of the Loans or the assignment or issuance of direct or indirect interests in the Loans (such asLoans, for instance, collateralized loan obligations), and (y) such Securitization may which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by a rating agencyMoody's, S&P or one or more othxx xxxxng agencies (the "Rating Agencies"). The Loan Parties Borrower shall reasonably cooperate with the Lender Parties Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization; , provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower under the Loan Documents or change or affect in a manner adverse to the Borrower the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lender PartiesLenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “Securitization "Liabilities”") to which the Lender Parties Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact by Borrower or any Affiliate of Borrower contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Loan Party Affiliate of the Borrower to the Lender Partiers Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission by Borrower or any Affiliate of Borrower to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, made and as of the time made not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, Loans and (ii) agreeing to reimburse the Lender Parties Lenders and the other Securitization Parties their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.
Appears in 1 contract
Samples: Credit Agreement (Dune Energy Inc)
Securitization. In addition to any other assignment permitted pursuant to this Section, The Parent and the Loan Parties hereby acknowledge acknowledge, consent and agree that (x) the Lenders, Lenders and their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (a “"Securitization”") through the pledge of the Loans as collateral security for loans to a Lender Party the Lenders or their Affiliates or through the sale of the Loans or the assignment or issuance of direct or indirect interests in the Loans (such asLoans, for instance, collateralized loan obligations), and (y) such Securitization may which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by a Moody's, Standard & Poor's or one or more other rating agencyagencies (the "Xxxxxx Agencies"). The Parent and the Loan Parties shall reasonably cooperate with the Lender Parties Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization; , provided that (i) any such amendment or additional documentation does not impose material additional costs on Borrower the Parent and the Loan Parties and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of Borrower the Parent and the Loan Parties under the Loan Documents or change or affect in a manner adverse to Borrower the Parent and the Loan Parties the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lender PartiesLenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “Securitization "Liabilities”") to which the Lender Parties Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Parent or any Loan Party to the Lender Partiers Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, Loans and (ii) agreeing to reimburse the Lender Parties Lenders and the other Securitization Parties their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.
Appears in 1 contract
Securitization. In addition to any other assignment permitted pursuant to this Section, Loan Parties Each Borrower Party hereby acknowledge acknowledges that (x) the Lenders, their each Lender with a Commitment and each of its Affiliates and Approved Related Funds (“Lender Parties”) may sell or securitize the Loans (a “"Securitization”") through the pledge of the Loans as collateral security for loans to a such Lender Party or its Affiliates or Related Funds or through the sale of the Loans or the assignment or issuance of direct or indirect interests in the Loans (Loans, which loans to such as, for instance, collateralized loan obligations), and (y) such Securitization may Lender or its Affiliates or Related Funds or direct or indirect interests will be rated by a Xxxxx'x Investors Service, Inc., Standard & Poor's Rating Group or one or more other rating agencyagencies (the "Rating Agencies"). The Loan Parties shall reasonably Each Borrower Party agrees to cooperate with the Lender Parties such Lenders and their Affiliates and Related Funds to effect the Securitization Securitization, including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the such Lenders in connection with the Securitization; , provided that (i) any such amendment or additional documentation does not impose material additional costs (other than de minimus costs) on any Borrower Party, and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of any Borrower Party under the Loan Documents or change or affect in a manner adverse to the Borrower Parties the financial terms of the Loans, (b) providing such information as may be reasonably requested by the such Lenders or rating agencies in connection with the rating of the Loans or the Securitization, and (c) if requested by such Lenders, providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify such Lenders and any of their Affiliates and Related Funds, any of the Lender PartiesRating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (collectively, the “"Securitization Liabilities”") to which the Lender Parties such Lenders or any of their Affiliates or Related Funds, or such Securitization Parties Parties, may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement a breach of any material fact the representation and warranty contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the LoansSection 6.25, and (ii) agreeing to reimburse the Lender Parties such Lenders and the other their Affiliates and Related Funds, and such Securitization Parties Parties, for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities. Notwithstanding the foregoing, this Section 1.7 is subject to Agent's, Co- Agent's and the Required Lenders' rights and obligations under Article 11 hereof in all respects and, in the event of a direct conflict between this Section 1.7 and any provision of Article 11 with respect to Agent's, Co- Agent's and the Required Lenders' rights and obligations, it is the intent of the parties that the applicable provision of Article 11 shall control and govern.
Appears in 1 contract
Samples: Credit Agreement (Salton Inc)
Securitization. In addition A material inducement to any FFCA's closing of the transaction contemplated by this Agreement is the ability of FFCA to complete an investment grade rated securitized financing with respect to the Notes and the Equipment Notes through a real estate mortgage investment conduit ("REMIC") or other assignment permitted pursuant asset securitization vehicle selected by FFCA (the "Securitization"), in accordance with all requirements which may be imposed by the investors or the rating agencies involved in such Securitization, as selected by FFCA, or which may be imposed by applicable securities, tax or other laws or regulations, including, without limitation, laws which deal with FFCA's status as a real estate investment trust or a qualified subsidiary of a real estate investment trust. Debtor agrees, and will cause Arby's and Guarantor, to this Sectioncooperate in good faith with FFCA in (i) providing such documents, Loan Parties hereby acknowledge financial and other data, and other information and materials which would typically be required of Arby's, Guarantor, Debtor or FFCA, or which are specifically required in connection with the Securitization, by the investors or selected rating agencies as it relates to the completion of the Securitization; provided, however, that (x) the Lendersobligation of Debtor, their Affiliates Arby's and Approved Funds (“Lender Parties”) may sell or securitize Guarantor to deliver at FFCA's request such documents, information and materials to third-parties shall be conditioned upon the Loans (execution and delivery by the recipient thereof of a “Securitization”) through the pledge of the Loans Confidentiality Agreement, except as collateral security for loans to a Lender Party or the assignment or issuance of direct or indirect interests otherwise provided in the Loans (such as, for instance, collateralized loan obligations)this Section, and (y) to the extent the Loan Documents stipulate time periods for the delivery of information of the nature requested by FFCA, Arby's, RC/Arby's and Guarantor shall not be required to deliver such Securitization may information prior to the expiration of the applicable time periods (otherwise, such information shall be rated by a rating agency. The Loan Parties shall reasonably cooperate with the Lender Parties to effect the Securitization includingdelivered promptly), without limitation, by and (aii) amending the terms of the transactions under the Management Agreement, the Contribution Agreement, this Agreement and the other Loan DocumentsDocuments to the extent reasonably necessary so as to satisfy the requirements of investors or selected rating agencies involved in such Securitization, so long as such amendments would not have a material adverse effect on any of the parties (other than FFCA and executing REIT) to the transactions described in this Agreement nor result in the Loan Documents being more burdensome to any of such additional documentsparties (other than FFCA or REIT). Debtor shall not be responsible for any actual and reasonable out-of-pocket attorneys' fees or other expenses incurred by FFCA, as reasonably requested by the Lenders Debtor or Guarantor in connection with the SecuritizationSecuritization or Debtor's, RC/Arby's or Guarantor's cooperation with FFCA's Securitization efforts; FFCA shall be required to reimburse Debtor, Arby's, RC/Arby's or Guarantor for any of their actual and reasonable out-of-pocket expenses (including, without limitation, attorney's fees and expenses) incurred in cooperating with FFCA with respect to the Securitization provided that (i) any such amendment or additional documentation does not impose material additional costs on Borrower expenses are reasonable and (ii) any unless the information and materials provided by them are otherwise required at such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of Borrower under time to be provided by Debtor to FFCA pursuant to the Loan Documents Documents. At such time as FFCA undertakes the Securitization, FFCA agrees to use its best efforts to be and remain the master or change or affect in a manner adverse to Borrower the financial terms special servicer of the Loans, (b) providing such information as may be reasonably requested by Loan and Equipment Loan under and subject to the Lenders or rating agencies applicable pooling and/or servicing agreement during the period that securities issued in connection with the rating of Securitization remain outstanding. The trustee pursuant to the Loans applicable pooling and servicing agreement or the Securitization, and (c) providing a certificate (i) agreeing to indemnify the Lender Parties, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity similar agreements (collectively, the “Securitization Parties”"Trustee") for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lender Parties or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers entered into in connection with any Loan Document or arise out of or are based upon a Securitization (collectively, the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading"Securitization Documents"), and such indemnity shall survive any transfer by the Lenders certificateholders or their successors or assigns investors of the Loans, and (ii) agreeing to reimburse the Lender Parties and the other Securitization Parties for any legal or other expenses reasonably incurred by such Persons certificates issued in connection with defending the Securitization Liabilities.applicable pooling and servicing agreement (collectively, the "Certificateholders"), shall not be subject to the terms and conditions of the Confidentiality Agreement provided that:
Appears in 1 contract
Samples: Loan Agreement (Rc Arbys Corp)
Securitization. In addition to any other assignment permitted pursuant to this SectionBorrower hereby acknowledges that Lender, Loan Parties hereby acknowledge that (x) the Lendersits successors or assigns, their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (a “Securitization”) Loan or portions thereof in one or more transactions through the pledge of the Loans as collateral security for loans to a Lender Party or the assignment or issuance of direct or indirect interests in the Loans (such assecurities, for instance, collateralized loan obligations), and (y) such Securitization which may be rated by the Rating Agencies (each, a rating agency"Securitization"; collectively, the "Securitizations"). The Loan Parties Borrower agrees that at its sole cost and expense, it shall reasonably cooperate with Lender and use its best efforts to facilitate the Lender Parties to effect the consummation of each Securitization including, without limitationbut not limited to, by (a) amending or causing the amendment of this Agreement and the other Loan Documents, and executing such additional documents, documents including amendments to Borrower's organizational documents and preparing financial statements as reasonably requested by the Lenders Rating Agencies to conform the terms of the Loan to the terms of similar loans underlying completed or pending securitized transactions having or seeking ratings the same as those then being sought in connection with the relevant Securitization; provided , provided, however, that (i) any such amendment or additional documentation does documents shall not impose material additional costs on Borrower and (ii) any such amendment or additional documentation does not materially adversely affect change the rights, or materially increase the obligations, of Borrower under the Loan Documents or change or affect in a manner adverse to Borrower the financial economic terms of the Loans, Loan; (b) promptly and reasonably providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the rating preparation of a private placement memorandum or a registration statement required to privately place or publicly distribute the Loans securities in a manner which does not conflict with federal or the Securitization, and state securities laws; (c) providing a certificate in connection with each of (i) agreeing a preliminary and a private placement memorandum or (ii) a preliminary and final prospectus, as applicable, an indemnification certificate (x) certifying that Borrower has carefully examined such memorandum or prospectus, as applicable, including, without limitation, the sections entitled "Special Considerations", "Description of the Mortgage Loan and "The Underlying Mortgaged Property", "The Manager", "Borrower" and "Certain Legal Aspects of the Mortgage Loan", and such sections (and any other sections reasonably requested) insofar as they relate to Borrower, its Affiliates, the Loan or the Facility do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, provided, however, that Borrower shall not be required to indemnify Lender for any losses relating to untrue statements or omissions which Borrower identified to Lender in writing at the time of Borrower's examination of such memorandum or prospectus as applicable, and (y) indemnifying Lender Parties(and its officers, directors, partners, employees, affiliates and agents and each other person, if any, controlling Lender or any of its affiliates within the meaning of either Section 15 of the Securities Act of 1933, as amended, or any party providing credit support or otherwise participating in Section 20 of the SecuritizationSecurities Exchange Act of 1934, including any investors in a securitization entity (collectivelyas amended), the “Securitization Parties”) Issuer and the Advisor for any losses, claims, damages damages, expenses 39 44 or liabilities (including, without limitation, all liabilities under all applicable federal and state securities laws) (collectively, the “Securitization "Liabilities”") to which the Lender Parties or such Securitization Parties any of them may become subject (i) insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact relating to Borrower, its Affiliates, the Loan, the Facility, the Manager or any aspect of the subject financing or the parties directly involved therein contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers in connection with any Loan Document such sections or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated thereinin such sections or necessary in order to make the statements in such sections, in light of the circumstances under which they were made, not misleading or (ii) as a result of any untrue statement of material fact in any of the financial statements of Borrower incorporated into any placement memorandum, prospectus, registration statement or other document connected with the issuance of securities or the failure to include in such financial statements or in any placement memorandum, prospectus, registration statement or other document connected with the issuance of securities any material fact relating to Borrower, its Affiliates, the Facility, the Loan, the Manager and any aspect of the subject financing necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, ; provided that Borrower shall have had an opportunity to review and comment upon the relevant portions of such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, documents; and (iiz) agreeing to reimburse Lender, the Lender Parties Issuer and the other Securitization Parties Advisor for any legal or other expenses reasonably incurred by such Persons Lender, the Issuer and the Advisor in connection with investigating or defending the Liabilities; (d) causing to be rendered such customary opinion letters as shall be reasonably requested by the Rating Agencies for other securitizations having or seeking ratings comparable to that then being sought for the relevant Securitization; (e) making such representations, warranties and covenants, as may be reasonably requested by the Rating Agencies and comparable to those required in other securitized transactions having or seeking the same rating as is then being sought for the Securitization; (f) providing such information regarding the Collateral as may be reasonably requested by the Rating Agencies or otherwise required in connection with the formation of a REMIC and (g) providing any other information and materials required in the Securitization Liabilitiesprocess. Borrower acknowledges and agrees that the Lender may, at any time on or after the Closing Date, assign its duties, rights or obligations hereunder or under any Loan Document in whole, or in part, to a servicer and/or a trustee in Lender's discretion. Nothing herein shall in any way limit Lender's right to sell all or a portion of the Loan in a transaction which is not a Securitization.
Appears in 1 contract
Securitization. In addition The Borrower and the General Partner shall use commercially reasonable best efforts to any other assignment permitted pursuant to this Section, Loan Parties hereby acknowledge that (x) the Lenders, their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (a “Securitization”) through the pledge of the Loans as collateral security for loans to a Lender Party or the assignment or issuance of direct or indirect interests in the Loans (such as, for instance, collateralized loan obligations), and (y) such Securitization may be rated by a rating agency. The Loan Parties shall reasonably cooperate with the Lender Parties to effect in its activities in connection with the Securitization includingsale of the Loan as a whole loan or any securitization of the Loan (the "Securitization"), without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested including obtaining ratings by the Lenders Rating Agencies. The Securitization will involve the issuance of rated single- or multi-class securities secured by or evidencing ownership interests in the Loan Documents (the "Certificates"). The Borrower acknowledges and agrees that, in connection with the Securitization; , (a) this Agreement, the Mortgage Note, the Security Documents and the other Loan Documents may be assigned, pursuant to the assignment, to a trustee (the "Trustee"), as trustee under a trust and servicing agreement (the "Trust and Servicing Agreement") in form substantially similar to those commonly used in rated commercial mortgage-backed securities offerings and (b) pursuant to the Trust and Servicing Agreement, a professional loan servicer of recognized standing (the "Servicer") would be appointed to service the Loan, this Agreement and the Loan Documents as provided that therein. The addresses of the Trustee and the Servicer will be provided to the Borrower and the Ground Lessors in writing before the Securitization is consummated. Upon such assignment, the Trustee shall for all purposes be the sole Lender hereunder and the sole mortgagee or beneficiary under the Mortgages (and all references herein to the "Lender" shall be deemed to refer to the Trustee) and shall, together with the Servicer, among other things, (i) any such amendment or additional documentation does not impose material additional costs on Borrower have the sole and (ii) any such amendment or additional documentation does not materially adversely affect exclusive benefit of and the rightsright and power to exercise, or materially increase to direct the obligationsexercise of, all the rights and remedies of Borrower the Lender hereunder and under the Loan Documents Security Documents, including the right to inspect the Collateral, to receive notices and financial information, to grant or change withhold consents or affect in a manner adverse approvals, to benefit from indemnities, to receive, hold and apply proceeds or any other amount or property provided by the Borrower hereunder, and, upon the financial terms occurrence and during the continuation of an Event of Default, to take any action required or permitted of the LoansLender with respect thereto, (b) providing such information as may be reasonably requested by all in the Lenders or rating agencies in connection with the rating Trustee's own name, and to exercise all other rights and remedies of the Loans or Lender hereunder and under the Securitization, and (c) providing a certificate (i) agreeing to indemnify the Lender Parties, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lender Parties or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the LoansSecurity Documents, and (ii) be bound by all the terms hereof which apply to the Lender. The Borrower hereby acknowledges the foregoing and agrees to be bound to the Trustee, upon such assignment, recognizing the Trustee as the Lender hereunder as if the Trustee were named in this Agreement as the Lender, recognizing that the Servicer shall be entitled to act on behalf of the Trustee and the Holders under and as provided in the Trust and Servicing Agreement and shall be entitled to and shall receive all notices, financial and other information, agreements and other documents to be delivered to the Lender or the Trustee hereunder or under any of the other Loan Documents and accepting and agreeing to reimburse all of the terms reasonably set forth in the Trust and Servicing Agreement and the exhibits thereto, all of which shall be secured under the Security Documents. Upon such assignment, the Borrower's obligations to the Lender Parties specified in this Agreement shall be satisfied by the Borrower's tendering full and timely payment or performance thereof to the Trustee or, if directed by the Trustee, to the Servicer. With respect to the delivery of documents and other written material, the Trustee and the Servicer shall have only the obligations expressly required of the Lender herein or in the other Securitization Parties Loan Documents or of the Trustee or the Servicer in the Trust and Servicing Agreement. All rights and remedies of the Trustee as the Lender hereunder, including all indemnities running to the Lender, shall also operate for the benefit of the Servicer and the Holders, as provided in the Trust and Servicing Agreement, and shall be exercised by the Trustee and the Servicer in accordance with and subject to the terms and conditions set forth in the Trust and Servicing Agreement. The Borrower acknowledges and agrees that, until the Borrower has received notice from the Trustee to the contrary, and subject to the terms and conditions set forth in the Trust and Servicing Agreement to the contrary, all deliveries and notifications to be made by the Borrower to the Trustee, as Lender, pursuant to this Agreement or any legal or other expenses reasonably incurred by such Persons in connection with defending Loan Document shall be made to the Securitization LiabilitiesServicer only and not to the Trustee.
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Samples: Loan Agreement (Courtyard by Marriott Limited Partnership)
Securitization. In addition (i) Seller has delivered, on or prior to any other assignment permitted pursuant to this Section, Loan Parties hereby acknowledge that (x) the Lenders, their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (a “Securitization”) through the pledge of the Loans as collateral security for loans to a Lender Party or the assignment or issuance of direct or indirect interests in the Loans (such asClosing Date will deliver, for instance, collateralized loan obligations), use by Purchaser or CompuCredit in and (y) such Securitization may be rated by a rating agency. The Loan Parties shall reasonably cooperate in connection with the Lender Parties to effect marketing, pricing or placement of any securities backed by the Securitization Acquired Assets (including, without limitation, by (a) amending this Agreement and the other Loan Documentsany offering document relating thereto, including any exhibits, amendments, attachments or supplements thereto, and executing such additional documents, as reasonably requested by the Lenders other materials to be delivered to investors in connection with the SecuritizationInterim Securitization or the Securitization (the "Securitization Materials")), the narrative descriptions of Seller and the origination of the Accounts set forth in Schedule 5.2(l) and data files containing the historical information regarding the Accounts of the types set forth on Schedule 5.2(l), for a period beginning in June 2001 and ending as of the Cut-Off Time, and, at CompuCredit's request, Seller shall deliver or cause to be delivered for use in the Securitization Materials (A) updates to such historical information through the Conversion Date, (B) updates to the narrative description of Seller and (C) subject to Section 5.2(g), updates on the status of the Class Action Litigation and information as to any litigation commenced against Seller after the date hereof relating to any or all of the Accounts (other than Excluded Accounts) (all such information previously or to be provided by Seller, the "Seller Securitization Materials"). Seller represents and agrees that the information included in the Seller Securitization Materials was and will be true and accurate in every material respect, as of the date such information is or was stated or certified, and Seller shall provide an appropriate officer's certificate to that effect. Seller shall not be required to make any certification regarding the Seller Securitization Materials except as expressly set forth in Section 5.2(l) or to make any representations or warranties regarding any of the information set forth in the Securitization Materials; provided that the foregoing is not intended to be and shall not be construed to be in derogation of the representations and warranties of Seller set forth in Section 4.1. Seller shall have the right (but not the obligation) to (i) any such amendment review and approve in advance the use of all information provided by it pursuant to this Section 5.2(l) or additional documentation does not impose material additional costs on Borrower otherwise in the Securitization Materials and (ii) any require the inclusion of such amendment additional information regarding Seller, Providian Financial Corporation or additional documentation does not materially adversely affect the rightsAcquired Assets in the Securitization Materials that it reasonably believes appropriate; provided, or materially increase however, that to the obligations, extent that the Seller requires the inclusion in the Securitization Materials of Borrower under the Loan Documents or change or affect in a manner adverse to Borrower the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders or rating agencies set forth in connection with the rating of the Loans or the Securitization, and (c) providing a certificate (i) agreeing to indemnify the Lender Parties, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lender Parties or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, and clause (ii) agreeing above, such information shall be deemed to reimburse be a part of the Lender Parties and the other Seller Securitization Parties for any legal Materials. Any Seller Securitization Materials proposed to be used by Purchaser or other expenses reasonably incurred by such Persons CompuCredit in connection with defending the Securitization LiabilitiesMaterials shall be presented to Seller in substantially complete form no less than five (5) Business Days prior to the proposed first use thereof by Purchaser or CompuCredit, so as to allow Seller to review and approve such materials; provided, however, that if Seller fails to provide any comments to Purchaser or CompuCredit on such materials within two (2) Business Days of receipt, then Seller shall be deemed to have approved such materials.
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Securitization. In addition to any other assignment permitted pursuant to this Section, Loan Parties Borrower hereby acknowledge acknowledges that (x) the Lenders, their Lender and its Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (a “Securitization”) through the pledge of the Loans as collateral security for loans to a Lender Party or its Affiliates or through the sale of the Loans or the assignment or issuance of direct or indirect interests in the Loans (such asLoans, for instance, collateralized loan obligations), and (y) such Securitization may which loans to Lenders or its Affiliates or direct or indirect interests will be rated by a Xxxxx’x, Standard & Poor’s or one or more other rating agencyagencies (the “Rating Agencies”). The Loan Parties Borrower shall reasonably cooperate with the Lender Parties and its Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the such Lenders in connection with the Securitization; , provided that (i) any such amendment or additional documentation does not impose material additional costs on Borrower the Borrower, and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of Borrower under the Loan Documents or change or affect in a manner adverse to Borrower the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders or rating agencies Lender in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify Lender and any of its Affiliates, any of the Lender PartiesRating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lender Parties Lender, its Affiliates or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Loan Party Affiliates to the Lender Partiers in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, made not misleading, and such indemnity shall survive any transfer by the Lenders Lender or their its successors or assigns of the Loans, and (ii) agreeing to reimburse the Lender Parties Lenders and the other Securitization Parties any of its Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.
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Securitization. In addition to any other assignment permitted pursuant to this Section, Borrower hereby acknowledges that each Lender with a Term Loan Parties hereby acknowledge that (x) the Lenders, their B or Term Loan C and each of its Affiliates and Approved Related Funds (“Lender Parties”) may sell or securitize the Loans Term Loan B or Term Loan C, as applicable, (a “Securitization”) through the pledge of the Loans Term Loan B or Term Loan C, as applicable, as collateral security for loans to a such Lender Party or its Affiliates or Related Funds or through the sale of the Term Loan B or Term Loan C, as applicable, or the assignment or issuance of direct or indirect interests in the Loans (Term Loan B or Term Loan C, as applicable, which loans to such as, for instance, collateralized loan obligations), and (y) such Securitization may Lender or its Affiliates or Related Funds or direct or indirect interests will be rated by a Mxxxx’x, S&P or one or more other rating agencyagencies (the “Rating Agencies”). The Loan Parties shall reasonably Borrower agrees to cooperate with the Lender Parties such Lenders and their Affiliates and Related Funds to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the such Lenders in connection with the Securitization; , provided that (i) any such amendment or additional documentation does not impose material additional costs on Borrower Borrower, and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of Borrower under the Loan Documents or change or affect in a manner adverse to Borrower the financial terms of the LoansTerm Loan B or Term Loan C, (b) providing such information as may be reasonably requested by the such Lenders or rating agencies in connection with the rating of the Loans Term Loan B, Term Loan C or the SecuritizationSecuritization provided that the provision of such information does not impose material additional costs on Borrower, and (c) providing in connection with any rating of the Term Loan B or Term Loan C a certificate (i) agreeing to indemnify such Lenders and any of their Affiliates and Related Funds, any of the Lender PartiesRating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lender Parties such Lenders or any of their Affiliates or Related Funds, or such Securitization Parties Parties, may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement a breach of any material fact the representation and warranty contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the LoansSection 4.18, and (ii) agreeing to reimburse the Lender Parties such Lenders and the other their Affiliates and Related Funds, and such Securitization Parties Parties, for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities. Notwithstanding the foregoing, this Section 2.16 is subject to Administrative Agent’s and the Required Lenders’ rights and obligations under Sections 13 and 14 hereof in all respects and, in the event of a direct conflict between this Section 2.16 and any provision of Section 13 or 14 with respect to Administrative Agent’s and the Required Lenders’ rights and obligations, it is the intent of the parties that the applicable provision of Section 13 or 14 shall control and govern.
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Securitization. In addition to any other assignment permitted pursuant to this Section, Loan Parties The Borrower hereby acknowledge acknowledges that (x) the Lenders, Lenders and their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (a “"Securitization”") through the pledge of the Loans as collateral security for loans to a Lender Party the Lenders or their Affiliates or through the sale of the Loans or the assignment or issuance of direct or indirect interests in the Loans (such asLoans, for instance, collateralized loan obligations), and (y) such Securitization may which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by a Moody's, Standard Poxx'x xx one or more other rating agencyagencies (the "Rating Agencies"). The Loan Parties Borrower shall reasonably cooperate with the Lender Parties Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization; , provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower under the Loan Documents or change or affect in a manner adverse to the Borrower the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lender PartiesLenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “Securitization "Liabilities”") to which the Lender Parties Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, Loans and (ii) agreeing to reimburse the Lender Parties Lenders and the other Securitization Parties their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.. [SIGNATURES BEGIN NEXT PAGE] BORROWER: GULFWEST OIL GAS COMPANY By:__\s\ Thomas R. Kaetzer Thomas R. Kaetzer President ADMINISTRATIVE AGENT: HIGHBRIDGE/ZWIRN SPECIAL OPPORTUNITIES FUND, L.P., as Administrative Agent By: \s\ D. B. Zwirn Co., L.P. XXXXXX: HIGHBRIDGE/ZWIRN SPECIAL OPPORTUNITIES FUND, L.P. By: D.B. Zwirn Co., L.P. Address: 745 5th Avenue, 18th Fxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Morris W. Macleod Telecopy: (212) 287-4263 LENDER: DRAWBRIDGE SPECIAL OPPORTUNITIES FUND LP By: \s\ Drawbridge Special Opportunities GP LLC Address: 1251 Avenue of the Americas Suite 1600 Xxx Xxxx, Xxx Xxxx 00000 Attention: Telecopy: JOINDER BY Setex Oil Gas Company Setex Oil Gas Company, a Texas corporation, hereby joins in the execution of this Credit Agreement to evidence its acknowledgment and agreement (i) to undertake to perform all obligations which under the terms of the Agreement or any other Loan Document Borrower is required to cause Operator to perform, (ii) not to do any action which the Borrower under the terms of the Agreement or any other Loan Document is obligated not to permit Operator to do, (iii) to Agent's right to terminate the Contract Operating Agreement between the Borrower and Operator as provided in Sections 8.06(i) and 10.02(d), and (iv) to not amend, modify, restate or change in any fashion the Contract Operating Agreement. Note Setex Oil Gas Company, is not a party to the Agreement and is no way liable for or responsible for the payment of any Loans that are or maybe in the future outstanding under the Agreement; its joinder hereby is solely for the purposes set forth above in this paragraph and no other. Setex Oil Gas Company By: \s\ Thomas R. Kaetzer Thomas R. Kaetzer President Address for Notices: Setex Oil Gas Company 4801 N. Sam Houston Pkxx. X. Xxxxx 300 Houston, Texas 77060 Attention of Thomas R. Kaetzer Telecopy No. 281-260-8488 Annex I ANNEX I LIST OF MAXIMUM CREDIT AMOUNTS Aggregate Maximum Credit Amounts Name of Lender Applicable Maximum Percentage Credit Amount Drawbridge Special Opportunities Fund LP 50% $9,000,000 Highbridge/Zwirn Special Opportunxxxxx Fund, L.P. 50% $9,000,000 TOTAL 100.00% 18,000,000 Exhibit B EXHIBIT A FORM OF AMEDED AND RESTATED NOTE $18,000,000 April 27, 2004 FOR VALUE RECEIVED, GulfWest Oil Gas Company, a Texas corporation (the "Borrower"), hereby promises to pay to the order of [ ] (the "Lender"), at the principal office of Highbridge/Zwirn Special Opportxxxxxes Fund, L.P. (the "Administrative Agent"), at 745 Fifth Avenue, 18tx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxx xxxxxxxxx xxx xf EIGHTEEN MILLION Dollars ($18,000,000), in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each such Loan, at such office, in like money and funds, for the period commencing on the date of such Loan until such Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement. The date and amount of the Loan made by the Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Amended and Restated Note, may be endorsed by the Lender on the schedules attached hereto or any continuation thereof or on any separate record maintained by the Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender's or the Borrower's rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of this Amended and Restated Note. This Amended and Restated Note is one of the Notes referred to in the Credit Agreement dated as of April 27, 2004 among the Borrower, the Administrative Agent, and the other agents and lenders signatory thereto (including the Lender), and evidences Loans made by the Lender thereunder (such Credit Agreement as the same may be amended, supplemented or restated from time to time, the "Credit Agreement"). Capitalized terms used in this Amended and Restated Note have the respective meanings assigned to them in the Credit Agreement. This Amended and Restated Note is issued pursuant to the Credit Agreement and is entitled to the benefits provided for in the Credit Agreement and the other Loan Documents. The Credit Agreement provides for the acceleration of the maturity of this Amended and Restated Note upon the occurrence of certain events, for prepayments of Loans upon the terms and conditions specified therein and other provisions relevant to this Amended and Restated Note. This Amended and Restated Note represents a renewal, rearrangement and modification to that certain Amended and Restated Advancing Note dated effective as of April 5, 2000, made by Borrower in the stated original amount of $36,102,000 ("Prior Note"). All collateral given to secure the Prior Note shall also secure this Amended and Restated Note. THIS AMENDED AND RESTATED NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. GULFWEST OIL GAS COMPANY By: \s\ Thomas R. Kaetzer Name: Thomas R. Kaetzer Title: President EXHIBIT B FORM OF BORROWING REQUEST _________, 200__ GulfWest Oil Gas Company, a Texas corporation (the "Borrower"), pursuant to Section 2.03 of the Credit Agreement dated as -------- of April 27, 2004 (together with all amendments, restatements, supplements or other modifications thereto, the "Credit Agreement") among the Borrower, Highbridge/Zwirn Special Opportuxxxxxs Fund, L.P., as Administrative Agent and the other agents and lenders (the "Lenders") that are or become parties thereto (unless otherwise defined herein, each capitalized term used herein is defined in the Credit Agreement), hereby requests a Borrowing as follows:
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