Common use of Certain Obligations Clause in Contracts

Certain Obligations. The Senior Facility Agent shall: (a) give prompt notice to each Senior Lender, the Common Security Trustee, the Swing Line Lender and the Senior Issuing Banks of receipt of each notice or request required or permitted to be given to the Senior Facility Agent by the Borrower pursuant to the terms of this Agreement or any other Financing Document (unless concurrently delivered to the Senior Lenders, the Common Security Trustee, the Swing Line Lender and the Senior Issuing Banks by the Borrower). The Senior Facility Agent will distribute to each Senior Lender, the Common Security Trustee, Swing Line Lender and the Senior Issuing Banks each document or instrument (including each document or instrument delivered by the Borrower to the Senior Facility Agent pursuant to Article VI (Representations and Warranties), Article VII (Conditions Precedent) and Article VIII (Covenants of the Borrower)) received for the account of the Senior Facility Agent and copies of all other communications received by the Senior Facility Agent from the Borrower for distribution to the Senior Lenders, the Common Security Trustee, Swing Line Lender and the Senior Issuing Banks by the Senior Facility Agent in accordance with the terms of this Agreement or any other Financing Document; (b) except as otherwise expressly provided in any other Financing Document, perform its duties in accordance with any instructions given to it by (i) the Senior Issuing Banks, (ii) the Swing Line Lender or (iii) the Senior Lenders, the Required Senior Lenders or the Supermajority Senior Lenders, as the case may be, which instructions shall be binding on the Senior Facility Agent; (c) if so instructed by (i) the Senior Issuing Banks, (ii) the Swing Line Lender or (iii) the Senior Lenders, the Required Senior Lenders or the Supermajority Senior Lenders, as the case may be, refrain from exercising any right, power, authority or discretion vested in it; and (d) without additional charge or compensation, perform such calculations and furnish to the Senior Lenders, the Swing Line Lender and the Senior Issuing Banks information relating to the principal amount outstanding, interest due, and such other matters as the Senior Lenders, the Swing Line Lender and the Senior Issuing Banks may reasonably request.

Certain Obligations. The Senior Facility Agent shall: (a) give prompt notice Sunstone Parties will use its reasonable best efforts to each Senior Lender, secure the Common Security Trustee, the Swing Line Lender and the Senior Issuing Banks of receipt release of each notice or request required or permitted to be given to of Alter and Biedxxxxx xxxm their respective obligations incurred following the Senior Facility Agent by Closing under the Borrower pursuant to the terms of this Agreement or any other Financing Document (unless concurrently delivered to the Senior Lenders, the Common Security Trustee, the Swing Line Lender guarantees and the Senior Issuing Banks by the Borrower). The Senior Facility Agent will distribute to each Senior Lender, the Common Security Trustee, Swing Line Lender and the Senior Issuing Banks each document or instrument (including each document or instrument delivered by the Borrower to the Senior Facility Agent pursuant to Article VI (Representations and Warrantiesindemnities listed in Schedule 5.13(a), Article VII which release may be accomplished (Conditions Precedentat Sunstone Parties' election) by issuances of guarantees or indemnities by Sunstone Parties with respect to such obligations or the assumption by Sunstone Parties of such obligations. To the extent Alter and Article VIII (Covenants Biedxxxxx xxx not released from such post- Closing obligations, Sunstone Parties and Management and Lessee shall, jointly and severally, indemnify and hold Alter and Biedxxxxx, xxd their respective Affiliates, heirs, executors, successors and assigns, harmless for all Losses suffered or incurred by either of the Borrower)) received for the account of the Senior Facility Agent and copies of all other communications received by the Senior Facility Agent from the Borrower for distribution to the Senior Lenders, the Common Security Trustee, Swing Line Lender and the Senior Issuing Banks by the Senior Facility Agent in accordance with the terms of this Agreement or any other Financing Document;them under such obligations. (b) Effective as of the Closing, all arrangements between any of Alter, Biedxxxxx xx any Affiliate of the foregoing, other than Sunstone and Sunstone's Subsidiaries (collectively the "Alter/Biedxxxxx Xxxties"), on the one hand, and Sunstone or any of Sunstone's Subsidiaries, on the other hand, shall be terminated with no further obligations or Liabilities by Sunstone or any of Sunstone's Subsidiaries thereunder, except as otherwise expressly provided for the agreements listed on Schedule 5.13(b) (which shall not be terminated) and the obligations or liabilities incurred thereunder following the Closing. Each of the Alter/Biedxxxxx Xxxties severally represents to Sunstone Parties that no amounts are owing or payable by it or him to Sunstone or any Sunstone Subsidiary under any agreement or arrangement between any of the Alter /Biedxxxxx Xxxties, on the one hand, and Sunstone or any of Sunstone's Subsidiaries, on the other hand, whether or not such agreement or arrangement shall be terminated pursuant to this section. Notwithstanding the termination of the agreements and arrangements referred to in any other Financing Document, perform its duties in accordance with any instructions given to it by (i) the Senior Issuing Banks, (ii) the Swing Line Lender or (iii) the Senior Lenderssecond preceding sentence, the Required Senior Lenders or Alter/Biedxxxxx Xxxties shall retain all obligations and Liabilities to Sunstone and its Subsidiaries under all agreements and arrangements between the Supermajority Senior LendersAlter/Biedxxxxx Xxxties, as the case may be, which instructions shall be binding on the Senior Facility Agent; (cone hand, and Sunstone and its Subsidiaries, on the other hand, incurred before the Closing, and shall indemnify Sunstone Parties for all Losses incurred by it in connection with such obligations and Liabilities. Except with respect to obligations or Liabilities incurred following the Closing under 106 the agreements listed on Schedule 5.13(a) if so instructed by (i) or Schedule 5.13(b), any obligations or Liabilities under this Agreement or payment obligations under the Senior Issuing Banks, (ii) the Swing Lessee Line Lender or (iii) the Senior Lendersof Credit, the Required Senior Lenders Alter/Biedxxxxx Xxxties hereby release and discharge and indemnify and hold harmless Sunstone Parties, on behalf of Sunstone and Sunstone's Subsidiaries, and their successors and assigns from all actions, causes of action, suits, debts, dues, sums of money, accounts, claims and demands owed by Sunstone or any of Sunstone's Subsidiaries to any of the Supermajority Senior LendersAlter/Biedxxxxx Xxxties, as the case may beby reason of any matter, refrain from exercising any rightcause, powercontract, authority course of dealing or discretion vested thing whatsoever arising during, or in it; and (d) without additional charge or compensation, perform such calculations and furnish to the Senior Lendersrespect of, the Swing Line Lender and period on or before the Senior Issuing Banks information relating to the principal amount outstanding, interest due, and such other matters as the Senior Lenders, the Swing Line Lender and the Senior Issuing Banks may reasonably requestClosing.

Certain Obligations. The Senior KSURE Covered Facility Agent shall: (a) give prompt notice to each Senior Lender, the Common Security Trustee, the Swing Line KSURE Covered Facility Lender and the Senior Issuing Banks KSURE of receipt of each notice or request required or permitted to be given to the Senior KSURE Covered Facility Agent by the Borrower pursuant to the terms of this Agreement or any other Financing Document (unless concurrently delivered to the Senior Lenders, the Common Security Trustee, the Swing Line Lender KSURE Covered Facility Lenders and the Senior Issuing Banks KSURE by the Borrower). The Senior KSURE Covered Facility Agent will distribute to each Senior Lender, the Common Security Trustee, Swing Line KSURE Covered Facility Lender and the Senior Issuing Banks KSURE each document or instrument (including each document or instrument delivered by the Borrower to the Senior KSURE Covered Facility Agent pursuant to Article VI ARTICLE 5 (Representations and Warranties), Article VII ARTICLE 6 (Conditions Precedent) and Article VIII ARTICLE 7 (Covenants of the BorrowerCovenants)) received for the account of the Senior KSURE Covered Facility Agent and copies of all other communications received by the Senior KSURE Covered Facility Agent from the Borrower for distribution to the Senior Lenders, the Common Security Trustee, Swing Line Lender and the Senior Issuing Banks KSURE Covered Facility Lenders by the Senior KSURE Covered Facility Agent in accordance with the terms of this Agreement or any other Financing Document;. (b) except as otherwise expressly provided in any other Financing Document, perform its duties in accordance with any instructions given to it by (i) the Senior Issuing Banks, KSURE or (ii) the Swing Line Lender or (iii) the Senior Lenders, the Required Senior KSURE Covered Facility Lenders or the Supermajority Senior Required Lenders, as the case may be, acting as instructed or approved by KSURE in writing, which instructions shall be binding on the Senior KSURE Covered Facility Agent; (c) if so instructed by (i1) KSURE or (2) the Senior Issuing Banks, (ii) the Swing Line Lender or (iii) the Senior Lenders, the Required Senior KSURE Covered Facility Lenders or the Supermajority Senior Required Lenders, as the case may be, acting as instructed or approved by KSURE in writing, refrain from exercising any right, power, authority or discretion vested in it; and (d) without additional charge or compensation, perform such calculations and furnish to the Senior Lenders, the Swing Line Lender KSURE and the Senior Issuing Banks KSURE Covered Facility Lenders information relating to the principal amount outstanding, the KSURE Premium due to KSURE, interest due, and such other matters as the Senior Lenders, the Swing Line Lender and the Senior Issuing Banks KSURE Covered Facility Lenders or KSURE may reasonably request.

Certain Obligations. The Senior Facility Agent shall: (a) give prompt notice SHP will use its reasonable best efforts to each Senior Lender, secure the Common Security Trustee, the Swing Line Lender and the Senior Issuing Banks of receipt release of each notice or request required or permitted to be given to of Alter and Xxxxxxxxx from their respective obligations incurred following the Senior Facility Agent by Closing under the Borrower pursuant to the terms of this Agreement or any other Financing Document (unless concurrently delivered to the Senior Lenders, the Common Security Trustee, the Swing Line Lender guarantees and the Senior Issuing Banks by the Borrower). The Senior Facility Agent will distribute to each Senior Lender, the Common Security Trustee, Swing Line Lender and the Senior Issuing Banks each document or instrument (including each document or instrument delivered by the Borrower to the Senior Facility Agent pursuant to Article VI (Representations and Warrantiesindemnities listed in Schedule 4.15(a), Article VII which release may be accomplished (Conditions Precedentat SHP's election) by issuances of guarantees or indemnities by SHP with respect to such obligations or the assumption by SHP of such obligations. To the extent Alter and Article VIII (Covenants Xxxxxxxxx are not released from such post-Closing obligations, SHP and Management Newco shall, jointly and severally, indemnify and hold Alter and Xxxxxxxxx, and their respective Affiliates, heirs, executors, successors and assigns, harmless for all Losses suffered or incurred by either of the Borrower)) received for the account of the Senior Facility Agent and copies of all other communications received by the Senior Facility Agent from the Borrower for distribution to the Senior Lenders, the Common Security Trustee, Swing Line Lender and the Senior Issuing Banks by the Senior Facility Agent in accordance with the terms of this Agreement or any other Financing Document;them under such obligations. (b) Effective as of the Closing, all arrangements between any of the Alter Entities, Xxxxxxxxx, Lessee, Management or Management Sub or any Affiliate of the foregoing, other than Sunstone and Sunstone's Subsidiaries (collectively the "Alter/Xxxxxxxxx Parties"), on the one hand, and Sunstone or any of Sunstone's Subsidiaries, on the other hand, shall be terminated with no further obligations or Liabilities by Sunstone or any of Sunstone's Subsidiaries thereunder, except as otherwise expressly provided for the agreements listed on Schedule 4.15(b) (which shall not be terminated) and the obligations or liabilities incurred thereunder following the Closing. Each of the Alter/Xxxxxxxxx Parties severally represents to SHP that no amounts are owing or payable by it or him to Sunstone or any Sunstone Subsidiary under any agreement or arrangement between any of the Alter/Xxxxxxxxx Parties, on the one hand, and Sunstone or any of Sunstone's Subsidiaries, on the other hand, whether or not such agreement or arrangement shall be terminated pursuant to this section. Notwithstanding the termination of the agreements and arrangements referred to in any other Financing Document, perform its duties in accordance with any instructions given to it by (i) the Senior Issuing Banks, (ii) the Swing Line Lender or (iii) the Senior Lenderssecond preceding sentence, the Required Senior Lenders Alter/Xxxxxxxxx Parties shall retain all obligations and Liabilities to Sunstone and its Subsidiaries under all agreements and arrangements between the Alter/Xxxxxxxxx Parties, on the one hand, and Sunstone and its Subsidiaries, on the other hand, incurred before the Closing, and shall indemnify SHP for all Losses incurred by it in connection with such obligations and Liabilities. Except with respect to obligations or Liabilities incurred following the Closing under the agreements listed on Schedule 4.15(a) or Schedule 4.15(b), any obligations or Liabilities under this Agreement or the Supermajority Senior LendersImplementing Agreements or payment obligations under the Lessee Line of Credit, as the case may beAlter/Xxxxxxxxx Parties hereby release and discharge and indemnify and hold harmless SHP, which instructions shall be binding on behalf of Sunstone and Sunstone's Subsidiaries, and their successors and assigns from all actions, causes of action, suits, debts, dues, sums of money, accounts, claims and demands owed by Sunstone or any of Sunstone's Subsidiaries to any of the Senior Facility Agent;Alter/Xxxxxxxxx Parties, by reason of any matter, cause, contract, course of dealing or thing whatsoever arising during, or in respect of, the period on or before the Closing. (c) if so instructed All amounts due and payable by Management and Lessee under the agreement set forth on Schedule 3.1(v) will be Assumed Management Liabilities (i) the Senior Issuing Banks, (ii) the Swing Line Lender or (iii) the Senior Lenders, the Required Senior Lenders or the Supermajority Senior Lenders, as in the case may beof amounts due and payable by Management) or a Liability of Lessee after the Closing (in the case of amounts due and payable by Lessee), refrain from exercising any right, power, authority and Alter agrees to reimburse Management and Lessee for 44.5% of such amounts at or discretion vested in it; and (d) without additional charge or compensation, perform such calculations and furnish prior to the Senior Lenders, the Swing Line Lender and the Senior Issuing Banks information relating to the principal amount outstanding, interest due, and such other matters as the Senior Lenders, the Swing Line Lender and the Senior Issuing Banks may reasonably requestClosing.

Certain Obligations. The Senior Facility Agent shall: (a) give prompt notice SHP will use its reasonable best efforts to each Senior Lender, secure the Common Security Trustee, the Swing Line Lender and the Senior Issuing Banks of receipt release of each notice or request required or permitted to be given to of Alter and Biedxxxxx xxxm their respective obligations incurred following the Senior Facility Agent by Closing under the Borrower pursuant to the terms of this Agreement or any other Financing Document (unless concurrently delivered to the Senior Lenders, the Common Security Trustee, the Swing Line Lender guarantees and the Senior Issuing Banks by the Borrower). The Senior Facility Agent will distribute to each Senior Lender, the Common Security Trustee, Swing Line Lender and the Senior Issuing Banks each document or instrument (including each document or instrument delivered by the Borrower to the Senior Facility Agent pursuant to Article VI (Representations and Warrantiesindemnities listed in Schedule 4.15(a), Article VII which release may be accomplished (Conditions Precedentat SHP's election) by issuances of guarantees or indemnities by SHP with respect to such obligations or the assumption by SHP of such obligations. To the extent Alter and Article VIII (Covenants Biedxxxxx xxx not released from such post-Closing obligations, SHP and Management Newco shall, jointly and severally, indemnify and hold Alter and Biedxxxxx, xxd their respective Affiliates, heirs, executors, successors and assigns, harmless for all Losses suffered or incurred by either of the Borrower)) received for the account of the Senior Facility Agent and copies of all other communications received by the Senior Facility Agent from the Borrower for distribution to the Senior Lenders, the Common Security Trustee, Swing Line Lender and the Senior Issuing Banks by the Senior Facility Agent in accordance with the terms of this Agreement or any other Financing Document;them under such obligations. (b) Effective as of the Closing, all arrangements between any of the Alter Entities, Biedxxxxx, Xxssee, Management or Management Sub or any Affiliate of the foregoing, other than Sunstone and Sunstone's Subsidiaries (collectively the "Alter/Biedxxxxx Xxxties"), on the one hand, and Sunstone or any of Sunstone's Subsidiaries, on the other hand, shall be terminated with no further obligations or Liabilities by Sunstone or any of Sunstone's Subsidiaries thereunder, except as otherwise expressly provided for the agreements listed on Schedule 4.15(b) (which shall not be terminated) and the obligations or liabilities incurred thereunder following the Closing. Each of the Alter/Biedxxxxx Xxxties severally represents to SHP that no amounts are owing or payable by it or him to Sunstone 46 42 or any Sunstone Subsidiary under any agreement or arrangement between any of the Alter/Biedxxxxx Xxxties, on the one hand, and Sunstone or any of Sunstone's Subsidiaries, on the other hand, whether or not such agreement or arrangement shall be terminated pursuant to this section. Notwithstanding the termination of the agreements and arrangements referred to in any other Financing Document, perform its duties in accordance with any instructions given to it by (i) the Senior Issuing Banks, (ii) the Swing Line Lender or (iii) the Senior Lenderssecond preceding sentence, the Required Senior Lenders Alter/Biedxxxxx Xxxties shall retain all obligations and Liabilities to Sunstone and its Subsidiaries under all agreements and arrangements between the Alter/Biedxxxxx Xxxties, on the one hand, and Sunstone and its Subsidiaries, on the other hand, incurred before the Closing, and shall indemnify SHP for all Losses incurred by it in connection with such obligations and Liabilities. Except with respect to obligations or Liabilities incurred following the Closing under the agreements listed on Schedule 4.15(a) or Schedule 4.15(b), any obligations or Liabilities under this Agreement or the Supermajority Senior LendersImplementing Agreements or payment obligations under the Lessee Line of Credit, as the case may beAlter/Biedxxxxx Xxxties hereby release and discharge and indemnify and hold harmless SHP, which instructions shall be binding on behalf of Sunstone and Sunstone's Subsidiaries, and their successors and assigns from all actions, causes of action, suits, debts, dues, sums of money, accounts, claims and demands owed by Sunstone or any of Sunstone's Subsidiaries to any of the Senior Facility Agent;Alter/Biedxxxxx Xxxties, by reason of any matter, cause, contract, course of dealing or thing whatsoever arising during, or in respect of, the period on or before the Closing. (c) if so instructed All amounts due and payable by Management and Lessee under the agreement set forth on Schedule 3.1(v) will be Assumed Management Liabilities (i) the Senior Issuing Banks, (ii) the Swing Line Lender or (iii) the Senior Lenders, the Required Senior Lenders or the Supermajority Senior Lenders, as in the case may beof amounts due and payable by Management) or a Liability of Lessee after the Closing (in the case of amounts due and payable by Lessee), refrain from exercising any right, power, authority and Alter agrees to reimburse Management and Lessee for 44.5% of such amounts at or discretion vested in it; and (d) without additional charge or compensation, perform such calculations and furnish prior to the Senior Lenders, the Swing Line Lender and the Senior Issuing Banks information relating to the principal amount outstanding, interest due, and such other matters as the Senior Lenders, the Swing Line Lender and the Senior Issuing Banks may reasonably requestClosing.

Certain Obligations. The Senior KEXIM Facility Agent shall: (a) give prompt notice to each Senior Lender, the Common Security Trustee, the Swing Line KEXIM Covered Facility Lender and the Senior Issuing Banks KEXIM of receipt of each notice or request required or permitted to be given to the Senior KEXIM Facility Agent by the Borrower pursuant to the terms of this Agreement or any other Financing Document (unless concurrently delivered to the Senior Lenders, the Common Security Trustee, the Swing Line Lender KEXIM Covered Facility Lenders and the Senior Issuing Banks KEXIM by the Borrower). The Senior KEXIM Facility Agent will distribute to each Senior Lender, the Common Security Trustee, Swing Line KEXIM Covered Facility Lender and the Senior Issuing Banks KEXIM each document or instrument (including each document or instrument delivered by the Borrower to the Senior KEXIM Facility Agent pursuant to Article VI ARTICLE 5 (Representations and Warranties), Article VII ARTICLE 6 (Conditions Precedent) and Article VIII ARTICLE 7 (Covenants of the BorrowerCovenants)) received for the account of the Senior KEXIM Facility Agent and copies of all other communications received by the Senior KEXIM Facility Agent from the Borrower for distribution to the Senior Lenders, the Common Security Trustee, Swing Line Lender and the Senior Issuing Banks KEXIM Covered Facility Lenders by the Senior KEXIM Facility Agent in accordance with the terms of this Agreement or any other Financing Document;. (b) except as otherwise expressly provided in any other Financing Document, perform its duties in accordance with any instructions given to it by (i) the Senior Issuing Banks, KEXIM or (ii) the Swing Line Lender or (iii) the Senior Lenders, the Required Senior KEXIM Covered Facility Lenders or the Supermajority Senior Required Lenders, as the case may be, acting as instructed or approved by KEXIM in writing, which instructions shall be binding on the Senior KEXIM Facility Agent; (c) if so instructed by (i1) KEXIM or (2) the Senior Issuing Banks, (ii) the Swing Line Lender or (iii) the Senior Lenders, the Required Senior KEXIM Covered Facility Lenders or the Supermajority Senior Required Lenders, as the case may be, acting as instructed or approved by KEXIM in writing, refrain from exercising any right, power, authority or discretion vested in it; and (d) without additional charge or compensation, perform such calculations and furnish to the Senior Lenders, the Swing Line Lender KEXIM and the Senior Issuing Banks KEXIM Covered Facility Lenders information relating to the principal amount outstanding, the Guarantee Premium due to KEXIM, interest due, and such other matters as the Senior Lenders, the Swing Line Lender and the Senior Issuing Banks KEXIM Covered Facility Lenders or KEXIM may reasonably request.

Certain Obligations. The Senior LC Facility Administrative Agent shall: (a) give prompt notice to each Senior LC Lender, the Common Security Trustee, the Swing Line Lender Trustee and the Senior Issuing Banks Bank of receipt of each notice or request required or permitted to be given to the Senior LC Facility Administrative Agent by the Borrower pursuant to the terms of this Agreement or any other Financing Document (unless concurrently delivered to the Senior LC Lenders, the Common Security Trustee, the Swing Line Lender Trustee and the Senior Issuing Banks Bank by the Borrower). The Senior LC Facility Administrative Agent will distribute to each Senior LC Lender, the Common Security Trustee, Swing Line Lender Trustee and the Senior Issuing Banks Bank each document or instrument (including each document or instrument delivered by the Borrower to the Senior LC Facility Administrative Agent pursuant to Article VI (Representations and Warranties), Article VII (Conditions Precedent) and Article VIII (Covenants of the Borrower)) received for the account of the Senior LC Facility Administrative Agent and copies of all other communications received by the Senior LC Facility Administrative Agent from the Borrower for distribution to the Senior LC Lenders, the Common Security Trustee, Swing Line Lender Trustee and the Senior Issuing Banks Bank by the Senior LC Facility Administrative Agent in accordance with the terms of this Agreement or any other Financing Document; (b) except as otherwise expressly provided in any other Financing Document, perform its duties in accordance with any instructions given to it by (i) the Senior Issuing Banks, Bank or (ii) the Swing Line Lender or (iii) the Senior LC Lenders, the Required Senior LC Lenders or the Supermajority Senior LC Lenders, as the case may be, which instructions shall be binding on the Senior LC Facility Administrative Agent; (c) if so instructed by (i) the Senior Issuing Banks, Bank or (ii) the Swing Line Lender or (iii) the Senior LC Lenders, the Required Senior LC Lenders or the Supermajority Senior LC Lenders, as the case may be, refrain from exercising any right, power, authority or discretion vested in it; and (d) without additional charge or compensation, perform such calculations and furnish to the Senior Lenders, the Swing Line Lender LC Lenders and the Senior Issuing Banks Bank information relating to the principal amount outstanding, interest due, and such other matters as the Senior Lenders, the Swing Line Lender LC Lenders and the Senior Issuing Banks Bank may reasonably request.