Disposition of Indebtedness. 22 11.04 Disclaimer...................................................22 11.05
Disposition of Indebtedness. The Lender may sell, assign, transfer, pledge, negotiate, grant participations in or otherwise dispose of all or any part of its interest in all or any part of the Borrower's indebtedness under this Agreement and any Note) to any party (collectively, a "Disposition of Indebtedness"), and any such party shall enjoy all the rights and privileges of the Lender under this Agreement and each Note that is the subject of such Disposition of Indebtedness; provided, however, that such Disposition of Indebtedness shall not, without the prior written consent of Eximbank, relieve the Lender of its duties under this Agreement or the Master Guarantee Agreement. The Borrower and the Guarantor shall, at the request of the Lender, execute and deliver to the Lender, or to any party that the Lender may designate, any such further instruments as may be necessary or desirable to give full force and effect to a Disposition of Indebtedness by the Lender. Notwithstanding anything to the contrary contained herein, neither the Borrower nor the Guarantor may assign or otherwise transfer any of its debts or obligations under this Agreement or any Note without the prior written consent of Eximbank and the Lender. The Lender and Eximbank acknowledge that any Disposition of Indebtedness (other than from the Lender to Eximbank) must be registered with the Central Bank of the Borrower's Country (the "Central Bank") in order for the Borrower or the Guarantor to be authorized to make payments due under this Agreement or any Note. The Lender shall promptly notify the Borrower and the Guarantor of any Disposition of Indebtedness, and the Borrower shall register such Disposition of Indebtedness with the Central Bank within ten (10) days of receipt of such notice. The Borrower and the Guarantor each hereby appoints the Lender or any of its affiliates or assigns as the Borrower's and the Guarantor's agent and attorney-in-fact to apply for the registration with the Central Bank of any Disposition of Indebtedness if the Borrower or the Guarantor has not done so within such ten (10) day period.
Disposition of Indebtedness. 66 Section 11.05. Taxes ..................................................................................66 Section 11.06. Disclaimer..............................................................................67 Section 11.07.
Disposition of Indebtedness. Eximbank may sell, transfer, pledge, negotiate, grant participations in or otherwise dispose of all or any part of the Borrower's indebtedness under this Agreement and the Eximbank Note to any party, and any such party shall enjoy all the rights and privileges of Eximbank under this Agreement and the Eximbank Note. The Borrower shall, at the request of Eximbank, execute and deliver to Eximbank or to any party that Eximbank may designate any such further instruments as may be necessary or desirable to give full force and effect to the disposition by Eximbank. Notwithstanding anything to the contrary contained herein, the Borrower may not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of Eximbank.
Disposition of Indebtedness. Subject to the following restrictions, the Lender may at any time sell, assign, transfer, negotiate, or otherwise dispose of, in whole or in part, its rights and obligations under this Agreement or the Loans and such sale, assignment, negotiation or disposition shall be evidenced by an assignment and acceptance agreement, in form and substance acceptable to the Lender and to the Borrower, appropriately completed and executed by the assigning Lender and the assignee. Such executed assignment and acceptance agreement shall be delivered to the Lender and the Borrower immediately after execution and shall not be effective until all conditions set forth therein and in this Section 7.06 shall have been satisfied.
(i) The Lender may assign its rights and obligations under this Agreement and/or the Loans only to a Person approved by the Borrower (which approval in each case shall not be unreasonably withheld) in its sole discretion; provided, that no Borrower approval shall be required in the event of such an assignment by a Lender to an Affiliate of the Lender.
(ii) The exercise of such right by the Lender is subject in all cases to the conditions that immediately thereafter the Lender shall have given written notice of any such transfer to the Borrower, and the transferee shall (a) not have, or shall have effectively waived, any right pursuant to Section 2.09 or 2.14 to claim from the Borrower any additional amounts above and beyond those which could have been claimed by the transferor had it continued to own its Loans hereunder and (b) not have any right pursuant to Section 2.09 or 2.14 not possessed by the transferor had it continued to own its Loans hereunder.
Disposition of Indebtedness. 32 11.04. Disclaimer......................................................................................33 11.05. No Waiver; Remedies Cumulative..................................................................33 11.06. Currency........................................................................................33 11.07. Severability....................................................................................34 11.08. Amendment or Waiver.............................................................................34 11.09. Indemnification.................................................................................34 11.10. No Proceedings..................................................................................34 11.11. Setoff..........................................................................................34 11.12.
Disposition of Indebtedness. The Lender may sell, assign, transfer, pledge, negotiate, grant participation in, or otherwise dispose of all or any part of its interest in all or any part of the Borrower's indebtedness under this Agreement and the Note to any party (collectively, a "Disposition of Indebtedness"), and any such party shall enjoy all the rights and privileges of the Lender under this Agreement and the Note. The Borrower shall, at the request of the Lender, execute and deliver to the Lender or to any party that the Lender may designate, any such further instruments as may be necessary or desirable to give full force and effect to a
Disposition of Indebtedness. Notwithstanding anything to the contrary, the Borrower may not assign or otherwise transfer any of its obligations under this Agreement without the prior written consent of the Lender.
Disposition of Indebtedness. Once the Shipowner has completely drawn down on the Credit Facility and the Available Amount is zero, each Lender may sell, assign, transfer, negotiate, or otherwise dispose of all or any part of its interest in all or any part of the Shipowner's indebtedness under this Agreement and the Floating Rate Note to any party (collectively, a "Disposition of Indebtedness"), and any such party shall enjoy all the rights and privileges of such Lender under this Agreement and the Floating Rate Note to the extent of the interest sold or assigned; provided, however, that each Disposition of Indebtedness to any Person other than another Lender or a domestic Affiliate of a Lender shall require the prior written consent of the Shipowner (which consent shall not be unreasonably withheld or delayed); provided, further, however, that each Lender may pledge or grant participation in all or any part of its interest in all or any part of the Shipowner's indebtedness under this Agreement and the Floating Rate Note to any party at any time so long as such Lender's commitment to lend the Available Amount under this Agreement is not affected thereby. The Shipowner shall, at the request of the Facility Agent, execute and deliver to the Facility Agent or to any party that the Facility Agent may designate, any such further instruments as may be necessary or desirable to give full force and effect to a Disposition of Indebtedness by the applicable Lender.
Disposition of Indebtedness. Ex-Im Bank may sell, assign, transfer, pledge, negotiate, grant participations in or otherwise dispose of all or any part of its interest in all or any part of the Borrower’s indebtedness under this Agreement to any party (collectively, a “Disposition of Indebtedness”), and any such party shall enjoy all the rights and privileges of Ex-Im Bank under this Agreement that is the subject of such Disposition of Indebtedness; provided, that such Disposition of Indebtedness shall not, without the prior written consent of Ex-Im Bank, relieve the Ex-Im Facility Agent of its duties under this Agreement, the other Borrower Documents or the Guarantor Documents. The Borrower and the Guarantor shall, at the request of Ex-Im Bank, execute and deliver to Ex-Im Bank, or to any party that Ex-Im Bank may designate any such further instruments as may be necessary or desirable to give full force and effect to a Disposition of Indebtedness by Ex-Im Bank. Notwithstanding anything to the contrary contained herein, neither the Borrower nor the Guarantor may assign or otherwise transfer any of its debts or obligations under this Agreement without the prior written consent of Ex-Im Bank.
