Common use of Disposition of Indebtedness Clause in Contracts

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. The Lender Any Lender, as provided in the Indenture, may sell, assign, transfer, pledge, negotiate, grant participations in or otherwise dispose of all or any part of its interest in, or 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 a Lender under this Agreement and the Floating Rate Note to the extent of the interest assigned thereby; provided, however, that (i) no Lender may assign any commitment to fund any Advance hereunder without the prior written consent of the Facility Agent, the Shipowner and the Secretary (which consent shall not be unreasonably withheld or delayed); (ii) each Disposition of Indebtedness to any Person shall require the prior written consent of the Facility Agent (which consent shall not be unreasonably withheld or delayed); (iii) each Disposition of Indebtedness to any Person (other than to Citibank, N.A., any Affiliate of Citibank, N.A., any other Alternate Lender previously approved under this clause (iii), or any substitute Primary Lender which is managed by the Primary Lender Agent and whose short-term commercial paper rating is greater than or equivalent to that of the Primary Lender at the time of such assignment) shall require the prior written consent of the Shipowner and the Secretary (which consent shall not be unreasonably withheld or delayed); (iv) if such assignee Lender is organized under the laws of a jurisdiction other than the United States, then such assignee must deliver to the Facility Agent and the Shipowner the documents contemplated by Section 6.02(c); (v) (except for a disposition from the Primary Lender to the Alternate Lender) the Shipowner shall not, as a result of such disposition, be required to pay to or for the benefit of such party any amount under any yield protection or withholding tax indemnity provision hereunder that is greater than the amount that the Shipowner would have been required to pay to the Primary Lender or the Alternate Lender, as applicable, had no such disposition occurred, as determined at the time such Disposition of Indebtedness occurred; and (vi) in the event of any assignment by any Alternate Lender to any other Alternate Lender, no such assignment shall become effective unless and until the assigning Alternate Lender shall have paid (or shall have caused its assignee to have paid) to the Facility Agent a processing and recordation fee of $3,000, which fee shall compensate the Facility Agent for the costs and expenses of documenting such assignment and payment of which fee shall relieve the Shipowner of any obligation to pay such costs and expenses; provided further, however, that any Lender may pledge or grant participations in all or any part of its interest in all or any part of the Borrower's Shipowner’s indebtedness under this Agreement and any the Floating Rate Note, without the consent of the Facility Agent or the Shipowner (w) to any party federal reserve bank as security for its obligations to such federal reserve bank, (collectivelyx) so long as prior written notice of such assignment is given to the Facility Agent, a "Disposition of Indebtedness")the Shipowner and the Secretary, and to any such party shall enjoy all the rights and privileges Affiliate of the Lender under or to any substitute Primary Lender described in clause (iii) of this sentence, (y) no such pledge or grant of a participation described in the foregoing proviso shall relieve the Alternate Lender of its commitment to fund any Advance hereunder, and (z) each Lender shall retain the sole right to approve, without the consent of any participant, any amendment, modification or waiver of any provision of this Agreement and each the Floating Rate Note that is other than any amendment, modification or waiver which forgives principal, interest or fees or reduces the subject interest rate or fees payable pursuant to the terms 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 with respect to any such Advance or the Master Guarantee Agreementcommitment in which such participant has an interest, postpones any date fixed for any regularly-scheduled payment of principal of, or interest or fees on, any such Advance or commitment. The Borrower and the Guarantor Shipowner shall, at the request of the LenderFacility Agent, execute and deliver to the Lender, Facility Agent for the benefit of the assigning Lender or to any party that the such 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 such 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. (a) The Lender may sell, 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, any Guaranteed Note or any other Financing Documents 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 Guaranteed Note that is the subject of such Disposition of Indebtedness to the extent of such Disposition of Indebtedness. A Disposition of Indebtedness (other than a participation) shall become effective upon execution and delivery by the transferee and the Lender (and acknowledgment by Ex-Im Bank) of the Lender Transfer Agreement (or such other document in replacement thereof as is satisfactory to the Facility Agent) in the form of Annex E hereto. The Borrower 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 Lender. (b) In accordance with Section 16.04(a), the Lender may sell participations (without the consent of the Facility Agent, the borrower or Ex- Im Bank) to one or more parties in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Loans owing to it, the Guaranteed Notes held by it and any of its rights to compensation under Section 13); provided that (i) the Lender's obligations under this Agreement (including, without limitation, its Commitments to the Borrower hereunder) shall remain unchanged, (ii) the Lender shall remain solely responsible to other parties hereto for the performance of such obligations, (iii) the Lender shall remain the holder of any such Guaranteed Notes for all purposes of this Agreement, and (iv) the Borrower, Ex-Im Bank and the Facility Agent shall continue to deal solely and directly with the Lender in connection with the Lender's rights and obligations under this Agreement. The Borrower hereby agrees that each participant shall be entitled to the benefits of Section 13.01, 13.02 and 13.03 to the same extent as if it were the Lender and had acquired its interest by assignment. To the extent permitted by law, each participant also shall be entitled to the benefits of Section 16.17 as though it were the Lender, provided that such participant agrees to be subject to Section 8.02 as thought it were the Lender. (c) Notwithstanding any other provision set forth in this Agreement, the Lender may at any time create a security interest in all or any portion of its rights under this Agreement and/or any Guaranteed Note in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System. (d) 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 Indebtedness under this Agreement (including, without limitation, any interest acquired following any claim payment with respect to any Guaranteed Note), and any Note) of Ex-Im Bank's other rights or obligations under this Agreement, to any party (collectively, a "Disposition of Indebtedness")party, and any such party shall enjoy all the rights and privileges of the Lender Ex-Im Bank under this Agreement Agreement, and each Note that is Ex-Im Bank shall, to the subject extent of such Disposition of Indebtedness; provideddisposal, however, that such Disposition of Indebtedness shall not, without the prior written consent of Eximbank, relieve the Lender of be released from its duties under this Agreement or the Master Guarantee Agreementobligations hereunder. The Borrower and the Guarantor shall, at the request of the LenderEx-Im Bank, execute and deliver to the LenderEx-Im Bank, or to any party that the Lender 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 any such disposal by the Lender. Ex-Im Bank. (e) Notwithstanding anything to the contrary contained herein, neither the Borrower nor the Guarantor may not assign or otherwise transfer any of its debts or obligations under this Agreement or any Note the Guaranteed Notes 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 Ex-Im 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. (a) The Lender may sell, 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, any Guaranteed Note or any other Financing Documents 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 Guaranteed Note that is the subject of such Disposition of Indebtedness to the extent of such Disposition of Indebtedness provided, however, that such Disposition of Indebtedness shall not, without the prior written consent of Ex-Im Bank, relieve the Facility Agent of its duties under this Agreement or the Ex-Im Bank Guarantee Agreement. A Disposition of Indebtedness (other than a participation) shall become effective upon execution and delivery by the transferee and the Lender of the Lender Transfer Agreement (or such other document in replacement thereof as is satisfactory to the Facility Agent) in the form of Annex D hereto. The Borrower 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 Lender. (b) In accordance with Section 16.04(a), the Lender may sell participations (without the consent of the Facility Agent, the borrower or Ex-Im Bank) to one or more parties in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Loans owing to it, the Guaranteed Notes held by it and any of its rights to compensation under Section 13); provided that (i) the Lender’s obligations under this Agreement (including, without limitation, its Commitments to the Borrower hereunder) shall remain unchanged, (ii) the Lender shall remain solely responsible to other parties hereto for the performance of such obligations, (iii) the Lender shall remain the holder of any such Guaranteed Notes for all purposes of this Agreement, and (iv) the Borrower, Ex-Im Bank and the Facility Agent shall continue to deal solely and directly with the Lender in connection with the Lender’s rights and obligations under this Agreement. The Borrower hereby agrees that each participant shall be entitled to the benefits of Section 13.01, 13.02 and 13.03 to the same extent as if it were the Lender and had acquired its interest by assignment. To the extent permitted by law, each participant also shall be entitled to the benefits of Section 16.17 as though it were the Lender, provided that such participant agrees to be subject to Section 8.02 as thought it were the Lender. (c) Notwithstanding any other provision set forth in this Agreement, the Lender may at any time create a security interest in all or any portion of its rights under this Agreement and/or any Guaranteed Note in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System. (d) 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 ’s Indebtedness under this Agreement (including, without limitation, any interest acquired following any claim payment with respect to any Guaranteed Note), and any Note) of Ex-Im Bank’s other rights or obligations under this Agreement, to any party (collectively, a "Disposition of Indebtedness")party, and any such party shall enjoy all the rights and privileges of the Lender Ex-Im Bank under this Agreement Agreement, and each Note that is Ex-Im Bank shall, to the subject extent of such Disposition of Indebtedness; provideddisposal, however, that such Disposition of Indebtedness shall not, without the prior written consent of Eximbank, relieve the Lender of be released from its duties under this Agreement or the Master Guarantee Agreementobligations hereunder. The Borrower and the Guarantor shall, at the request of the LenderEx-Im Bank, execute and deliver to the LenderEx-Im Bank, or to any party that the Lender 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 any such disposal by the Lender. Ex-Im Bank. (e) Notwithstanding anything to the contrary contained herein, neither the Borrower nor the Guarantor may not assign or otherwise transfer any of its debts or obligations under this Agreement or any Note the Guaranteed Notes 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 Ex-Im 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.