Restructure of the Finance Agreement Sample Clauses

Restructure of the Finance Agreement. The Borrower, the Lender and Codisco hereby agree that all obligations and liabilities under the Finance Agreement shall be restructured as follows: (a) The Lender and Codisco shall enter into an Assignment and Assumption Agreement substantially in the form of Exhibit C hereto (the “Assignment and Assumption Agreement”) pursuant to which and subject to the terms of which the Lender will assign to Codisco, and Codisco will assume from the Lender, the aggregate principal amount equal to US$324,886,411.63 of all Loans remaining outstanding under the Finance Agreement after the repayment set forth in Section 2.01(a)(iii) above, to be evidenced by a promissory note in the stated principal amount of US$324,886,411.63 issued by the Borrower in favor of Codisco substantially in the form of Exhibit D hereto, but including terms as set forth in Section 2.07 below (the “Restructured Note”). (b) Codisco shall pay to the Lender US$107,000,000 by wire transfer in immediately available funds as set forth below (the “Codisco Payment”); (c) Upon effectiveness of the Assignment and Assumption Agreement and delivery of the Restructured Note, the Lender shall resign as Administrative Agent and Collateral Agent under the Finance Agreement and Security Documents, including, without limitation, as the Administrative Agent under the Escrow Account Agreement and as Collateral Agent under the Account Control Agreement, and Codisco as the Majority Lenders under the Finance Agreement shall appoint Codisco as the replacement Administrative Agent and Collateral Agent, pursuant to a letter agreement substantially in the form of Exhibit E hereto. (d) Effective upon completion of the Closing, the Borrower and the Lender agree to the following mutual releases:
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Related to Restructure of the Finance Agreement

  • Whole Agreement The General Provisions, Special Provisions, and Attachments, as provided herein, constitute the complete Agreement (“Agreement”) between the parties hereto, and supersede any and all oral and written agreements between the parties relating to matters herein. Except as otherwise provided herein, this Agreement cannot be modified without written consent of the parties.

  • Arrangement Agreement This Plan of Arrangement is made pursuant to, and is subject to the provisions of, the Arrangement Agreement, except in respect of the sequence of the steps comprising the Arrangement, which shall occur in the order set forth herein.

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Support Agreement CFSC will not terminate, or make any amendment or modification to, the Support Agreement which, in the determination of the Agent, adversely affects the Banks’ interests pursuant to this Agreement, without giving the Agent and the Banks at least thirty (30) days prior written notice and obtaining the written consent of the Majority Banks.

  • Financing Agreement This Amendment shall constitute a Financing Agreement.

  • Parties to Lock-Up Agreements The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Exhibit A (the “Lock-up Agreement”) from each of the persons listed on Exhibit B. Such Exhibit B lists under an appropriate caption the directors and executive officers of the Company. If any additional persons shall become directors or executive officers of the Company prior to the end of the Company Lock-up Period (as defined below), the Company shall cause each such person, prior to or contemporaneously with their appointment or election as a director or executive officer of the Company, to execute and deliver to the Representatives a Lock-up Agreement.

  • Forbearance Agreement Except as otherwise expressly provided herein, (i) the Forbearance Agreement is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that on and after the date hereof (A) all references in the Forbearance Agreement to "this Forbearance Agreement ", "hereto", "hereof", "hereunder" or words of like import referring to the Forbearance Agreement shall mean the Forbearance Agreement as amended and modified by this Amendment, and (B) all references in the Financing Agreement or any other Loan Document to the " Forbearance Agreement ", "thereto", "thereof", "thereunder" or words of like import referring to the Forbearance Agreement shall mean the Forbearance Agreement as amended and modified by this amendment. This Amendment shall be effective only in the specific instances and for the specific purposes set forth herein and does not allow for any other or further departure from the terms and conditions of the Forbearance Agreement or the Financing Agreement which terms and conditions shall remain in full force and effect.

  • Agreement Amendment If either party hereto requests to amend this agreement, it shall notify the other party in writing, and the other party shall respond within one week. All amendments of this agreement must be made in writing by both parties, and such amendments shall be deemed as inseverable parts of this agreement.

  • AMENDMENT AGREEMENT The Global Custody Agreement of January 3, 1994, (the “Custody Agreement”), as amended from time to time, by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the “Customer”) and JPMorgan Chase Bank, whose contracts have been assumed by JPMORGAN CHASE BANK (the “Bank”) is hereby further amended, as of April 21, 2011 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

  • Existing Agreement Except as expressly amended herein, the Credit Agreement shall remain in full force and effect, and in all other respects is affirmed.

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