Common use of Special Purpose Funding Vehicles Clause in Contracts

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”), identified as such in writing from time to time by the Granting Lender to Administrative Agent and Company, the option to provide to Company all or any part of any Loan that such Granting Lender would otherwise be obligated to make to Company pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. Nothing in this clause (iv) shall relieve the Granting Lender from its obligations under the Loan Documents except to the extent any such obligation is fully performed by the SPC. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any state thereof. In addition, notwithstanding anything to the contrary contained in this subsection 10.1B(iv), any SPC may (i) with notice to, but without the prior written consent of, Company and Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender or to any financial institutions (consented to by Company and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. Company agrees that each SPC shall be entitled to the benefits of subsection 2.7 (subject to the requirements and limitations of that subsection) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection 10.1B. A SPC shall not be entitled to receive any greater payment under subsection 2.7 than the applicable Lender would have been entitled to receive with respect to the interest granted to such SPC unless the grant of the interest to such SPC is made with Company’s prior written consent or the right to a greater payment results from a change in law after the SPC acquires its interest. This subsection 10.1B(iv) may not be amended without the written consent of the SPC.

Appears in 4 contracts

Samples: Second Lien Credit Agreement (SafeNet Holding Corp), First Lien Credit Agreement (SafeNet Holding Corp), First Lien Credit Agreement (SafeNet Holding Corp)

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Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”), identified as such in writing from time to time by the Granting Lender to Administrative Agent and Company, the option to provide to Company all or any part of any Loan that such Granting Lender would otherwise be obligated to make to Company pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. Nothing in this clause (iv) shall relieve the Granting Lender from its obligations under the Loan Documents except to the extent any such obligation is fully performed by the SPC. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any state thereof. In addition, notwithstanding anything to the contrary contained in this subsection 10.1B(iv), any SPC may (i) with notice to, but without the prior written consent of, Company and Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender or to any financial institutions (consented to by Company and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. Company agrees that each SPC shall be entitled to the benefits of subsection 2.7 (subject to the requirements and limitations of that subsection) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection 10.1B. A SPC shall not be entitled to receive any greater payment under subsection 2.7 than the applicable Lender would have been entitled to receive with respect to the interest granted to such SPC unless the grant of the interest to such SPC is made with Company’s prior written consent or the right to a greater payment results from a change in law after the SPC acquires its interest. This subsection 10.1B(iv) may not be amended without the written consent of the SPC. An SPC shall not be entitled to the benefits of subsection 2.7 unless it complies with subsection 2.7B(iii) as though it were a Lender.

Appears in 4 contracts

Samples: Credit Agreement (FTD Group, Inc.), Credit Agreement (FTD Group, Inc.), Credit Agreement (United Online Inc)

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”), identified as such in writing from time to time by the Granting Lender to Administrative Agent and Company, the option to provide to Company all or any part of any Loan that such Granting Lender would otherwise be obligated to make to Company pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. Nothing in this clause (iv) shall relieve the Granting Lender from its obligations under the Loan Documents except to the extent any such obligation is fully performed by the SPC. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any state thereof. In addition, notwithstanding anything to the contrary contained in this subsection 10.1B(iv), any SPC may (i) with notice to, but without the prior written consent of, Company and Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender or to any financial institutions (consented to by Company and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. Company agrees that each SPC shall be entitled to the benefits of subsection 2.7 (subject to the requirements and limitations of that subsection) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection 10.1B. A SPC shall not be entitled to receive any greater payment under subsection 2.7 than the applicable Lender would have been entitled to receive with respect to the interest granted to such SPC unless the grant of the interest to such SPC is made with Company’s prior written consent or the right to a greater payment results from a change in law after the SPC acquires its interest. This subsection 10.1B(iv) may not be amended without the written consent of the SPC.

Appears in 3 contracts

Samples: Amendment and Restatement and Additional Term Loan Assumption Agreement (Skilled Healthcare Group, Inc.), Amendment and Restatement Agreement (Skilled Healthcare Group, Inc.), Amendment and Restatement Agreement (Skilled Healthcare Group, Inc.)

Special Purpose Funding Vehicles. Notwithstanding anything to the -------------------------------- contrary contained herein, any Lender (a "Granting Lender") may grant to a special purpose funding vehicle (an "SPC”), identified as such in writing from time to time by the Granting Lender to Administrative Agent and Company, ") the option to provide to Company fund all or any part of any Loan that such Granting Lender would otherwise be obligated to make to Company fund pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make fund any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to provide fund all or any part of such Loan, the Granting Lender shall be obligated to make fund such Loan pursuant to the terms hereof. Nothing in this clause (iv) shall relieve the Granting Lender from its obligations under the Loan Documents except to the extent any such obligation is fully performed by the SPC. The making funding of a Loan by an SPC hereunder shall utilize the Revolving Credit Commitment of the Granting Lender to the same extent, and as if, such Loan were made funded by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with a Lender would otherwise be liable for so long as, and to the extent, the Granting Lender)Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any state thereof. In addition, notwithstanding Notwithstanding anything to the contrary contained in this subsection 10.1B(iv)Agreement, any SPC may (i) with notice to, but without the prior written consent of, Company and Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender or to any financial institutions (consented to by Company and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety, surety or guarantee or credit or liquidity enhancement to such SPC. Company agrees that each SPC shall be entitled to the benefits of subsection 2.7 (subject to the requirements and limitations of that subsection) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection 10.1B. A SPC shall not be entitled to receive any greater payment under subsection 2.7 than the applicable Lender would have been entitled to receive with respect to the interest granted to such SPC unless the grant of the interest to such SPC is made with Company’s prior written consent or the right to a greater payment results from a change in law after the SPC acquires its interest. This subsection 10.1B(iv) Section may not be amended without the prior written consent of each Granting Lender, all or any part of whose Loan is being funded by an SPC at the SPCtime of such amendment.

Appears in 3 contracts

Samples: Credit Agreement (Nevada Power Co), Credit Agreement (Nevada Power Co), Credit Agreement (Sierra Pacific Power Co)

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”), identified as such in writing from time to time by the Granting Lender to Administrative Agent and Company, the option to provide to Company all or any part of any Loan that such Granting Lender would otherwise be obligated to make to Company pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. Nothing in this clause (iv) shall relieve the Granting Lender from its obligations under the Loan Documents except to the extent any such obligation is fully performed by the SPC. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any state thereof. In addition, notwithstanding anything to the contrary contained in this subsection 10.1B(iv10.1B(iii), any SPC may (i) with notice to, but without the prior written consent of, Company and Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender or to any financial institutions (consented to by Company and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. Company agrees that each SPC shall be entitled to the benefits of subsection 2.7 (subject to the requirements and limitations of that subsection) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to this subsection 10.1B. A SPC shall not be entitled to receive any greater payment under subsection 2.7 than the applicable Lender would have been entitled to receive with respect to the interest granted to such SPC unless the grant of the interest to such SPC is made with Company’s prior written consent or the right to a greater payment results from a change in law after the SPC acquires its interestconsent. This subsection 10.1B(iv10.1B(iii) may not be amended without the written consent of the SPC.

Appears in 3 contracts

Samples: Credit Agreement (IntraLinks Holdings, Inc.), Credit Agreement (IntraLinks Holdings, Inc.), Second Lien Credit Agreement (IntraLinks Holdings, Inc.)

Special Purpose Funding Vehicles. (a) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”), identified as such in writing from time to time by the Granting Lender to Administrative Agent and Company, ) the option to provide to Company fund all or any part of any Loan Advance that such Granting Lender would otherwise be obligated to make to Company fund pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any an SPC to make fund any LoanAdvance, and (ii) if an SPC elects not to exercise such option or otherwise fails to provide fund all or any part of such LoanAdvance, the Granting Lender shall be obligated to make fund such Loan Advance pursuant to the terms hereof. Nothing in this clause (iv) shall relieve the Granting Lender from its obligations under the Loan Documents except to the extent any such obligation is fully performed by the SPC. The making funding of a Loan an Advance by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan Advance were made funded by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with a Lender would otherwise be liable for so long as, and to the extent, the Granting Lender)Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any state thereof. In addition, notwithstanding Notwithstanding anything to the contrary contained in this subsection 10.1B(iv)Agreement, any SPC may (i) with notice to, but without the prior written consent of, Company and Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender or to any financial institutions (consented to by Company and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its Loans funding of Advances to any rating agency, commercial paper dealer or provider of any surety, surety or guarantee or credit or liquidity enhancement to such SPC. Company agrees that each SPC . (b) Each Granting Lender, acting solely for this purpose on the Company’s behalf, shall maintain a register comparable to the Register maintained by the Administrative Agent pursuant to Section 9.07(c) for purpose of recording the funding of Advances by SPCs. (c) Assignments of and participations in Advances funded by SPCs shall be entitled to the benefits of subsection 2.7 (subject to the requirements and limitations provisions of that subsectionSection 9.07. (d) Notwithstanding anything to the same extent as if it were a contrary in this Agreement, (i) the Company shall not be required to pay any amount under Sections 2.10, 2.12 or 2.17 that is greater than the amount which the Company would have been required to pay had such SPC not provided the Company with any part of any Advance of such Granting Lender and had acquired its interest by assignment pursuant to subsection 10.1B. A (ii) an SPC shall not be entitled to receive any greater payment benefits under subsection 2.7 than the applicable Lender would have been entitled Section 2.12 unless such SPC agrees to receive with respect be subject to the interest granted to such SPC unless the grant provisions of Sections 2.10(c), 2.12(d), 2.12(f), 2.12(g) and 2.17 as if it were an assignee (as of the interest to such SPC is made with Company’s prior written consent or the right to a greater payment results from a change in law after the SPC acquires date it funds its interest. This subsection 10.1B(ivfirst Advance hereunder) may not be amended without the written consent of the SPCunder Section 9.07.

Appears in 3 contracts

Samples: Credit Agreement (Perspecta Inc.), Credit Agreement (Perspecta Inc.), Credit Agreement (Perspecta Inc.)

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a "Granting Lender") may may, with the prior written consent of the Borrower, grant to a special purpose funding vehicle (an “SPC”), identified as such in writing from time to time by the Granting Lender to Administrative the Agent and Company, the Borrower from time to time (an "SPV") the option to provide to Company the Borrower all or any part of any Loan extension of credit that such Granting Lender would otherwise be obligated to make to Company the Borrower pursuant to this Agreementhereto; provided provided, however, that (ia) nothing herein shall constitute a commitment by any SPC SPV to make any Loanextension of credit, and (iib) if an SPC SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loanextension of credit, the Granting Lender shall be obligated to make such Loan extension of credit pursuant to the terms hereof. Nothing in this clause hereof and (ivc) shall relieve the Granting Lender from its obligations shall remain for all purposes the Lender of record under the Loan Documents except to Credit Documents, including for the extent any such obligation is fully performed by purposes of approving amendments, waivers and other modifications of the SPCCredit Documents. The making of a Loan an extension of credit by an SPC SPV hereunder shall utilize the Commitment of the Granting Lender to the same extent, and extent as if, if such Loan were extension of credit had been made by such Granting Lender. Each party hereto hereby agrees that no SPC No SPV shall be liable for any indemnity or similar payment obligation under this Agreement the Credit Documents (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior Prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPCSPV, it no party hereto will not institute against, or join any other person Person in instituting against, such SPC SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any state thereofproceedings. In addition, notwithstanding anything to the contrary contained in this subsection 10.1B(iv)herein, any SPC SPV may (i) with notice to, but without the prior written consent of, Company the Borrower and Administrative the Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans Credit Obligations to the Granting Lender or to any financial institutions (consented to in writing by Company the Borrower and Administrative Agent) providing liquidity and/or or credit support to or for the account of such SPC SPV to support the funding or maintenance of Loans extensions of credit and (ii) disclose on a confidential basis any non-public information relating to its Loans extensions of credit to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. Company agrees that each SPC shall be entitled to the benefits of subsection 2.7 (subject to the requirements and limitations of that subsection) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection 10.1B. A SPC shall not be entitled to receive any greater payment under subsection 2.7 than the applicable Lender would have been entitled to receive with respect to the interest granted to such SPC unless the grant of the interest to such SPC is made with Company’s prior written consent or the right to a greater payment results from a change in law after the SPC acquires its interestSPV. This subsection 10.1B(iv) Section shall survive the termination of this Agreement and may not be amended without the written consent of the SPCeach SPV to which a grant has been made pursuant to this Section.

Appears in 2 contracts

Samples: Credit Agreement (American Biltrite Inc), Credit Agreement (American Biltrite Inc)

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”"GRANTING LENDER") may grant to a special purpose funding vehicle (an “a "SPC"), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and Company, the option to provide to Company all or any part of any Loan that such Granting Lender would otherwise be obligated to make to Company pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. Nothing in this clause (iv) shall relieve the Granting Lender from its obligations under the Loan Documents except to the extent any such obligation is fully performed by the SPC. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any state thereof. In addition, notwithstanding anything to the contrary contained in this subsection 10.1B(iv), any SPC may (i) with notice to, but without the prior written consent of, Company and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender or to any financial institutions (consented to by Company and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. Company agrees that each SPC shall be entitled to the benefits of subsection 2.7 (subject to the requirements and limitations of that subsection) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection 10.1B. A SPC shall not be entitled to receive any greater payment under subsection 2.7 than the applicable Lender would have been entitled to receive with respect to the interest granted to such SPC unless the grant of the interest to such SPC is made with Company’s prior written consent or the right to a greater payment results from a change in law after the SPC acquires its interest. This subsection 10.1B(iv) may not be amended without the written consent of the SPC.

Appears in 2 contracts

Samples: Credit Agreement (Urs Corp /New/), Credit Agreement (Ackerley Group Inc)

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a "Granting Lender") may grant to a special purpose funding vehicle (an “a "SPC"), identified as such in writing from time to time by the Granting Lender to Administrative the Agent and Companythe Borrowers, the option to provide to Company the Borrowers all or any part of any Loan that such Granting Lender would otherwise be obligated to make to Company the Borrowers pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. Nothing in this clause (iv) shall relieve the Granting Lender from its obligations under the Loan Documents except to the extent any such obligation is fully performed by the SPC. The making of a Loan by an SPC hereunder shall utilize the Revolving Loan Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any state thereof. In addition, notwithstanding anything to the contrary contained in this subsection 10.1B(iv)11.9.5, any SPC may (i) with notice to, but without the prior written consent of, Company the Borrowers and Administrative the Agent and without paying any processing fee therefortherefore, assign all or a portion of its interests in any Loans to the Granting Lender or to any financial institutions (consented to by Company the Borrowers and Administrative the Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. Company agrees that each SPC shall be entitled to the benefits of subsection 2.7 (subject to the requirements and limitations of that subsection) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection 10.1B. A SPC shall not be entitled to receive any greater payment under subsection 2.7 than the applicable Lender would have been entitled to receive with respect to the interest granted to such SPC unless the grant of the interest to such SPC is made with Company’s prior written consent or the right to a greater payment results from a change in law after the SPC acquires its interest. This subsection 10.1B(iv) 11.9.5 may not be amended without the he written consent of the SPC.

Appears in 2 contracts

Samples: Loan and Security Agreement (D & K Healthcare Resources Inc), Loan and Security Agreement (D & K Healthcare Resources Inc)

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained hereinin this subsection 10.1B, any Lender (a “Granting Lender”"GRANTING LENDER") may grant to a special purpose funding vehicle (an “a "SPC"), identified as such in writing from time to time by the Granting Lender to Administrative Agent and CompanyAgent, the option to provide to Company Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to Company pursuant to this AgreementBorrower; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Loan, Loan and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. Nothing in this clause (iv) shall relieve the Granting Lender from its obligations under the Loan Documents except to the extent any such obligation is fully performed by the SPCLoan. The making of a Term B Loan, Supplemental Term Loan, LC Facility Loan or Revolving Loan by an SPC hereunder shall utilize the Term B Loan Commitment, Supplemental Term Loan Commitment, LC Facility Commitment or Revolving Loan Commitment, as applicable, of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any state State thereof. In addition, notwithstanding anything to the contrary contained in this subsection 10.1B(iv)10.1, any SPC may (i) with notice to, but without the prior written consent of, Company and Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans Loan to the Granting Lender or to any financial institutions (consented to by Company and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of any Loans and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. Company agrees that each SPC shall be entitled to the benefits of subsection 2.7 (subject to the requirements and limitations of that subsection) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection 10.1B. A SPC shall not be entitled to receive any greater payment under subsection 2.7 than the applicable Lender would have been entitled to receive with respect to the interest granted to such SPC unless the grant of the interest to such SPC is made with Company’s prior written consent or the right to a greater payment results from a change in law after the SPC acquires its interest. This subsection 10.1B(iv) section may not be amended without the written consent of the each SPC.

Appears in 1 contract

Samples: Credit Agreement (Brand Services)

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”), identified as such in writing from time to time by the Granting Lender to Administrative Agent and Company, the option to provide to Company all or any part of any Loan that such Granting Lender would otherwise be obligated to make to Company pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. Nothing in this clause (iv) shall relieve the Granting Lender from its obligations under the Loan Documents except to the extent any such obligation is fully performed by the SPC. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any state thereof. In addition, notwithstanding anything to the contrary contained in this subsection 10.1B(iv), any SPC may (i) with notice to, but without the prior written consent of, Company and Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender or to any financial institutions (consented to by Company and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. Company agrees that each SPC shall be entitled to the benefits of subsection subsections 2.6D and 2.7 (subject to the requirements and limitations of that subsectionthose subsections) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to this subsection 10.1B. A SPC shall not be entitled to receive any greater payment under subsection subsections 2.6D and 2.7 than the applicable Lender would have been entitled to receive with respect to the interest granted to such SPC SPC, unless the grant of the interest to such SPC is made with Company’s prior written consent or the right to a greater payment results from a change in law after the SPC acquires its interestconsent. This subsection 10.1B(iv) may not be amended without the written consent of the SPC.

Appears in 1 contract

Samples: Credit Agreement (IntraLinks Holdings, Inc.)

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”), identified as such in writing from time to time by the Granting Lender to Administrative Agent and CompanyHoldings, the option to provide to Company Holdings all or any part of any Loan that such Granting Lender would otherwise be obligated to make to Company Holdings pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. Nothing in this clause (iv) shall relieve the Granting Lender from its obligations under the Loan Documents except to the extent any such obligation is fully performed by the SPC. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any state thereof. In addition, notwithstanding anything to the contrary contained in this subsection 10.1B(iv10.1B(iii), any SPC may (i) with notice to, but without the prior written consent of, Company Holdings and Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender or to any financial institutions (consented to by Company Holdings and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. Company Holdings agrees that each SPC shall be entitled to the benefits of subsection 2.7 (subject to the requirements and limitations of that subsection) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to this subsection 10.1B. A SPC shall not be entitled to receive any greater payment under subsection 2.7 than the applicable Lender would have been entitled to receive with respect to the interest granted to such SPC unless the grant of the interest to such SPC is made with Company’s Holdings’ prior written consent or the right to a greater payment results from a change in law after the SPC acquires its interestconsent. This subsection 10.1B(iv10.1B(iii) may not be amended without the written consent of the SPC.

Appears in 1 contract

Samples: Senior Pik Credit Agreement (IntraLinks Holdings, Inc.)

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a "Granting Lender”Bank") may grant to a special purpose funding vehicle (an “a "SPC"), identified as such in writing from time to time by the Granting Lender Bank to Administrative Agent and CompanyBorrower, the option to provide to Company Borrower all or any part of any Loan that such Granting Lender Bank would otherwise be obligated to make to Company Borrower pursuant to this Agreement; provided that (ia) nothing herein shall constitute a commitment by any SPC to make any Loan, and (iib) if an a SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender Bank shall be obligated to make such Loan pursuant to the terms hereof. Nothing in this clause (iv) shall relieve the Granting Lender from its obligations under the Loan Documents except to the extent any such obligation is fully performed by the SPC. The making of a Loan by an a SPC hereunder shall utilize the Commitment of the Granting Lender Bank to the same extent, and as if, such Loan were made by such Granting LenderBank. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting LenderBank). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other person Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any state thereof. In addition, notwithstanding anything to the contrary contained in this subsection 10.1B(iv)Section 9.13, any SPC may (i) with notice to, but without the prior written consent of, Company and Borrower, Administrative Agent or and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender Bank or to any financial institutions (consented to by Company Borrower and Administrative Agent) providing liquidity and/or or credit support to or for the account of such SPC to support the funding or maintenance of Loans Loans, and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. Company agrees that each SPC shall be entitled to the benefits of subsection 2.7 (subject to the requirements and limitations of that subsection) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection 10.1B. A SPC shall not be entitled to receive any greater payment under subsection 2.7 than the applicable Lender would have been entitled to receive with respect to the interest granted to such SPC unless the grant of the interest to such SPC is made with Company’s prior written consent or the right to a greater payment results from a change in law after the SPC acquires its interest. This subsection 10.1B(iv) Section 9.13.2 may not be amended without the written consent of the SPCall SPCs having outstanding Loans or Commitments hereunder.

Appears in 1 contract

Samples: Credit Agreement (Calpine Corp)

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting LenderBank”) may grant to a special purpose funding vehicle (an a “SPC”), identified as such in writing from time to time by the Granting Lender Bank to Administrative Agent and CompanyBorrower, the option to provide to Company Borrower all or any part of any Loan that such Granting Lender Bank would otherwise be obligated to make to Company Borrower pursuant to this Agreement; provided that (ia) nothing herein shall constitute a commitment by any SPC to make any Loan, and (iib) if an a SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender Bank shall be obligated to make such Loan pursuant to the terms hereof. Nothing in this clause (iv) shall relieve the Granting Lender from its obligations under the Loan Documents except to the extent any such obligation is fully performed by the SPC. The making of a Loan by an a SPC hereunder shall utilize the Commitment of the Granting Lender Bank to the same extent, and as if, such Loan were made by such Granting LenderBank. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting LenderBank). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other person Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any state thereof. In addition, notwithstanding anything to the contrary contained in this subsection 10.1B(iv)Section 9.13, any SPC may (i) with notice to, but without the prior written consent of, Company and Borrower, Administrative Agent or and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender Bank or to any financial institutions (consented to by Company Borrower and Administrative Agent) providing liquidity and/or or credit support to or for the account of such SPC to support the funding or maintenance of Loans Loans, and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. Company agrees that each SPC shall be entitled to the benefits of subsection 2.7 (subject to the requirements and limitations of that subsection) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection 10.1B. A SPC shall not be entitled to receive any greater payment under subsection 2.7 than the applicable Lender would have been entitled to receive with respect to the interest granted to such SPC unless the grant of the interest to such SPC is made with Company’s prior written consent or the right to a greater payment results from a change in law after the SPC acquires its interest. This subsection 10.1B(iv) Section 9.13.2 may not be amended without the written consent of the SPCall SPCs having outstanding Loans or Commitments hereunder.

Appears in 1 contract

Samples: Credit Agreement (Calpine Corp)

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an a “SPC”), identified as such in writing from time to time by the Granting Lender to Administrative Agent and Company, the option to provide to Company all or any part of any Loan that such Granting Lender would otherwise be obligated to make to Company pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. Nothing in this clause (iv) shall relieve the Granting Lender from its obligations under the Loan Documents except to the extent any such obligation is fully performed by the SPC. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any state thereof. In addition, notwithstanding anything to the contrary contained in this subsection 10.1B(iv), any SPC may (i) with notice to, but without the prior written consent of, Company and Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender or to any financial institutions (consented to by Company and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. Company agrees that each SPC shall be entitled to the benefits of subsection 2.7 (subject to the requirements and limitations of that subsection) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection 10.1B. A SPC shall not be entitled to receive any greater payment under subsection 2.7 than the applicable Lender would have been entitled to receive with respect to the interest granted to such SPC unless the grant of the interest to such SPC is made with Company’s prior written consent or the right to a greater payment results from a change in law after the SPC acquires its interest. This subsection 10.1B(iv) may not be amended without the written consent of the SPC. Each Granting Lender shall, acting for this purpose as an agent of Company, maintain at one of its offices a register substantially similar to the Register for the recordation of the names and addresses of its assignees and the amount and terms of its assignments pursuant to this subsection 10.1(B)(iv) and no such assignment shall be effective until and unless it is recorded in such register.

Appears in 1 contract

Samples: Credit Agreement (Urs Corp /New/)

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an SPC”), identified as such in writing from time to time by the Granting Lender to Administrative Agent and Companythe Borrowers, the option to provide to Company the Borrowers all or any part of any Loan that such Granting Lender would otherwise be obligated to make to Company the Borrowers pursuant to this Agreement; provided that (ix) nothing herein shall constitute a commitment by any SPC to make any Loan, Loans and (iiy) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. Nothing in this clause (iv) shall relieve the Granting Lender from its obligations under the Loan Documents except to the extent any such obligation is fully performed by the SPC. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any state State thereof. In addition, notwithstanding anything to the contrary contained in this subsection 10.1B(iv)clause, any SPC may (i) with notice to, but without the prior written consent of, Company and the Borrowers or Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender or to any financial institutions (consented to by Company and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. Company agrees that each SPC shall be entitled to the benefits of subsection 2.7 (subject to the requirements and limitations of that subsection) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection 10.1B. A SPC shall not be entitled to receive any greater payment under subsection 2.7 than the applicable Lender would have been entitled to receive with respect to the interest granted to such SPC unless the grant of the interest to such SPC is made with Company’s prior written consent or the right to a greater payment results from a change in law after the SPC acquires its interest. This subsection 10.1B(iv) Section may not be amended without the written consent of the SPC. Borrowers acknowledge and agree, subject to the next sentence, that, to the fullest extent permitted under applicable law, each SPC, for purposes of Sections 2.16, 2.17, 2.18, 2.19, 12.2, 12.3 and 12.4, shall be considered a Lender. Borrowers shall not be required to pay any amount under Sections 2.16, 2.17, 2.18, 2.19, 12.2, 12.3 and 12.4 that is greater than the amount which it would have been required to pay had no grant been made by a Granting Lender to a SPC.

Appears in 1 contract

Samples: Debtor in Possession Financing Agreement (Granite Broadcasting Corp)

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Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained hereinin this subsection 11.1B, any Lender (a "Granting Lender") may grant to a special purpose funding vehicle (an "SPC"), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and CompanyAgent, the option to provide to the Company all or any part of any Loan that such Granting Lender would otherwise be obligated to make to Company pursuant to this Agreementthe Company; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Loan, Loan and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. Nothing in this clause (iv) shall relieve the Granting Lender from its obligations under the Loan Documents except to the extent any such obligation is fully performed by the SPCLoan. The making of a Revolving Loan by an SPC hereunder shall utilize the Revolving Loan Commitment of the Granting Lender to the same extent, and extent as if, if such Loan were had been made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any state State thereof. In addition, notwithstanding anything to the contrary contained in this subsection 10.1B(iv)11.1, any SPC may (i) with notice to, but without the prior written consent of, Company and the Administrative Agent Agent, and without paying any processing fee therefor, assign all or a portion of its interests in any Loans Loan to the Granting Lender or to any financial institutions (consented to by Company and the Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of any Loans and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee guaranty or credit or liquidity enhancement to such SPC. Company agrees that each SPC shall be entitled to the benefits of subsection 2.7 (subject to the requirements and limitations of that subsection) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection 10.1B. A SPC shall not be entitled to receive any greater payment under subsection 2.7 than the applicable Lender would have been entitled to receive with respect to the interest granted to such SPC unless the grant of the interest to such SPC is made with Company’s prior written consent or the right to a greater payment results from a change in law after the SPC acquires its interest. This subsection 10.1B(iv) section may not be amended without the written consent of the each SPC.

Appears in 1 contract

Samples: Credit Agreement (Ak Steel Holding Corp)

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an a “SPC”), identified as such in writing from time to time by the Granting Lender to Administrative Agent and Company, the option to provide to Company all or any part of any Loan that such Granting Lender would otherwise be obligated to make to Company pursuant to this Agreement; provided that (ix) nothing herein shall constitute a commitment by any SPC to make any Loan, Loans and (iiy) if an SPC elects not to exercise such option or otherwise fails to provide 101 all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. Nothing in this clause (iv) shall relieve the Granting Lender from its obligations under the Loan Documents except to the extent any such obligation is fully performed by the SPC. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any state State thereof. In addition, notwithstanding anything to the contrary contained in this subsection 10.1B(iv)clause, any SPC may (i) with notice to, but without the prior written consent of, Company and or Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender or to any financial institutions (consented to by Company and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. Company agrees that each SPC shall be entitled to the benefits of subsection 2.7 (subject to the requirements and limitations of that subsection) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection 10.1B. A SPC shall not be entitled to receive any greater payment under subsection 2.7 than the applicable Lender would have been entitled to receive with respect to the interest granted to such SPC unless the grant of the interest to such SPC is made with Company’s prior written consent or the right to a greater payment results from a change in law after the SPC acquires its interest. This subsection 10.1B(iv) Section may not be amended without the written consent of the SPC. Company acknowledges and agrees, subject to the next sentence, that, to the fullest extent permitted under applicable law, each SPC, for purposes of Sections 2.16, 2.17, 2.18, 2.19, 10.2, 10.3 and 10.4, shall be considered a Lender. Company shall not be required to pay any amount under Sections 2.16, 2.17, 2.18, 2.19, 10.2, 10.3 and 10.4 that is greater than the amount which it would have been required to pay had no grant been made by a Granting Lender to a SPC.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Granite Broadcasting Corp)

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an a “SPC”), identified as such in writing from time to time by the Granting Lender to Administrative Agent and Company, the option to provide to Company all or any part of any Loan that such Granting Lender would otherwise be obligated to make to Company pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. Nothing in this clause (iv) shall relieve the Granting Lender from its obligations under the Loan Documents except to the extent any such obligation is fully performed by the SPC. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any state thereof. In addition, notwithstanding anything to the contrary contained in this subsection 10.1B(iv), any SPC may (i) with notice to, but without the prior written consent of, Company and Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender or to any financial institutions (consented to by Company and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. Company agrees that each SPC shall be entitled to the benefits of subsection 2.7 (subject to the requirements and limitations of that subsection) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection 10.1B. A SPC shall not be entitled to receive any greater payment under subsection 2.7 than the applicable Lender would have been entitled to receive with respect to the interest granted to such SPC unless the grant of the interest to such SPC is made with Company’s prior written consent or the right to a greater payment results from a change in law after the SPC acquires its interest. This subsection 10.1B(iv) may not be amended without the written consent of the SPC. A SPC shall not be entitled to the benefits of subsection 2.7 unless it complies with subsection 2.7B(iii) as though it were a Lender.

Appears in 1 contract

Samples: Credit Agreement (FTD Inc)

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an a “SPC”), identified as such in writing from time to time by the Granting Lender to Administrative Agent and Company, the option to provide to Company all or any part of any Loan that such Granting Lender would otherwise be obligated to make to Company pursuant to this Agreement; provided that (ix) nothing herein shall constitute a commitment by any SPC to make any Loan, Loans and (iiy) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. Nothing in this clause (iv) shall relieve the Granting Lender from its obligations under the Loan Documents except to the extent any such obligation is fully performed by the SPC. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any state State thereof. In addition, notwithstanding anything to the contrary contained in this subsection 10.1B(iv)clause, any SPC may (i) with notice to, but without the prior written consent of, Company and or Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender or to any financial institutions (consented to by Company and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. Company agrees that each SPC shall be entitled to the benefits of subsection 2.7 (subject to the requirements and limitations of that subsection) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection 10.1B. A SPC shall not be entitled to receive any greater payment under subsection 2.7 than the applicable Lender would have been entitled to receive with respect to the interest granted to such SPC unless the grant of the interest to such SPC is made with Company’s prior written consent or the right to a greater payment results from a change in law after the SPC acquires its interest. This subsection 10.1B(iv) Section may not be amended without the written consent of the SPC. Company acknowledges and agrees, subject to the next sentence, that, to the fullest extent permitted under applicable law, each SPC, for purposes of Sections 2.14, 2.15, 2.16, 2.17, 10.2, 10.3 and 10.4, shall be considered a Lender. Company shall not be required to pay any amount under Sections 2.14, 2.15, 2.16, 2.17, 10.2, 10.3 and 10.4 that is greater than the amount which it would have been required to pay had no grant been made by a Granting Lender to a SPC.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (U S Energy Systems Inc)

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an a “SPC”), identified as such in writing from time to time by the Granting Lender to Administrative Agent and Company, the option to provide to Company all or any part of any Loan that such Granting Lender would otherwise be obligated to make to Company pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. Nothing in this clause (iv) shall relieve the Granting Lender from its obligations under the Loan Documents except to the extent any such obligation is fully performed by the SPC. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any state thereof. In addition, notwithstanding anything to the contrary contained in this subsection 10.1B(iv), any SPC may (i) with notice to, but without the prior written consent of, Company and Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender or to any financial institutions (consented to by Company and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. Company agrees that each SPC shall be entitled to the benefits of subsection 2.7 (subject to the requirements and limitations of that subsection) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection 10.1B. A SPC shall not be entitled to receive any greater payment under subsection 2.7 than the applicable Lender would have been entitled to receive with respect to the interest granted to such SPC unless the grant of the interest to such SPC is made with Company’s prior written consent or the right to a greater payment results from a change in law after the SPC acquires its interest. This subsection 10.1B(iv) may not be amended without the written consent of the SPC.

Appears in 1 contract

Samples: Credit Agreement (Urs Corp /New/)

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an a “SPC”), identified as such in writing from time to time by the Granting Lender to Administrative Agent and Company, the option to provide to Company all or any part of any Loan that such Granting Lender would otherwise be obligated to make to Company pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. Nothing in this clause (iv) shall relieve the Granting Lender from its obligations under the Loan Documents except to the extent any such obligation is fully performed by the SPC. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any state thereof. In addition, notwithstanding anything to the contrary contained in this subsection 10.1B(iv), any SPC may (i) with notice to, but without the prior written consent of, Company and Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender or to any financial institutions (consented to by Company and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. Company agrees that each SPC shall be entitled to the benefits of subsection 2.7 (subject to the requirements and limitations of that subsection) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection 10.1B. A SPC shall not be entitled to receive any greater payment under subsection 2.7 than the applicable Lender would have been entitled to receive with respect to the interest granted to such SPC unless the grant of the interest to such SPC is made with Company’s prior written consent or the right to a greater payment results from a change in law after the SPC acquires its interest. This subsection 10.1B(iv) may not be amended without the written consent of the SPC.. Each Granting Lender shall, acting for this purpose as an agent of Company, maintain at one of its offices a register substantially similar to the Register for the recordation of the names and addresses of its assignees and the amount and terms of its assignments pursuant to this subsection 10.1(B)(iv) and no such assignment shall be effective until and unless it is recorded in such register. Table of Contents

Appears in 1 contract

Samples: Credit Agreement (Urs Corp /New/)

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained hereinin this subsection 10.1B, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an a “SPC”), identified as such in writing from time to time by the Granting Lender to Administrative Agent and CompanyAgent, the option to provide to Company Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to Company pursuant to this AgreementBorrower; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Loan, Loan and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. Nothing in this clause (iv) shall relieve the Granting Lender from its obligations under the Loan Documents except to the extent any such obligation is fully performed by the SPCLoan. The making of a Supplemental Term Loan, Synthetic Letter of Credit Loan or Revolving Loan by an SPC hereunder shall utilize the Supplemental Term Loan Commitment, Synthetic Letter of Credit Commitment or Revolving Loan Commitment, as applicable, of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any state State thereof. In addition, notwithstanding anything to the contrary contained in this subsection 10.1B(iv)10.1, any SPC may (i) with notice to, but without the prior written consent of, Company and Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans Loan to the Granting Lender or to any financial institutions (consented to by Company and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of any Loans and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. Company agrees that each SPC shall be entitled to the benefits of subsection 2.7 (subject to the requirements and limitations of that subsection) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection 10.1B. A SPC shall not be entitled to receive any greater payment under subsection 2.7 than the applicable Lender would have been entitled to receive with respect to the interest granted to such SPC unless the grant of the interest to such SPC is made with Company’s prior written consent or the right to a greater payment results from a change in law after the SPC acquires its interest. This subsection 10.1B(iv) section may not be amended without the written consent of the each SPC.

Appears in 1 contract

Samples: Amendment Agreement (Brand Energy & Infrastructure Services, Inc)

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”"GRANTING LENDER") may grant to a special purpose funding vehicle (an “SPC”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and Company, the Borrower from time to time (an "SPV") the option to provide to Company the Borrower all or any part of any Loan extension of credit that such Granting Lender would otherwise be obligated to make to Company the Borrower pursuant to this Agreementhereto; provided PROVIDED, HOWEVER, that (ia) nothing herein shall constitute a commitment by any SPC SPV to make any Loanextension of credit, and (iib) if an SPC SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loanextension of credit, the Granting Lender shall be obligated to make such Loan extension of credit pursuant to the terms hereof. Nothing in this clause hereof and (ivc) shall relieve the Granting Lender from its obligations shall remain for all purposes the Lender of record under the Loan Documents except to Credit Documents, including for the extent any such obligation is fully performed by purposes of approving amendments, waivers and other modifications of the SPCCredit Documents. The making of a Loan an extension of credit by an SPC SPV hereunder shall utilize the Commitment of the Granting Lender to the same extent, and extent as if, if such Loan were extension of credit had been made by such Granting Lender. Each party hereto hereby agrees that no SPC No SPV shall be liable for any indemnity or similar payment obligation under this Agreement the Credit Documents (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior Prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPCSPV, it no party hereto will not institute against, or join any other person Person in instituting against, such SPC SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any state thereofproceedings. In addition, notwithstanding anything to the contrary contained in this subsection 10.1B(iv)herein, any SPC SPV may (i) with notice to, but without the prior written consent of, Company the Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans Credit Obligations to the Granting Lender or to any financial institutions (consented to in writing by Company the Borrower and Administrative Agent) providing liquidity and/or or credit support to or for the account of such SPC SPV to support the funding or maintenance of Loans extensions of credit and (ii) disclose on a confidential basis any non-public information relating to its Loans extensions of credit to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. Company agrees that each SPC shall be entitled to the benefits of subsection 2.7 (subject to the requirements and limitations of that subsection) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection 10.1B. A SPC shall not be entitled to receive any greater payment under subsection 2.7 than the applicable Lender would have been entitled to receive with respect to the interest granted to such SPC unless the grant of the interest to such SPC is made with Company’s prior written consent or the right to a greater payment results from a change in law after the SPC acquires its interestSPV. This subsection 10.1B(iv) Section shall survive the termination of this Agreement and may not be amended without the written consent of the SPCeach SPV to which a grant has been made pursuant to this Section.

Appears in 1 contract

Samples: Credit Agreement (American Financial Group Inc)

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained hereinin this subsection 10.1B, any Lender (a "Granting Lender") may grant to a special purpose funding vehicle (an “a "SPC"), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and CompanyAgent, the option to provide to Company all or any part of any Loan that such Granting Lender would otherwise be obligated to make to Company pursuant to this AgreementCompany; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Loan, Loan and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. Nothing in this clause (iv) shall relieve the Granting Lender from its obligations under the Loan Documents except to the extent any such obligation is fully performed by the SPCLoan. The making of a Term Loan or Revolving Loan by an SPC hereunder shall utilize the Term Loan Commitment or Revolving Loan Commitment, as applicable, of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any state State thereof. In addition, notwithstanding anything to the contrary contained in this subsection 10.1B(iv)10.1, any SPC may (i) with notice 125 to, but without the prior written consent of, Company and Administrative Agent and without paying any processing fee therefortherefore, assign all or a portion of its interests in any Loans Loan to the Granting Lender or to any financial institutions (consented to by Company and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of any Loans and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. Company agrees that each SPC shall be entitled to the benefits of subsection 2.7 (subject to the requirements and limitations of that subsection) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection 10.1B. A SPC shall not be entitled to receive any greater payment under subsection 2.7 than the applicable Lender would have been entitled to receive with respect to the interest granted to such SPC unless the grant of the interest to such SPC is made with Company’s prior written consent or the right to a greater payment results from a change in law after the SPC acquires its interest. This subsection 10.1B(iv) section may not be amended without the written consent of the each SPC.

Appears in 1 contract

Samples: Credit Agreement (Ethyl Corp)

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