Syndication Agent The Syndication Agent shall not have any duties or responsibilities hereunder in its capacity as such.
Documentation Agent and Syndication Agent Neither the Documentation Agent nor the Syndication Agent shall have any duties or responsibilities hereunder in its capacity as such.
Syndication Agent and Documentation Agent Neither the Syndication Agent nor the Documentation Agent shall have any duties or responsibilities hereunder in its capacity as such.
Documentation Agent 45 SECTION 10. MISCELLANEOUS................................................................................ 45
Arrangers Any Affiliate of an Arranger may provide the services of an Arranger for the transactions contemplated hereunder.
Arranger KeyBanc Capital Markets or any successors thereto. Assignment and Acceptance Agreement. See §18.1.
Trustee, Paying Agents, Conversion Agents, Bid Solicitation Agent or Note Registrar May Own Notes The Trustee, any Paying Agent, any Conversion Agent, Bid Solicitation Agent (if other than the Company or any Affiliate thereof) or Note Registrar, in its individual or any other capacity, may become the owner or pledgee of Notes with the same rights it would have if it were not the Trustee, Paying Agent, Conversion Agent, Bid Solicitation Agent or Note Registrar.
Syndication The Borrowers agree that the Administrative Agent has the right to syndicate the Commitments and the Term Loans at any time or from time to time to a group of financial institutions (the "Additional Lenders") identified by the Administrative Agent in consultation with the Borrowers, if the Administrative Agent and its affiliates determine to syndicate the Commitments and the Term Loans. The Borrowers agree to actively assist the Administrative Agent and its affiliates in completing a syndication satisfactory to the Administrative Agent and the Borrowers, including (a) using commercially reasonable efforts to ensure that the syndication efforts benefit materially from the Borrower's lending and equity relationships, (b) direct contact between the Borrowers and any Additional Lenders, (c) furnishing, or, as the Administrative Agent may request, assisting in the preparation of, information, projections and marketing materials to be used in connection with the syndication and (d) the hosting, with the Administrative Agent and its affiliates, of one or more meetings of any Additional Lenders. The Administrative Agent and its affiliates would manage all aspects of the syndication, in consultation with the Borrowers, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocations of the commitments among any Additional Lenders and the amount and distribution of fees among any Additional Lenders. The Borrowers acknowledge that the information the Borrowers may be asked to furnish to the Administrative Agent and its affiliates and to any Additional Lenders may include sensitive competitive information, and the Administrative Agent and its affiliates agree to take appropriate and customary confidentiality precautions with respect thereto. Notwithstanding anything to the contrary contained herein, in the event of a syndication (i) no Lender shall be permitted to syndicate more than 49% of the Commitments, Term Loans and LC Disbursements held by it on the Closing Date without the prior written consent of the Borrowers and (ii) any syndication shall be offered to the Lenders pro rata (to the extent desired by any Lenders) based on their respective Loan Percentages.
Paying Agent, Conversion Agent and Registrar Initially, the Trustee will act as Paying Agent, Conversion Agent and Registrar. The Company may appoint and change any Paying Agent, Conversion Agent, Registrar or co-registrar without notice, other than notice to the Trustee. The Company or any of its Subsidiaries or any of their Affiliates may act as Paying Agent, Conversion Agent, Registrar or co-registrar. The Company may maintain deposit accounts and conduct other banking transactions with the Trustee in the normal course of business.
Loan Documentation The documentation (“Loan Documentation”) governing or relating to the material loan and credit-related assets (“Loan Assets”) included in the loan portfolio of the Seller Subsidiaries is legally sufficient for the purposes intended thereby and creates enforceable rights of the Seller Subsidiaries in accordance in all material respects with the terms of such Loan Documentation, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting the enforcement of creditors’ rights generally, by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law) and by an implied covenant of good faith and fair dealing, except for such insufficiencies as would not have a material adverse effect on Seller. Except as set forth in Section 3.01(j) of the Seller Disclosure Schedule, no debtor under any of the Loan Documentation has asserted as of the date hereof any claim or defense with respect to the subject matter thereof, which claim or defense, if determined adversely to Seller, would have a material adverse effect on Seller. All loans and extensions of credit that have been made by the Seller Subsidiaries comply in all material respects with applicable regulatory limitations and procedures.
