Syndication Efforts. (a) Subject to Sections 6.7(c) and 9.1, the Obligors acknowledge that the Lender may assign or grant participations in all or any part of the Notes and the Lender and permitted assignees of the Notes may assign or grant participations in all or any part of the Notes to one or more other Persons (such assignment or participations, collectively, the "syndication"). Subject to Section 6.7(c), UPC and the Company shall actively assist the Lender and permitted assignees and participants of the Notes in completing a limited syndication in a manner satisfactory to the Lender and such assignees and participants. Subject to Section 6.7(c), without limiting the foregoing, upon the request of any of the Lender or such permitted assignees and participants, UPC and the Company shall (i) use commercially reasonable efforts to ensure that the syndication efforts benefit materially from the existing lending and other financing relationships of UPC and its Subsidiaries, (ii) use commercially reasonable efforts to make certain members of the management of UPC and its Subsidiaries, as well as their respective consultants, advisors, independent accountants and legal counsel, are available during regular business hours to answer questions regarding this Agreement, the Loan and the transactions contemplated hereby, (iii) assist in the preparation of a confidential information memorandum and other marketing materials to be used in connection with the syndication, (iv) host, with the Lender and Affiliates of the Lender, one or more meetings of prospective lenders and (v) amend this Agreement as necessary to include customary provisions to accommodate an agented, multi-lender facility.
(b) Subject to Section 6.7(c), the Lender, in consultation with UPC and the Company, shall manage all aspects of any syndication, including decisions as to the selection of potential lenders to be approached and when they will be approached, when their participations will be accepted, which potential lenders will participate, and the Accreted Value of the Notes to be transferred to each such Person. Subject to Section 6.7(c), in order to assist the Lender in any syndication efforts UPC and the Company shall promptly prepare and provide to the Lender or such Affiliate all information with respect to UPC and its Subsidiaries and the other transactions contemplated hereby and thereby, including all financial information and projections, as the Lender or such Affiliate may reasonably request in connecti...
Syndication Efforts. The Borrower and its Subsidiaries will use their best efforts to cooperate with the Arranger who has syndicated the credit facilities pursuant to this Agreement, including, but not limited to, participation of the Borrower's management in meetings and telephonic conferences with participants as the Arranger shall reasonably request. In addition, the Borrower and its Subsidiaries will use their best efforts to cooperate with the Arranger in future syndication efforts with respect to the possible extension of the Total Revolving Credit Commitment as described in Section 2.8.
Syndication Efforts. (a) The Company hereby agrees to cooperate with the Administrative Agent and Nortel in connection with two completed syndication efforts, one aimed at achieving [***] of the Commitments and Notes and one aimed at achieving a Non-Recourse Assignment of the Commitments and Notes (each a "Syndication"), at such times as the Administrative Agent (upon the request of, consultation with, and the consent of, Nortel) may elect. In connection therewith, the Company shall provide the Administrative Agent and its legal counsel and consultants with such information and access to their respective officers, directors, employees, accountants, and legal counsel as may be reasonably requested for the purpose of performing due diligence and preparing an information memorandum or like presentation package (the "Memorandum") for distribution to financial institutions and other Persons who may be interested in participating in the Commitments and Notes (together with the Purchaser, the "Syndicate"). The information requested may include, but may not be limited to, general industry information and information concerning the Company generally, along with historic and projected financial information of each.
(b) The Company agrees to make reasonable changes in this Agreement and the other Note Documents as needed to complete the Syndications, which changes would not be [*] Certain material (indicated by an asterisk) has been omitted from this document pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission. Nortel Note Purchase Agreement 32 adverse in any material respect to the Company and would not modify the rate or payment terms, stated maturity or Initial Repurchase Date of the Notes.
(c) Prior to delivery of the Memorandum to any potential Syndicate member, one or more knowledgeable Senior Officers of the Company shall review the Memorandum and will provide a certificate to the Administrative Agent and Nortel stating that, to the best of each such Senior Officer's knowledge, the information included in the Memorandum is correct in all material respects and does not contain any untrue statement of a material fact or omit to state any fact necessary to make such information not materially misleading. The Company shall be required to update the Memorandum while any Syndication is ongoing and provide a new certificate with respect to such Memorandum as reasonably requested by the Administrative...
Syndication Efforts. (a) The Company acknowledges that the Purchasers may transfer (such transfers, collectively, the "SYNDICATION") all or part of the Notes issued to the Purchasers on the Issuance Date to one or more other Holders. Holdings, Intermediate Holdings and the Company shall, and shall cause the Guarantors to, actively assist Rail America Funding, Inc. in completing the syndication in a manner satisfactory to it. Without limiting the foregoing, upon the request of Rail America Funding, Inc., Holdings, Intermediate Holdings and the Company shall, and shall cause the Guarantors to (i) use commercially reasonable efforts to ensure that the syndication efforts benefit materially from the Purchasers existing lending and other financing relationships, (ii) provide direct contact between senior management and advisors of Holdings, Intermediate Holdings, the Company, and the Guarantors and the proposed Holders, (iii) assist in the preparation of a confidential information memorandum and other marketing materials to be used in connection with the syndication and (iv) host, with Rail America Funding, Inc. or on one or more of their respective Affiliates, of one or more meetings of prospective Holders.
(b) DLJSC or one of its Affiliates shall manage all aspects of any syndication, in consultation with the Company including decisions as to the selection of potential Holders to be approached and when they will be approached, when their commitments will be accepted, which potential Holders will participate, and the principal amount of the Notes to be transferred to each such Holder. In order to assist DLJSC or such Affiliate in any syndication efforts, Holdings, Intermediate Holdings and the Company shall, and shall cause each of the Guarantors to, promptly prepare and provide to DLJSC, the Purchasers or such Affiliate all information with respect to Holdings, Intermediate Holdings, the Company, the Transaction, the Permanent Financing and the other transactions contemplated hereby and thereby, including all financial information and projections, as DLJSC, Rail America Funding, Inc., or such Affiliate may reasonably request in connection with such syndication.
Syndication Efforts. Borrower shall, and shall cause each of its Subsidiaries to, comply with the obligations in respect of syndication of the Loans hereunder as set forth in the Separate Letter Agreements.
Syndication Efforts. The Company agrees to use its good faith efforts to enable the Agent's syndication efforts to benefit materially from the Company's banking and institutional relationships. The Company further agrees to coordinate the syndication effort with any other syndicated bank financings by it or any of its affiliates and to refrain from any such syndicated bank financings during such syndication process unless otherwise agreed to by the Agent.
Syndication Efforts. Each of the Issuer and Holdings will provide, in a timely manner, full and prompt assistance to each Purchaser and the Administrative Agent as such Purchaser or the Administrative Agent may reasonably request from time to time in connection with the Administrative Agent's or such Purchaser's efforts to assign its Commitments and/or Notes or sell any participation interest therein. Such assistance shall include, if and to the extent reasonably requested, without limitation, making senior officers and other representatives of the Issuer and Holdings and their respective Affiliates available for meetings with prospective Purchasers and participants and providing, in a timely manner, such assistance as may be reasonably requested by such Purchaser, the Administrative Agent and/or their advisors, including, without limitation, providing information to and responding to inquiries from such prospective Purchasers and participants with respect to the businesses, operations, business plan, financial condition and results of operations of Holdings and its Subsidiaries (including, without limitation, the Issuer).
Syndication Efforts. Each Borrower will make itself reasonably available to assist Agent in syndicating the Commitments and the Loans. Without limiting the generality of the foregoing, each Borrower will, at the request of Agent, assist Agent and otherwise cooperate with Agent in the preparation of an information memorandum (which assistance may include reviewing and commenting on drafts of such information memorandum and drafting portions thereof) to facilitate the preparation and printing of such information memorandum and shall make its chief financial officer and the appropriate personnel having knowledge of either Project and the financing thereof available to attend a bank group meeting among prospective banks.
Syndication Efforts. Without in any way limiting the generality of Section 7.12 hereof, at the request of the Agent at any time and from time to time, and at Borrower 's expense, cooperate with the Agent in the Agent's efforts, if any, to syndicate the credit facilities provided under this Agreement. Such cooperation might include making management of Borrower available (upon reasonable notice and during normal business hours) to participate in bank meetings, answer questions, provide reasonable additional financial and other information, and to otherwise be actively involved in the Agent's syndication efforts.
Syndication Efforts. The Borrowers shall continue to assist in ------------------- the preparation and review of appropriate information memoranda for use in connection with the syndication of the credit facilities hereunder, will take all such action as the Administrative Agent, BARS, BSI, their respective affiliates and the Lenders shall reasonably request to assist with the presentation of such information, including the attendance of senior executive and operating management personnel at meetings with groups of prospective Lenders on reasonable prior notice, and will otherwise take reasonable actions requested by the foregoing parties to cooperate with and facilitate such syndication.
