Terms Defined in Loan Agreement All capitalized terms used in this Amendment (including in the recitals hereof) and not otherwise defined herein shall have the meanings assigned to them in the Loan Agreement.
Replacement of Lender If (a) any Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of any Lender, (b) any Lender’s obligation to make or continue, or to convert Alternate Base Rate Advances into, Term SOFR Advances or to make Eurocurrency Advances shall be suspended pursuant to Section 3.3, (c) any Lender is a Defaulting Lender or (d) any Lender is a Non-Consenting Lender (any Lender so affected, an “Affected Lender”), the Borrower Representative may elect, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender is still effective, to replace such Affected Lender as a Lender party to this Agreement, provided that no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is an Eligible Assignee shall agree, as of such date, to purchase for cash the Advances at par and other Obligations due to the Affected Lender pursuant to an assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 applicable to assignments, and (ii) the Borrowers and/or the assignee shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.
Collateral Protection Expenses Preservation of Collateral (a) If an Event of Default shall have occurred and be continuing, the Agent may discharge taxes and other encumbrances at any time levied or placed on any of the Collateral, make repairs thereto and pay any necessary filing fees. Each Grantor agrees to reimburse the Agent on demand for any and all expenditures so made. The Agent shall have no obligation to any Grantor to make any such expenditures, nor shall the making thereof relieve any Grantor of any default. (b) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each contract or agreement comprised in the Collateral to be observed or performed by such Grantor thereunder. The Agent shall not have any obligation or liability under any such contract or agreement by reason of or arising out of this Agreement or the receipt by the Agent of any payment relating to any of the Collateral, nor shall the Agent be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any such contract or agreement, to make inquiry as to the nature or sufficiency of any payment received by the Agent in respect of the Collateral or as to the sufficiency of any performance by any party under any such contract or agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to the Agent or to which the Agent may be entitled at any time or times. The Agent’s sole duty with respect to the custody, safe keeping and physical preservation of the Collateral in its possession, under Sections 9-207 and 9-208 of the UCC or otherwise, shall be to deal with such Collateral in the same manner as the Agent deals with similar property for its own account. (c) Each Grantor shall, to the extent reasonably necessary to preserve and maintain the Intellectual Property Collateral and the interest of the Agent therein, diligently pursue legal or other action to enforce the Intellectual Property Collateral and any licenses thereof.
Buyer Preamble Buyer Affiliated Group - Section 6.1(a)(i) Buyer Group - Preamble Buyer Indemnified Parties - Section 7.1(a) Claim - Section 7.3(a) Closing - Section 2.1 Closing Date - Section 2.1 Cohl - Preamble Cohl Relationship Goodwill - Section 6.1(b)(i) Cohl Services Agreement - Section 1.2 Companies - Preamble Content 2005 - Preamble Content 2006 - Preamble Contesting Party - Section 2.3(b) CPI Companies - Recital 3 CPI Intellectual Property - Section 3.1(i) CPI Permits - Section 3.1(f)(iii) Damages - Section 7.1(a) Debt - Section 3.1(d)(ii) Disclosed Liabilities - Section 3.1(d)(i) Dispute - Section 8.11 Disputing Parties - Section 8.11 Dividend Disputing Parties - Section 2.3(c) Entertainment Agreements - Section 3.1(b)(iii) Entertainment Events - Section 3.1(b)(iii) Entertainment Investments - Section 3.1(b)(iii) Equity Interests - Section 3.1(b)(iv) Existing Live Nation Equity Interests - Recitals Grand - Preamble Grand ROW - Preamble Grand Seller - Premable Indemnified Party - Section 7.3(a) Indemnifying Party - Section 7.3(a) KSC - Section 1.2 LN SEC Documents - Section 3.2(f) Lockup Agreement - Section 3.3(e) Majority Sellers - Preamble Material Contracts - Section 3.1(f)(i) Minor Contracts - Section 3.1(f)(i) Minority Seller Shares - Section 2.2(a) Minority Sellers - Preamble Non-Compete Covenant - Section 6.1(b) Non-Contesting Party - Section 2.3(b) Notice of Disagreement - Section 2.3(c) Parties - Preamble Permitted Dividends Statement - Section 2.3(b) Purchased Interests - Section 1.1 Real Estate - Section 3.1(f)(ii) Real Estate Leases - Section 3.1(f)(ii)
Reference to Loan Agreement Each of the Loan Agreement and the Other Agreements, and any and all other agreements, documents or instruments now or hereafter executed and delivered pursuant to the terms hereof or pursuant to the terms of the Loan Agreement, as amended hereby, are hereby amended so that any reference in the Loan Agreement and such Other Agreements to the Loan Agreement shall mean a reference to the Loan Agreement as amended hereby.