This Amendment shall be construed in accordance with and ruled by the regulation of the State of New York, and the other provisions of Sections 9.10 and 9.11 of the Credit Agreement are incorporated herein and apply to this Amendment mutatis mutandis (except that any references to “Agreement” shall mean this Amendment). The execution, delivery and effectiveness of this Amendment won’t, besides as expressly provided herein, function as a waiver of any right, energy or treatment of any Lender or the Administrative Agent beneath any of the Credit Documents, nor constitute a waiver of any provision of any of the Credit Documents or serve to effect a novation of the Obligations. On and after the Amendment No. 6 Effective Date, this Amendment will for all functions represent a Credit Document. Reference is hereby made to the Credit Agreement, dated as of December 5, 2012, as amended by Amendment No. 1, dated as of April 22, 2014, Amendment No. 2, dated as of June sixteen, 2015, Amendment No. 3, dated as of June 29, 2018, Amendment No. four, dated as of August sixteen, 2018 and Amendment No. 5, dated as of August 31, 2021 (as so amended, the “Credit Agreement”), amongst Sirius XM Radio Inc., a Delaware corporation (the “Borrower”), the Lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent (in such capability, the “Administrative Agent”), and certain other parties. Terms outlined within the Credit Agreement shall have their defined meanings when used herein. Get one of the best worth on product protection together with quick repairs or replacements.
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The Lenders hereby authorize the Administrative Agent, as relevant, to execute and deliver any devices, documents, and agreements essential or desirable to proof and ensure the discharge of any Subsidiary Guarantor or Collateral pursuant to the foregoing provisions of this paragraph and paragraph , all with out the further consent or joinder of any Lender. Any representation, guarantee or covenant contained in any Credit Document referring to any such Collateral or Subsidiary Guarantor shall not be deemed to be repeated. The provisions of Sections 2.12, 2.13, 2.14 and 9.04 and Article VIII shall survive and stay in full force and effect whatever the consummation of the transactions contemplated hereby, the compensation of the Loans, the expiration or termination of the Revolving Commitments, any assignment of rights by or alternative of a Lender or the termination of this Agreement or any provision hereof. Subject to the appointment and acceptance of a successor Administrative Agent as supplied on this paragraph, the Administrative Agent could resign at any time by notifying the Lenders and the Borrower. In addition, if the Administrative Agent becomes a Defaulting Lender underneath clause of the definition of “Defaulting Lender,” then such Administrative Agent may be removed because the Administrative Agent at the reasonable request of the Borrower and the Required Lenders. Upon any such resignation or elimination, the Required Lenders shall have the right, in session with the Borrower and topic to the approval of the Borrower (which approval shall not be unreasonably withheld and shall not be required if an Event of Default under clause , , or shall have occurred and be continuing), to nominate a successor.
The Revolving Commitment and Outstanding Revolving Credit of such Defaulting Lender shall not be included in determining whether or not the Required Lenders or Required Revolving Lenders have taken or could take any motion hereunder (including any consent to any modification, waiver or other modification pursuant to Section 9.02 or Section 9.03); provided that this Section 2.18 shall not apply to the vote of a Defaulting Lender within the case of an amendment, waiver or different modification effecting an increase or extension of such Defaulting Lender’s Revolving Commitment or the discount or excuse of principal amount of, or interest or fees payable on, such Defaulting Lender’s Loans or the postponement of the scheduled date of cost of such principal quantity, interest or charges to such Defaulting Lender. Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit , the Borrower shall hand deliver or telecopy to the Issuing Bank and the Administrative Agent a discover requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension , the date on which such Letter of Credit is to run out (which shall adjust to paragraph of this Section), the forex and quantity of such Letter of Credit, the name and handle of the beneficiary thereof and such other data as shall be reasonably essential to prepare, amend, renew or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower additionally shall submit a letter of credit software on such Issuing Bank’s commonplace kind in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or prolonged by the relevant Issuing Lender provided that, after giving impact to such issuance, modification, renewal or extension the LC Exposure shall not exceed the Dollar Equivalent of $75,000,000 in the combination, the LC Exposure of the applicable Issuing Bank shall not exceed such Issuing Bank’s LC Commitment and the quantity of the total Outstanding Revolving Credits shall not exceed the Total Revolving Commitments. In reference to any motion being taken in reference to a Limited Condition Transaction, for functions of determining compliance with any provision of this Agreement that requires that no Default or Event of Default, as relevant, has occurred, is constant or would end result from any such action, as relevant, such situation shall, at the possibility of the Borrower, be deemed satisfied, as long as no Default or Event of Default, as applicable, exists on the date on which the definitive acquisition agreements for such Limited Condition Transaction are entered.
Prior to Amendment No. 6, the Credit Agreement consisted of a $1.75 billion senior secured revolving credit score facility, from which Sirius XM might borrow and reborrow once in a while, utilizing the borrowings for working capital and different basic company purchases, together with share repurchases, dividends and the financing of acquisitions. Amendment No. 6 offers for sure adjustments to the Credit Agreement, including the addition of a $500 million incremental term loan (which was drawn as of the efficient date of Amendment No. 6) and the introduction of mechanics to utilize Term SOFR as a benchmark for the time period mortgage borrowing. The obligations under the Credit Agreement remain assured by Sirius XM’s materials domestic subsidiaries, and are secured by a lien on considerably all of our belongings and the assets of Sirius XM’s materials home subsidiaries, subject to certain exceptions. For the purposes of this Section, “Information” means all information obtained from the Borrower or its Affiliates relating to the Borrower, its subsidiaries or their businesses, aside from any such data that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower or its Affiliates. Any Person required to take care of the confidentiality of Information as supplied in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same diploma of care to keep up the confidentiality of such Information as such Person would reasonably accord to its personal confidential info.
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Each Loan Party shall have provided the documentation and different information that shall have been requested by the Lenders in writing at least 10 days previous to the Closing Date and that any Lender reasonably decided is required by U.S. regulatory authorities beneath relevant “know your customer” and anti-money-laundering rules and laws, together with without limitation, the USA PATRIOT Act. Schedule 12 of the Perfection Certificate units forth, as of the Closing Date, every FCC License of the Borrower or any Restricted Subsidiary. The enterprise of the Borrower and its Subsidiaries is being carried out in compliance with applicable necessities beneath the Federal Communications Act of 1934, as amended, and the rules issued thereunder, and all relevant rules and regulations of the FCC (collectively, the “Communications Laws”), besides as wouldn’t moderately be anticipated to have, individually or in the combination, a Material Adverse Effect.
