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RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
Entire Document
(in accordance with and subject to the restrictions contained in Section 9.04),
all its interests, rights and obligations under this Agreement and the other
Loan Documents to an assignee that shall assume such obligations (which assignee
may be another Lender, if a Lender accepts such assignment); provided that (i)
the Borrower shall have received the prior written consent of the Administrative
Agent (and, if a Revolving Commitment is being assigned, the Issuing Bank),
which consent shall not unreasonably be withheld, and (ii) such Lender shall
have received payment of an amount equal to the outstanding principal of its
Loans and participations in LC Disbursements, accrued interest thereon, accrued
fees and all other amounts payable to it hereunder, from the assignee (to the
extent of such outstanding principal and accrued interest and fees) or the
Borrower (in the case of all other amounts) and (iii) such assignee consents to
the proposed waiver, amendment or modification at the time of such assignment
and delegation.

          (d) Neither any Loan Document nor any provision thereof may be waived,
amended or modified except pursuant to an agreement or agreements in writing
entered into by the Borrower and the Administrative Agent with the consent of
the number or percentage of Lenders set forth therein.

          (e) Collateral shall be released from the Lien of the Collateral
Documents from time to time (i) with the consent of the Required Lenders (or all
of the Lenders in the case of a release of all or substantially all of the
Collateral from the Liens of the Collateral Documents) or (ii) provided that no
Default has occurred and is continuing or would occur immediately after giving
effect thereto, as necessary to effect any sale, exchange, pledge or other
disposition or distribution of assets permitted by the Loan Documents, and the
Administrative Agent shall execute and deliver all release documents reasonably
requested to evidence such release.

          SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The Borrower
shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents and
their respective Affiliates, including the reasonable fees, charges and
disbursements of counsel for the Agents, in connection with the syndication of
the credit facilities provided for herein, the preparation and administration of
the Loan Documents or any amendments, modifications or waivers of the provisions
thereof (provided that, if the Acquisition is not consummated, the out-of-pocket
expenses payable by the Borrower pursuant to this clause (i), unless the
Borrower and the Agents have otherwise agreed, shall be limited to the
reasonable fees, charges and disbursements of counsel for the Agents), (ii) all
reasonable out-of-pocket expenses incurred by the Issuing Bank in connection
with the issuance, amendment, renewal or extension of any Letter of Credit or
any demand for payment thereunder and (iii) all out-of-pocket expenses incurred
by any Agent, the Issuing Bank or any Lender, including the fees, charges and
disbursements of