Assignments and Participations. (a) With (i) the prior written consent of Borrower, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A) if a Default or an Event of Default has occurred and is continuing, or (B) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof), and (ii) the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Lender may assign and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000); provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (I) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee, (II) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b), and (III) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,000.
Appears in 4 contracts
Samples: Loan and Security Agreement (Horizon Technology Finance Corp), Loan and Security Agreement (Horizon Technology Finance Corp), Loan and Security Agreement (Horizon Technology Finance Corp)
Assignments and Participations. (a) With (i) the prior written consent of Administrative Borrower, which consent of Administrative Borrower shall not be unreasonably withheld, delayed delayed, or conditioned, conditioned and shall not be required (A1) if a Default or an Event of Default has occurred and is continuing, continuing or (B2) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (Lender; provided that Administrative Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) 5 Business Days after having received notice thereof), and (ii) with the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Lender may assign and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that neither Borrower nor any no Loan Party or Affiliate of Borrower a Loan Party shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 and integral multiples of $1,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom which is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000); provided, however, that Borrower (A) no Term Loan Lender shall make any such assignment if such assignment would result in more than four (4) Term Loan Lenders existing at any one time under this Agreement, unless prior to or in connection with such assignment, one or more of the Revolving Lenders shall have exercised their Term Loan purchase rights under Section 2.15 and (B) Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ii) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Administrative Borrower and Agent by such Lender and the Assignee, (IIii) such Lender and its Assignee have delivered to Administrative Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b13.1(b), and (IIIiii) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,0003,500.
Appears in 4 contracts
Samples: Credit Agreement (BOISE CASCADE Co), Credit Agreement (BOISE CASCADE Co), Credit Agreement (BOISE CASCADE Co)
Assignments and Participations. (a) With (i) The Lenders will be permitted to assign loans and commitments under the prior written CPLV Mezz Facility with the consent of Borrowerthe Borrower (not to be unreasonably withheld or delayed, but which consent under the CPLV Mezz Facility shall be deemed granted if the Borrower fails to respond to a request for consent by a Lender within ten business days of such request being made); provided, that such consent of the Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (Ai) if a Default such assignment is made, in the case of the CPLV Mezz Facility, to another Lender under the CPLV Mezz Facility or an Event of Default has occurred and is continuing, affiliate or (B) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) approved fund of a Lender under the Term Facility or (provided that Borrower ii) after the occurrence and during the continuance of an event of default relating to payment default or bankruptcy. All assignments will also require the consent of the Agent (subject to exceptions consistent with the Documentation Precedent) not to be unreasonably withheld or delayed. Each assignment, in the case of the CPLV Mezz Facility, will be in an amount of an integral multiple of $1,000,000. The Agent will receive a processing and recordation fee of $3,500, payable by the assignor and/or the assignee, with each assignment. Assignments will be by novation. The Lenders will be permitted to sell participations in loans subject to the restrictions set forth herein and consistent with the Documentation Precedent. Voting rights of participants shall (i) be deemed limited to have consented matters in respect of (a) increases in commitments of such participant, (b) reductions of principal, interest or fees payable to a proposed assignment unless it objects thereto by written notice to Agent within five such participant, (5c) Business Days after having received notice thereof)extensions of final maturity or scheduled amortization of the loans or commitments in which such participant participates and (d) releases of all or substantially all of the value of the Guarantees, or all or substantially all of the Collateral and (ii) for clarification purposes, not include the right to vote on waivers of defaults or events of default. Notwithstanding the foregoing, assignments (and, to the extent such list is made available to all Lenders, participations) shall not be permitted to ineligible institutions identified to the Agent on or prior written to the Closing Date and, with the consent of the Agent, which consent of thereafter; provided that the Agent shall not be unreasonably withheld, delayed held liable or conditioned, and responsible for any monitoring or enforcing of the foregoing. Assignments shall not be deemed non-pro rata payments. Non-pro rata prepayments will be permitted to the extent required in connection to permit “extension” transactions and “replacement” facility transactions (with an assignment existing and/or new Lenders), subject to a Person that is a Lender or an Affiliate customary restrictions consistent with the Documentation Precedent. Assignments to the Sponsors and their respective affiliates (other than individualsthe Borrower and its subsidiaries) of a Lender, any Lender may assign and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (each, an “AssigneeAffiliated Lender”; provided, however, that neither Borrower nor any Affiliate of Borrower ) shall be permitted subject to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000); provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection customary restrictions consistent with the interest so assigned to an Assignee until (I) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee, (II) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b), and (III) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,000Documentation Precedent.
Appears in 4 contracts
Samples: Agreement (CAESARS ENTERTAINMENT Corp), Agreement (Caesars Entertainment Operating Company, Inc.), Agreement (Caesars Entertainment Operating Company, Inc.)
Assignments and Participations. (a) With (i) the prior written consent of Borrower, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A) if a Default or an Event of Default has occurred and is continuing, or (B) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof), and (ii) the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Each Lender may assign all or a portion of its interests, rights and delegate obligations under this Agreement (including all or a portion of its Commitment (if still in existence) and the Advances at the time owing to it and the Note or Notes held by it) to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to than (x) an assignment the Borrower, any 144 Subsidiary or delegation by any Lender to any other Lender or an Affiliate of any Lender or their respective Affiliates and (y) a group of new Lenders, each of whom is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000natural Person); provided, however, that (i) (x) the Administrative Agent (and, regardless of the identity of the assignee, each Issuing Bank) must consent to such assignment in writing (which consent may not be unreasonably withheld or delayed), except in the case of an assignment by a Lender to an Affiliate of such Lender, to another Lender or to a Related Fund of a Lender, and (y) the Borrower must consent to such assignment in writing (which may not be unreasonably withheld or delayed) at any time when no Default or Event of Default is continuing hereunder, except in the case of an assignment by a Lender to an Affiliate of such Lender, to another Lender or to a Related Fund of a Lender, (ii) each such assignment shall be of a uniform, and Agent not a varying, percentage of all rights and obligations under and in respect of the Revolving Credit Facility or the Last Out Term Facility, (iii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or a Related Fund of any Lender or an assignment which will result in a group of Lenders which are managed by the same Person holding a Commitment or an Advance (as the case may continue be) of not less than $1,000,000 or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to deal solely each such assignment (determined as of the date of the Assignment and directly Acceptance with respect to such Lender assignment) shall in no event be less than $1,000,000 (or integral multiples of $200,000 in excess thereof), (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and, other than in the case of an assignment to an Affiliate of such Lender, a processing and recordation fee of $3,500, provided that only one such fee shall be payable in connection with the interest so assigned simultaneous assignments by or to an Assignee until (I) written notice of such assignment, together with payment instructions, addressestwo or more Related Funds, and related information with respect to (iv) for the Assignee, have been given to Borrower and Agent by such Lender and the Assigneeavoidance of doubt, (IIA) such Lender any assignment of Advances that are Last Out Term Advances shall continue to be Last Out Term Advances and its Assignee have delivered to Borrower and Agent an (B) the related Assignment and Acceptance and Agent has notified shall expressly provide that the assigning Lender of its receipt thereof in accordance with Section 14.1(b), and (III) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,000Advances so assigned are Last Out Term Advances.
Appears in 3 contracts
Samples: Convertible Notes Commitment Agreement (Accuride Corp), Restructuring Support Agreement (Accuride Corp), Restructuring Support Agreement (Accuride Corp)
Assignments and Participations. (a) With (i) the prior written consent of Borrower, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A) if a Default or an Event of Default has occurred and is continuing, or (B) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof), and (ii) the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Each Lender may assign and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) Assignees all or any a portion of the Obligations, the Commitments and the other its rights and obligations of such Lender hereunder and under the other Loan DocumentsDocuments (including, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenderswithout limitation, each of whom is an Affiliate of each other all or a fund portion of its Commitment, the Advances owing to it and the Note or account managed Notes (if any) held by any such new Lender or an Affiliate of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000it); provided, however, that Borrower and Agent may continue to deal solely and directly with (i) each such Lender in connection with the interest so assigned to an Assignee until (I) written notice assignment shall be of such assignment, together with payment instructions, addressesa constant, and related information not a varying, percentage of all of the assigning Lender's rights and obligations under the Loan Documents, (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Lender Assignment with respect to such assignment) shall in no event be less than the Assignee, have been given to Borrower lesser of the amount of such Lender's then remaining Commitment and Agent by such $5,000,000 or any whole multiple of $1,000,000 in excess thereof (except in the case of assignments between Lenders at the time already parties hereto and between a Lender and the Assigneean Affiliate of such Lender), (IIiii) the Agent, the LC Issuing Bank and, so long as no Event of Default shall have occurred and be continuing, the Borrower, shall have consented to such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof assignment (in accordance with Section 14.1(beach case, which may not be unreasonably withheld or delayed), and (IIIiv) unless waived by the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, a Lender Assignment, together with any Note or Notes (if any) subject to such assignment and a processing and recordation fee of $3,500. Promptly following its receipt of such Lender Assignment, Note or Notes (if any) and fee, the Agent shall accept and record such Lender Assignment in the Register. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Lender Assignment, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Lender Assignment, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Lender Assignment, relinquish its rights and be released from its obligations under this Agreement (and, in the case of a Lender Assignment covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Notwithstanding anything to the contrary contained in this Agreement, any Lender may at any time, with notice to the Borrower, the Agent and the LC Issuing Bank, assign all or any portion of the Advances owing to it to any other Lender or any Affiliate of a Lender. No such assignment, other than to an Eligible Assignee, a Lender or an Affiliate of a Lender, shall release the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,000from its obligations hereunder.
Appears in 3 contracts
Samples: Credit Agreement (Wisconsin Power & Light Co), Credit Agreement (Interstate Power & Light Co), Credit Agreement (Alliant Energy Corp)
Assignments and Participations. (a) With Any Lender may, with the written consent of Agent and Borrower (provided that (i) no written consent of Agent or Borrower shall be required in connection with any assignment and delegation by a Lender to an Eligible Transferee, (ii) no written consent of Borrower shall be required in connection with any assignment or delegation if an Event of Default shall have occurred and be continuing, and (iii) no assignment and delegation shall be made, without the prior written consent of Borrower, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A) if a Default or an Event of Default has occurred and is continuing, or (B) in connection with an assignment to a any Person that is a Lender organized in or an Affiliate (under the laws of any jurisdiction other than individualsthe United States or any state or other political subdivision thereof or is otherwise not a United States person as defined in the IRC (a "Foreign Person") of a Lender (provided that if payments to such Person would require Borrower shall be deemed to have consented pay any Taxes or any additional amounts pursuant to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereofSection 16.11(e)), and (ii) the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Lender may assign and delegate to one or more assignees so long as in (each case such prospective assignee is an Eligible Transferee (each"Assignee") all, an “Assignee”; provided, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) all or any portion ratable part of all, of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000); provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ii) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee, (IIii) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance in form and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b)substance satisfactory to Agent, and (IIIiii) unless waived by the Agent, the assigning assignor Lender or Assignee has paid to Agent for Agent’s 's separate account a processing fee in the amount of $5,000. Anything contained herein to the contrary notwithstanding, the consent of Agent shall not be required (and payment of any fees shall not be required) if such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of such Lender.
Appears in 3 contracts
Samples: Loan and Security Agreement (Acme Communications Inc), Loan and Security Agreement (Acme Communications Inc), Loan and Security Agreement (Acme Television LLC)
Assignments and Participations. (a) With Each Lender may and, if demanded by the Borrowers (ifollowing a demand by such Lender pursuant to Section 2.11 or 2.14) the prior written consent of Borrower, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A) if a Default or an Event of Default has occurred and is continuing, or (B) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written upon at least 5 Business Days' notice to Agent within five (5) Business Days after having received notice thereof), such Lender and (ii) the prior written consent of Administrative Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Lender may will assign and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) banks or other financial institutions all or any a portion of the Obligations, the Commitments and the other its rights and obligations of such Lender hereunder and under the other Loan Documentsthis Agreement (including, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenderswithout limitation, each of whom is an Affiliate of each other all or a fund portion of its Commitment, the Revolving Credit Advances owing to it and the Note or account managed Notes held by any such new Lender or an Affiliate of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000it); provided, however, that Borrower (i) each such assignment shall be of a constant, and Agent may continue not a varying, percentage of all rights and obligations under this Agreement (other than any right to deal solely make Competitive Bid Advances and directly with such Lender Competitive Bid Advances owing to it), (ii) except in connection with the interest so assigned case of an assignment to an Assignee until (I) written notice of a bank or other financial institution that, immediately prior to such assignment, together with payment instructionswas a Lender or an assignment of all of a Lender's rights and obligations under this Agreement, addresses, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and related information Acceptance with respect to the Assigneesuch assignment) shall in no event be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, have been given (iii) each such assignment shall be to Borrower and Agent by such Lender and the an Eligible Assignee, (IIiv) each such assignment made as a result of a demand by the Borrowers pursuant to this Section 9.07(a) shall be arranged by the Borrowers after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrowers pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either a Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts accrued or payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its Assignee acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have delivered been assigned to Borrower it pursuant to such Assignment and Agent Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and Agent has notified the assigning obligations under this Agreement, such Lender of its receipt thereof in accordance with Section 14.1(bshall cease to be a party hereto), and (III) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,000.
Appears in 3 contracts
Samples: Day Credit Agreement (Sprint Corp), Day Credit Agreement (Sprint Corp), Day Credit Agreement (Sprint Corp)
Assignments and Participations. (a) With (iEach Lender may and, if demanded by the Borrower pursuant to Section 2.22(b) the prior written consent of Borrower, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A) if a Default or an Event of Default has occurred and is continuing, or (B) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written upon at least five Business Days’ notice to Agent within five (5) Business Days after having received notice thereof), such Lender and (ii) the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Lender may will assign and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) Persons all or any a portion of the Obligations, the Commitments and the other its rights and obligations of such Lender hereunder and under the other Loan Documentsthis Agreement (including, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenderswithout limitation, each of whom is an Affiliate of each other all or a fund portion of its Commitment, the Advances owing to it, its interest in any outstanding Letters of Credit and Swing Line Advances and the Note or account managed Notes held by any such new Lender or an Affiliate of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000it); provided, however, that Borrower (i) each such assignment shall be of a constant, and Agent may continue not a varying, percentage of all rights and obligations under this Agreement, (ii) except in the case of an assignment to deal solely and directly with such Lender in connection with the interest so assigned a Person that, immediately prior to an Assignee until (I) written notice of such assignment, together with payment instructionswas a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, addresses, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and related information Assumption with respect to such assignment) shall in no event be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof unless the Assignee, have been given to Borrower and the Agent by otherwise agree, (iii) each such Lender and the assignment shall be to an Eligible Assignee, (IIiv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) the Swing Line Commitment and all outstanding Swing Line Advances may only be assigned in their entirety to a Lender then having a Commitment, and (vii) the parties to each such assignment shall execute and deliver to the Agent, for its Assignee have delivered to Borrower acceptance and Agent recording in the Register, an Assignment and Acceptance Assumption, together with any Revolving Credit Note or Swing Line Note subject to such assignment and Agent has notified a processing and recordation fee of $3,500 payable by the assigning parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by the Borrower, such recordation fee shall be payable by the Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of the Borrower to an Eligible Assignee that is an existing Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have the rights and obligations of a Lender of its receipt thereof in accordance with Section 14.1(b), hereunder and (IIIy) unless waived the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights (other than its rights under Sections 2.12, 2.15 and 8.04 to the Agentextent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement (and, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount case of $5,000an Assignment and Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 3 contracts
Samples: Credit Agreement (Ugi Utilities Inc), Credit Agreement, Credit Agreement (Ugi Utilities Inc)
Assignments and Participations. (a) With (i) Each Lender may, with the prior written consent of the Borrower, each LC Issuer and the Administrative Agent (which consent of Borrower consents shall not be unreasonably withheldwithheld or delayed), delayed and if demanded by the Borrower pursuant to Section 8.07(g) shall to the extent required by such Section, assign to one or conditionedmore banks or other entities (other than an Ineligible Institution) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment, the Advances owing to it and its participation in Facility LCs); provided that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under this Agreement, (ii) the Commitment Amount of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption with respect to such assignment) shall in no event be less than $5,000,000 or, if less, the entire amount of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 or such Lender’s entire Commitment, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with a processing and recordation fee of $3,500 (which shall be payable by one or more of the parties to the Assignment and Assumption, and not by the Borrower (except in the case of a demand under Section 8.07(g)), and shall not be payable if the assignee is a Federal Reserve Bank), (v) the consent of the Borrower shall not be required (A) if a Default or an after the occurrence and during the continuance of any Event of Default has occurred Default, and is continuing, or (Bvi) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (provided that the Borrower shall be deemed to have consented to a proposed any such assignment unless it objects shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have the rights and obligations of a Lender hereunder and (iiy) the prior written Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations under this Agreement and, in the case of an Assignment and Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto (although an assigning Lender shall continue to be entitled to indemnification pursuant to Section 8.04(c)). Notwithstanding anything contained in this Section 8.07(a) to the contrary, (A) the consent of Agent, which consent of the Borrower and the Administrative Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an respect to any assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Lender may assign and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate of such new Lender or to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000); provided, however, that Borrower and Agent may continue to deal solely and directly with such another Lender in connection with the interest so assigned or to an Assignee until (I) written notice of such assignment, together with payment instructions, addressesApproved Fund, and related information with respect (B) any Lender may at any time, without the consent of the Borrower, any LC Issuer or the Administrative Agent, and without any requirement to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee, (II) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender Assumption executed, assign all or any part of its receipt thereof in accordance with rights under this Agreement to a Federal Reserve Bank, provided that no such assignment shall release the transferor Lender from any of its obligations hereunder. For the purposes of this Section 14.1(b8.07(a), the terms “Approved Fund” and (III) unless waived by “Ineligible Institution” have the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,000.following meanings:
Appears in 3 contracts
Samples: Credit Agreement (Baltimore Gas & Electric Co), Credit Agreement (Baltimore Gas & Electric Co), Credit Agreement (Baltimore Gas & Electric Co)
Assignments and Participations. (a) With (i) Each Lender may, with the prior written consent of Borrower, which consent of Borrower shall the Agent (not to be unreasonably withheld, delayed withheld or conditioned, and shall not be required (A) if a Default or an Event of Default has occurred and is continuing, or (Bdelayed) in connection with the case of an assignment to a Person that who is not a Lender, an Affiliate of a Lender or an Affiliate (other than individuals) of Approved Fund with respect to a Lender (provided that Borrower and, if demanded, by the Company so long as no Default shall have occurred and be deemed continuing and only with respect to have consented to a proposed assignment unless it objects thereto by written any Affected Lender, upon at least five Business Days’ notice to Agent within five (5) Business Days after having received notice thereof), such Lender and (ii) the prior written consent of Agent, which consent of Agent shall not be unreasonably withheldshall, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Lender may assign and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) Assignees all or any a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of the Obligations, the Commitments Loans of a Class owing to it and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived Note or Notes held by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000it); provided, however, that Borrower (i) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender, or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Loans of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than (x) $1,000,000 or an integral multiple of $1,000,000 in excess thereof or (y) the remaining Commitment of the assigning Lender, in each case, unless the Company and the Agent may continue otherwise agrees, (ii) each such assignment shall be to deal solely an Eligible Assignee, (iii) each such assignment made as a result of a demand by the Company pursuant to this Section 9.08(a) shall be arranged by the Company after consultation with the Agent and directly shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (iv) no Lender shall be obligated to make any such assignment as a result of a demand by the Company pursuant to this Section 9.08(a) unless and until such Lender shall have received one or more payments from either the Company or one or more Eligible Assignees in connection with an aggregate amount at least equal to the interest so assigned aggregate outstanding principal amount of the Loans owing to an Assignee until (I) written notice of such assignmentLender, together with payment instructions, addresses, and related information with respect accrued interest thereon to the Assignee, have been given date of payment of such principal amount and all other amounts payable to Borrower and Agent by such Lender and the Assignee, (II) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b)under this Agreement, and (IIIv) unless waived by the Agent in its sole discretion, the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the assigning Lender or Assignee has paid Register, an Assignment and Acceptance (and the assignee, if it is not a Lender, shall deliver to the Agent for Agent’s separate account an Administrative Questionnaire), together with any Note subject to such assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment; provided, however, that (x) only one such fee shall be payable in connection with simultaneous assignments to or by two or more Approved Funds with respect to a Lender and (y) in the amount case of $5,000.each assignment made as a result of a demand by the Company, such recordation fee shall be payable by the Company except that no such recordation fee shall be payable in the case of an assignment made at the request of the Company to an Eligible Assignee that is an existing Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Sections 2.09, 2.12 and 9.04 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations (other than its obligations under Section
Appears in 3 contracts
Samples: Possession Loan Agreement, Possession Loan Agreement, Possession Loan Agreement
Assignments and Participations. (a) With Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees (other than to any Disqualified Institution) all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to the Term Loans, the Revolving Loans, the Swing Loans and the Letters of Credit); provided, however, that (i) if any such assignment shall be of the prior written consent assigning Lender’s Revolving Credit Outstandings and Revolving Credit Commitments, such assignment shall cover the same percentage of Borrowersuch Lender’s Revolving Credit Outstandings and Revolving Credit Commitments, which consent (ii) the aggregate amount being assigned pursuant to each such assignment (determined as of Borrower the date of the Assignment and Acceptance with respect to such assignment) shall not in no event (if less than the assignor’s entire interest) be unreasonably withheldless than (x) in the case of Revolving Credit Outstandings and Revolving Credit Commitments, delayed $5,000,000 or conditionedan integral multiple of $1,000,000 in excess thereof and (y) in the case of Term Loans, and shall not be required $1,000,000 or an integral multiple of $1,000,000 in excess thereof, except, in either case, (A) if a Default or an Event with the consent of Default has occurred the Borrower and is continuing, the Administrative Agent or (B) in connection with an if such assignment is being made to a Person that is a Lender or an Affiliate (other than individuals) or Approved Fund of a Lender (provided other than any Disqualified Institution), (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender (other than any Disqualified Institution), such assignment shall be subject to the prior consent of the Administrative Agent and the Borrower (which consents shall not be unreasonably withheld or delayed) and (iv) if such Eligible Assignee is not, prior to the date of such assignment, a Revolving Credit Lender or an Affiliate of a Revolving Credit Lender, any such assignment with respect to Revolving Credit Outstandings and Revolving Credit Commitments shall be subject to the prior consent of each Issuer and Swing Lender; provided, however that the Borrower shall be deemed to have consented to a proposed any such assignment unless it objects shall object thereto by written notice to the Administrative Agent within five (5) 5 Business Days after having received notice thereof); provided, and (ii) further, that, notwithstanding any other provision of this Section 11.2, the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and the Borrower shall not be required in connection with an for any assignment to a Person that is a Lender or an Affiliate occurring when any Event of Default under Section 9.1(a), (other than individualsb) of a Lender, any Lender may assign and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (yf) a group (Events of new Lenders, each of whom is an Affiliate of each other Default) shall have occurred and be continuing and (v) no Revolving Credit Commitments or a fund or account managed by any such new Lender or an Affiliate of such new Lender to the extent that the aggregate amount to Revolving Loans may be assigned to all any Affiliated Lender. Any such new Lenders is at least $5,000,000); provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with assignment need not be ratable as among the interest so assigned to an Assignee until (I) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender Term Loan Facility and the Assignee, (II) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b), and (III) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,000Revolving Credit Facility.
Appears in 3 contracts
Samples: Credit Agreement (Amc Entertainment Holdings, Inc.), Credit Agreement (Amc Entertainment Inc), Credit Agreement (Amc Entertainment Holdings, Inc.)
Assignments and Participations. (a) With (i) Each Lender may, upon ten days’ notice to the Agent and with the prior written consent of Borrower, the Company (which consent of Borrower shall not be unreasonably withheldwithheld or delayed) and, delayed if demanded by the Company pursuant to Section 2.05 (b) or conditioned2.06(b), and shall not be required (A) if a Default or an Event of Default has occurred and is continuing, or (B) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written upon at least 20 Business Days’ notice to Agent within five (5) Business Days after having received notice thereof), such Lender and (ii) the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Lender may will assign and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) Persons all or any a portion of the Obligations, the Commitments and the other its rights and obligations of such Lender hereunder and under the other Loan Documentsthis Agreement (including, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenderswithout limitation, each of whom is an Affiliate of each other all or a fund portion of its Commitment, the Revolving Credit Advances owing to it and the Revolving Credit Note or account managed Notes held by any such new Lender or an Affiliate of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000it); provided, however, that Borrower (i) each such assignment shall be of a constant, and Agent may continue not a varying, percentage of all rights and obligations under this Agreement, (ii) except in the case of an assignment to deal solely and directly with such Lender in connection with the interest so assigned a Person that, immediately prior to an Assignee until (I) written notice of such assignment, was a Lender or an affiliate of a Lender, or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption with respect to such assignment) shall in no event be less than $10,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Company pursuant to this Section 8.07(a) shall be arranged by the Company after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Company pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Company or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment instructionsof such principal amount and all other amounts payable to such Lender under this Agreement, addresses(vi) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register (as defined in clause (d) below), an Assignment and Assumption, together with any Revolving Credit Note requested pursuant to Section 2.13(e) subject to such assignment and a processing and recordation fee of $3,500, and (vii) the Eligible Assignee shall complete, execute and deliver to the Borrowers and Agent the appropriate tax form pursuant to Section 2.14. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption and upon compliance with clause (vii) of the previous sentence, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto); provided that an assigning Lender’s rights to indemnification and reimbursement pursuant to Section 8.04 and its rights and obligations under Sections 2.11 and 2.14 shall survive assignment hereunder. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose vehicle (an “SPV”) of such Granting Lender, identified as such in writing from time to time by the Granting Lender to the Agent and the Company, the option to provide to the Borrowers all or any part of any Advance that such Granting Lender would otherwise be obligated to make to the Borrowers pursuant to Section 2.01, provided that (i) nothing herein shall constitute a commitment by any SPV to make any Advance, (ii) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Advance, the Granting Lender shall be obligated to make such Advance pursuant to the terms hereof and (iii) the Borrowers may bring any proceeding against either the Granting Lender or the SPV in order to enforce any rights of the Borrowers hereunder. The making of an Advance by an SPV hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance were made by the Granting Lender. Each party hereto hereby agrees that no SPV shall be liable for any payment under this Agreement for which a Lender would otherwise be liable, for so long as, and to the extent, the related Granting Lender makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereof arising out of any claim against such SPV under this Agreement. In addition, notwithstanding anything to the contrary contained in this Section, any SPV may with notice to, but without the prior written consent of, the Company or the Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Advances to its Granting Lender or to any financial institutions (consented to by the Company and the Agent) providing liquidity and/or credit support (if any) with respect to commercial paper issued by such SPV to fund such Advances and such SPV may disclose, on a confidential basis, confidential information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee, (II) such Lender Company and its Assignee have delivered Subsidiaries to Borrower and Agent an Assignment and Acceptance and Agent has notified any rating agency, commercial paper dealer or provider of a surety, guarantee or credit liquidity enhancement to such SPV. This paragraph may not be amended without the assigning Lender consent of its receipt thereof in accordance with Section 14.1(b), and (III) unless waived by any SPV at the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,000time holding Advances under this Agreement.
Appears in 3 contracts
Samples: Assignment and Assumption (Pepsico Inc), Assignment and Assumption (Pepsico Inc), Assignment and Assumption (Pepsico Inc)
Assignments and Participations. (a) With (i) Any Lender may, with the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed, or conditioned, and so long as no Event of Default exists, with the prior written consent of Borrower, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A) if a Default or an Event of Default has occurred and is continuingdelayed, or (B) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender conditioned (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof), and (ii) the prior no written consent of Agent, which consent of Agent or Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Lender may assign and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that neither Borrower nor any no Loan Party or Affiliate of Borrower a Loan Party shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom which is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000); provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ii) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee, (IIii) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b13.1(b), and (IIIiii) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,0003,500.
Appears in 3 contracts
Samples: Credit Agreement (Daegis Inc.), Credit Agreement (Daegis Inc.), Credit Agreement (Unify Corp)
Assignments and Participations. (a) With (i) the prior written consent of Borrower, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A) if a Default or an Event of Default has occurred and is continuing, or (B) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof), and (ii) the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Each Lender may assign and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) Assignees all or any a portion of the Obligations, the Commitments and the other its rights and obligations of such Lender hereunder and under the other Loan DocumentsDocuments (including, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenderswithout limitation, each of whom is an Affiliate of each other all or a fund portion of its Commitment, the Advances owing to it and the Note or account managed Notes (if any) held by any such new Lender or an Affiliate of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000it); provided, however, that Borrower and Agent may continue to deal solely and directly with (i) each such Lender in connection with the interest so assigned to an Assignee until (I) written notice assignment shall be of such assignment, together with payment instructions, addressesa constant, and related information not a varying, percentage of all of the assigning Lender’s rights and obligations under the Loan Documents, (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Lender Assignment with respect to such assignment) shall in no event be less than the Assignee, have been given to Borrower lesser of the amount of such Lender’s then remaining Commitment and Agent by such $5,000,000 or any whole multiple of $1,000,000 in excess thereof (except in the case of assignments between Lenders at the time already parties hereto and between a Lender and the Assigneean Affiliate of such Lender), (IIiii) the Agent, the LC Issuing Bank and, so long as no Event of Default shall have occurred and be continuing, the Borrower, shall have consented to such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(bassignment (which may not be unreasonably withheld or delayed), and (IIIiv) unless waived by the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, a Lender Assignment, together with any Note or Notes (if any) subject to such assignment and a processing and recordation fee of $3,500. Promptly following its receipt of such Lender Assignment, Note or Notes (if any) and fee, the Agent shall accept and record such Lender Assignment in the Register. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Lender Assignment, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Lender Assignment, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Lender Assignment, relinquish its rights and be released from its obligations under this Agreement (and, in the case of a Lender Assignment covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Notwithstanding anything to the contrary contained in this Agreement, any Lender may at any time, with notice to the Borrower, the Agent and the LC Issuing Bank, assign all or any portion of the Advances owing to it to any other Lender or any Affiliate of a Lender. No such assignment, other than to an Eligible Assignee, a Lender or an Affiliate of a Lender, shall release the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,000from its obligations hereunder.
Appears in 3 contracts
Samples: Credit Agreement (Alliant Energy Corp), Day Credit Agreement (Alliant Energy Corp), Day Credit Agreement (Alliant Energy Corp)
Assignments and Participations. (a) With (i) the prior written consent of Borrower, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A) if a Default or an Event of Default has occurred and is continuing, or (B) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof), and (ii) the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Any Lender may assign and delegate to one or more assignees so long as in (each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided) all, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) all or any portion ratable part of all, of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000); provided, however, that (w) a Lender may not assign all or any portion of the Obligations or the Commitments to Borrower, any Permitted Holder or any Affiliate thereof, (x) the prior written consent of Agent (not to be unreasonably withheld, delayed or conditioned) shall be required prior to any such assignment by a Lender to another Person that is not a Lender or an Affiliate of a Lender, (y) so long as no Event of Default has occurred and is continuing, the prior written consent of Borrower (not to be unreasonably withheld, delayed or conditioned) shall be required prior to any such assignment by a Lender to another Person that is not a Lender or an Affiliate of a Lender and (z) Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ii) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee, (IIii) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b)Acceptance, and (IIIiii) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,000. Anything contained herein to the contrary notwithstanding, the payment of any fees shall not be required if such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of the assigning Lender.
Appears in 3 contracts
Samples: Loan and Security Agreement (Freshpet, Inc.), And Security Agreement (Freshpet, Inc.), And Security Agreement (Freshpet, Inc.)
Assignments and Participations. (a) With (i) the prior written consent of Borrower, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A1) if a Default or an Event of Default has occurred and is continuing, or and (B2) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof), and (ii) with the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Lender may assign and delegate to one or more assignees so long as in (each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, provided that neither Borrower nor any no Loan Party or Affiliate of Borrower a Loan Party shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom which is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000); provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ii) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee, (IIii) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b13.1(b), and (IIIiii) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,0003,500.
Appears in 3 contracts
Samples: Credit Agreement (Omniture, Inc.), Credit Agreement (Omniture, Inc.), Credit Agreement (Omniture, Inc.)
Assignments and Participations. (a) With (i) Any Lender may, in the prior written consent ordinary course of Borrowerits commercial banking or finance business and in accordance with applicable law, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A) if a Default or an Event of Default has occurred and is continuing, or (B) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof), and (ii) the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, at any Lender may assign and delegate time sell to one or more assignees so long as banks or other financial institutions (“Participants”) participating interests in each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) all or any a portion of the Obligations, the Commitments and the other its rights and obligations under this Agreement or any other Loan Document (including all or a part of its Revolving Credit Advances, its Letter of Credit Obligations, its Revolving Credit Commitment and its Revolving Credit Note). In the event of any such sale by a Lender of a participating interest to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender hereunder shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such obligations for all purposes under this Agreement and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000); provided, however, that and Borrower and Agent may shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents. Borrower agrees that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall, to the maximum extent permitted by applicable law, be deemed to have the right of setoff in respect of its participating interest so assigned in amounts owing under this Agreement to an Assignee until (Ithe same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement, provided that, in purchasing such participating interest, such Participant shall be deemed to have agreed to share with the Lenders the proceeds thereof as provided in Section 1.12(b) written notice as fully as if it were a Lender hereunder. Borrower also agrees that each Participant shall be entitled to the benefits of such assignmentSections 1.17, together with payment instructions, addresses, 1.19 and related information 1.20 with respect to its participation in the AssigneeRevolving Credit Commitments and the Revolving Credit Loan outstanding from time to time as if it was a Lender; provided that, in the case of Section 1.17, such Participant shall have complied with the requirements of said Section; and provided, further, that no Participant shall be entitled to receive any greater amount pursuant to any such Section than the transferor Lender would have been given entitled to Borrower and Agent receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred. Notwithstanding anything to the contrary contained herein, no Lender shall grant any participation under which the Participant shall have rights to approve any amendment to or waiver of this Agreement or the other Loan Documents, except to the extent such amendment or waiver would (i) extend the final maturity date for payment of any of the Obligations in which such Participant is participating; (ii) reduce the interest rate or the amount of principal or Fees applicable to the Revolving Credit Advances in which such Participant is participating; or (iii) release all or substantially all of the Collateral, except as expressly provided herein. In those cases in which a Lender grants rights to its Participants to approve any amendment to or waiver of this Agreement or the other Loan Documents respecting the matters described in the foregoing clauses (i) through (iii), the relevant participation agreements shall provide for a voting mechanism whereby a majority of the amount of the participating Lender’s portion of the Obligations (irrespective of whether held by such Lender and or such Participant) shall control the Assignee, (II) vote for all of such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified Lender’s portion of the assigning Lender of its receipt thereof in accordance with Section 14.1(b), and (III) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,000Revolving Credit Loan.
Appears in 3 contracts
Samples: Credit Agreement (Dicks Sporting Goods Inc), Credit Agreement (Dicks Sporting Goods Inc), Credit Agreement (Galyans Trading Co Inc)
Assignments and Participations. (a) With Each Lender may and, if demanded by the Borrower (ifollowing a demand by such Lender pursuant to Section 2.11 or 2.14) the prior written consent of Borrower, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A) if a Default or an Event of Default has occurred and is continuing, or (B) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written upon at least five Business Days’ notice to Agent within five (5) Business Days after having received notice thereof), such Lender and (ii) the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Lender may will assign and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) Persons all or any a portion of the Obligations, the Commitments and the other its rights and obligations of such Lender hereunder and under the other Loan Documentsany Facility under this Agreement (including, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenderswithout limitation, each of whom is an Affiliate of each other all or a fund portion of its Commitment, the Advances owing to it and the Note or account managed Notes held by any such new Lender or an Affiliate of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000it); provided, however, that Borrower (i) each such assignment shall be of a constant, and Agent may continue not a varying, percentage of all rights and obligations under this Agreement with respect to deal solely and directly with such Lender one of more Facilities, (ii) except in connection with the interest so assigned case of an assignment to an Assignee until (I) written notice of a Person that, immediately prior to such assignment, together with payment instructions, addresses, was a Lender or an assignment of all of a Lender’s rights and related information obligations under this Agreement with respect to a Facility, the Assignee, have been given amount of the Commitment under such Facility of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof unless the Borrower and the Agent by otherwise agree, (iii) each such Lender and the assignment shall be to an Eligible Assignee, (IIiv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by the Borrower, such recordation fee shall be payable by the Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of the Borrower to an Eligible Assignee that is an existing Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have delivered been assigned to Borrower it pursuant to such Assignment and Agent Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Sections 2.11, 2.14 and 8.04 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and Agent has notified the assigning obligations under this Agreement, such Lender of its receipt thereof in accordance with Section 14.1(bshall cease to be a party hereto), and (III) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,000.
Appears in 2 contracts
Samples: Credit Agreement (Embarq CORP), Credit Agreement (Embarq CORP)
Assignments and Participations. (a) With (i) the prior written consent of BorrowerBorrowers, which consent of Borrower Borrowers shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A1) if a Default or an Event of Default has occurred and is continuing, or (B2) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (Lender; provided that Borrower Borrowers shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent Agents within five (5) 5 Business Days after having received notice thereof), and (ii) with the prior written consent of AgentAgents, which consent consents of Agent Agents shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Lender may assign and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that neither Borrower nor any no Loan Party or Affiliate of Borrower a Loan Party shall be permitted to become an Assignee) all or any portion of the Obligations, the Revolver Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the AgentAgents) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom which is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000); provided, however, that Borrower Borrowers and Agent Agents may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ii) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower Borrowers and Agent Agents by such Lender and the Assignee, (IIii) such Lender and its Assignee have delivered to Borrower Borrowers and Agent Agents an Assignment and Acceptance and Agent has Agents have notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b13.1(b), and (IIIiii) unless waived by the US Agent, the assigning Lender or Assignee has paid to US Agent for US Agent’s separate account a processing fee in the amount of $5,000.
Appears in 2 contracts
Samples: Credit Agreement (Arc Document Solutions, Inc.), Credit Agreement (American Reprographics CO)
Assignments and Participations. (a) With Each Lender may and, if demanded by the Borrower (i) the prior written consent of Borrowerfollowing a demand by such Lender pursuant to Section 2.10, which consent of Borrower shall not be unreasonably withheld, delayed 2.11 or conditioned, and shall not be required (A) if a Default 2.13 or an Event of Default has occurred and is continuing, or (Bassertion by such Lender under Section 2.11) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written upon at least 5 Business Days' notice to Agent within five (5) Business Days after having received notice thereof), such Lender and (ii) the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Lender may will assign and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) Persons all or any a portion of the Obligations, the Commitments and the other its rights and obligations of such Lender hereunder and under the other Loan Documentsthis Agreement (including, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenderswithout limitation, each of whom is an Affiliate of each other all or a fund portion of its Commitment, the Advances owing to it and the Note or account managed Notes held by any such new Lender or an Affiliate of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000it); provided, however, that Borrower (i) each such assignment shall be of a constant, and Agent may continue not a varying, percentage of all rights and obligations under this Agreement, (ii) except in the case of an assignment to deal solely and directly with such Lender in connection with the interest so assigned a Person that, immediately prior to an Assignee until (I) written notice of such assignment, together with payment instructionswas a Lender or an assignment of all of a Lender's rights and obligations under this Agreement, addresses, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and related information Acceptance with respect to such assignment) shall in no event be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof unless the Assignee, have been given to Borrower and the Agent by otherwise agree, (iii) each such Lender and the assignment shall be to an Eligible Assignee, (IIiv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500; provided, however, that in the case of each assignment made as a result of a demand by the Borrower, such recordation fee shall be payable by the Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of the Borrower to an Eligible Assignee that is an existing Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have delivered been assigned to Borrower it pursuant to such Assignment and Agent Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Sections 2.10, 2.13 and 8.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations (other than its obligations under Section 7.05 to the extent any claim thereunder relates to an event arising prior such assignment) under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and Agent has notified the assigning obligations under this Agreement, such Lender of its receipt thereof in accordance with Section 14.1(bshall cease to be a party hereto), and (III) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,000.
Appears in 2 contracts
Samples: Credit Agreement (Renaissancere Holdings LTD), Credit Agreement (Renaissancere Holdings LTD)
Assignments and Participations. (a) With (i) the prior written consent of BorrowerEach Lender may and, which consent of Borrower so long as no Default shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A) if a Default or an Event of Default has have occurred and is be continuing, if demanded by BRW (following a demand by such Lender pursuant to Section 2.10 or (B2.12) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written upon at least five Business Days’ notice to Agent within five (5) Business Days after having received notice thereof), such Lender and (ii) the prior written consent of Administrative Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Lender may will assign and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) Assignees all or any a portion of the Obligations, the Commitments and the other its rights and obligations of such Lender hereunder and under the other Loan Documentsthis Agreement (including, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenderswithout limitation, each of whom is an Affiliate of each other all or a fund portion of its Commitment or account managed Commitments, the Advances owing to it and the Note or Notes held by any such new Lender or an Affiliate of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000it); provided, however, that Borrower (i) each such assignment shall be of a uniform, and Agent may continue not a varying, percentage of all rights and obligations under and in respect of one or more Facilities, (ii) except in the case of an assignment to deal solely a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and directly with such Lender in connection with obligations under this Agreement, the interest so aggregate amount of the Commitments being assigned to such Eligible Assignee pursuant to such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $1,000,000 or an Assignee until integral multiple of $1,000,000 in excess thereof (I) written notice or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, together the Borrowers) under each Facility for which a Commitment is being assigned; provided, that in the event of concurrent assignments to two or more Related Funds, all such concurrent assignments shall be aggregated in determining compliance with payment instructionsthis requirement, addresses, and related information with respect (iii) each such assignment shall be to the Assignee, have been given to Borrower and Agent by such Lender and the an Eligible Assignee, (IIiv) each such assignment made as a result of a demand by the Borrowers pursuant to this Section 9.07(a) shall be arranged by the Borrowers after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrowers pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrowers or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) [intentionally omitted] and (vii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its Assignee have delivered to Borrower acceptance and Agent recording in the Register, an Assignment and Acceptance Acceptance, together with any Note or Notes subject to such assignment and Agent has notified the assigning Lender a processing and recordation fee of its receipt thereof in accordance with $3,500; provided, however, that for each such assignment made as a result of a demand by any Borrower pursuant to this Section 14.1(b9.07(a), such Borrower shall pay to the Administrative Agent the applicable processing and (III) unless waived recordation fee; provided further, that no such fee shall be payable in the case of any assignment to a Related Fund; and provided still further that, in the case of contemporaneous assignments by a Lender to more than one fund managed by the Agentsame investment advisor (which funds are not then Lenders hereunder), the assigning Lender or Assignee has paid to Agent only a single such fee shall be payable for Agent’s separate account a processing fee in the amount of $5,000such contemporaneous assignments.
Appears in 2 contracts
Samples: Credit Agreement (Broadwing Communications Inc), Credit Agreement (Broadwing Inc)
Assignments and Participations. (a) With (i) the prior written consent of BorrowerBorrower Agent, which consent of Borrower Agent shall not be unreasonably withheld, delayed or conditionedconditioned (provided, and shall not be required (A) if a Default or an Event of Default has occurred and is continuingthat, or (B) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (provided that Borrower Agent shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof), and shall not be required (i) if a Default or an Event of Default has occurred and is continuing, or (ii) in connection with an assignment to a Person that is a Lender, or an Affiliate (other than individuals) of a Lender or an Related Fund and with the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or Lender, an Affiliate (other than individuals) of a LenderLender or an Related Fund, any Lender may assign and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, howeverthat, that neither Borrower nor any no Loan Party, Affiliate of Borrower a Loan Party or holder of any Indebtedness (other than the Obligations) of a Loan Party shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or Lender, an Affiliate of any Lender or an Related Fund or (y) a group of new Lenders, each of whom which is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000); provided, howeverthat, that Borrower Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (IA) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower Agent and Agent by such Lender and the Assignee, (IIB) such Lender and its Assignee have delivered to Borrower Agent and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b13.1(b), and (IIIC) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,0003,500.
Appears in 2 contracts
Samples: Credit Agreement (VOXX International Corp), Credit Agreement (VOXX International Corp)
Assignments and Participations. (a) With (i) the prior written consent of Borrower, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, conditioned (and shall not be required (Ai) if a Default or an Event of Default has occurred and is continuing, or (Bii) in connection with an assignment to a Person that is a Lender Lender, a Related Fund, or an Affiliate (other than individuals) of a Lender Lender, or (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5iii) Business Days after having received notice thereofin connection with assignments of all or any portion of the Term Loan), and (ii) with the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, conditioned (and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender), any Lender may assign and delegate to one or more assignees so long as in (each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, provided that neither Borrower nor any no Loan Party or Affiliate of Borrower a Loan Party shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 1,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom which is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,0001,000,000); provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (IA) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee, (IIB) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b13.1(b), and (IIIC) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,0003,500.
Appears in 2 contracts
Samples: Credit Agreement (Landrys Restaurants Inc), Credit Agreement (Landrys Restaurants Inc)
Assignments and Participations. (a) With (i) Any Lender may, in the prior written consent ordinary course of Borrowerits commercial banking or finance business and in accordance with applicable law, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A) if a Default or an Event of Default has occurred and is continuing, or (B) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof), and (ii) the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, at any Lender may assign and delegate time sell to one or more assignees so long as banks or other financial institutions ("PARTICIPANTS") participating interests in each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) all or any a portion of the Obligations, the Commitments and the other its rights and obligations under this Agreement or any other Loan Document (including all or a part of its Revolving Credit Advances, its Letter of Credit Obligations, its Revolving Credit Commitment and its Revolving Credit Note). In the event of any such sale by a Lender of a participating interest to a Participant, such Lender's obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender hereunder shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such obligations for all purposes under this Agreement and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000); provided, however, that and Borrower and Agent may shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement and the other Loan Documents. Borrower agrees that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall, to the maximum extent permitted by applicable law, be deemed to have the right of setoff in respect of its participating interest so assigned in amounts owing under this Agreement to an Assignee until (Ithe same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement, PROVIDED that, in purchasing such participating interest, such Participant shall be deemed to have agreed to share with the Lenders the proceeds thereof as provided in SECTION 1.12(b) written notice as fully as if it were a Lender hereunder. Borrower also agrees that each Participant shall be entitled to the benefits of such assignmentSECTIONS 1.17, together with payment instructions, addresses, 1.19 and related information 1.20 with respect to its participation in the AssigneeRevolving Credit Commitments and the Revolving Credit Loan outstanding from time to time as if it was a Lender; PROVIDED that, in the case of SECTION 1.17, such Participant shall have complied with the requirements of said Section; and PROVIDED, FURTHER, that no Participant shall be entitled to receive any greater amount pursuant to any such Section than the transferor Lender would have been given entitled to Borrower and Agent receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred. Notwithstanding anything to the contrary contained herein, no Lender shall grant any participation under which the Participant shall have rights to approve any amendment to or waiver of this Agreement or the other Loan Documents, except to the extent such amendment or waiver would (i) extend the final maturity date for payment of any of the Obligations in which such Participant is participating; (ii) reduce the interest rate or the amount of principal or Fees applicable to the Revolving Credit Advances in which such Participant is participating; or (iii) release all or substantially all of the Collateral, except as expressly provided herein. In those cases in which a Lender grants rights to its Participants to approve any amendment to or waiver of this Agreement or the other Loan Documents respecting the matters described in the foregoing clauses (i) through (iii), the relevant participation agreements shall provide for a voting mechanism whereby a majority of the amount of the participating Lender's portion of the Obligations (irrespective of whether held by such Lender and or such Participant) shall control the Assignee, (II) vote for all of such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified Lender's portion of the assigning Lender of its receipt thereof in accordance with Section 14.1(b), and (III) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,000Revolving Credit Loan.
Appears in 2 contracts
Samples: Credit Agreement (Galyans Trading Co Inc), Credit Agreement (Dicks Sporting Goods Inc)
Assignments and Participations. (a) With (i) the prior written consent of Borrower, Borrower (which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be (x) required if (Ai) if a Payment Default or an Insolvency Default has occurred and is continuing or (ii) any other Event of Default has occurred and is continuinghas been continuing for a period of at least 30 days, or (By) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (provided that Borrower shall be deemed with respect to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof)Direct Competitors, and (ii) the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed conditioned or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lenderdelayed), any Lender may assign and delegate to one or more assignees so long as in (each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided) that are Eligible Transferees all, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) all or any portion ratable part of all, of the Obligations, the Commitments Revolver Commitments, the Loans and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum or the remaining amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender Lender’s Revolver Commitment or (y) a group amount of new LendersLoans, each of whom is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000if less); provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ii) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee, (IIii) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance Acceptance, fully executed and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b)delivered by each party thereto, and (IIIiii) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,0003,500. Anything contained herein to the contrary notwithstanding, the payment of any fees shall not be required and the consent of Borrower shall not be required if such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of the assigning Lender.
Appears in 2 contracts
Samples: Credit Agreement (Ares Commercial Real Estate Corp), Credit Agreement (Ares Commercial Real Estate Corp)
Assignments and Participations. (a) With (i) the prior written consent of Borrower, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A) if a Default or an Event of Default has occurred and is continuing, or (B) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof), and (ii) the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Lender may assign and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that neither Borrower nor any an Affiliate of Borrower shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom which is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000); provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ii) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee, (IIii) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b13.1(b), and (IIIiii) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,0003,500 (except such processing fee shall not be payable in connection with an assignment or delegation by any Lender to any of its Affiliates).
Appears in 2 contracts
Samples: Credit Agreement (Alaska Air Group Inc), Credit Agreement (Alaska Air Group Inc)
Assignments and Participations. (a) With Each LC Participant may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to LC Disbursements and the Letters of Credit); provided, however, that (i) if any such assignment shall be of the assigning LC Participant’s LC Obligation Outstandings and LC Commitments, such assignment shall cover the same percentage of such LC Participant’s LC Obligation Outstandings and LC Commitments, (ii) the aggregate amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assignor’s entire interest) be less than $1,000,000 or an integral multiple of $100,000 in excess thereof, except, in either case, (A) with the consent of the Company and the Administrative Agent or (B) if such assignment is being made to an LC Participant or an Affiliate or Approved Fund of such LC Participant and (iii) if such Eligible Assignee is not, prior to the date of such assignment, an LC Participant or an Affiliate or Approved Fund of an LC Participant, such assignment shall be subject to the prior written consent of Borrower, the Administrative Agent and the Company (which consent of Borrower consents shall not be unreasonably withheldwithheld or delayed); provided, delayed or conditionedhowever, and shall not be required (A) if a Default or an Event of Default has occurred and is continuing, or (B) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (provided that Borrower the Company shall be deemed to have consented to a proposed any such assignment unless it objects shall object thereto by written notice to the Administrative Agent within five (5) 5 Business Days after of having received notice thereof); and provided, and (ii) further, that, notwithstanding any other provision of this Section 11.2, the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and the Company shall not be required for any assignment occurring when any Event of Default specified in connection with an assignment to a Person that is a Lender or an Affiliate Section 9.1(a), (other than individuals) of a Lenderb), any Lender may assign and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (yf) a group (Events of new Lenders, each of whom is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate of such new Lender to the extent that the aggregate amount to Default) shall have occurred and be assigned to all such new Lenders is at least $5,000,000); provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (I) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee, (II) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b), and (III) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,000continuing.
Appears in 2 contracts
Samples: 6 (Tenet Healthcare Corp), Credit Facility Agreement (Tenet Healthcare Corp)
Assignments and Participations. (a) With (i) the prior written consent of Borrower, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A1) if a Default or an Event of Default has occurred and is continuing, or (B2) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (Lender; provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) 5 Business Days after having received written notice thereof), and (ii) with the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Lender may assign and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that neither Borrower nor any no Loan Party, or Affiliate of Borrower a Loan Party, shall be permitted to become an Assignee) all or any portion of the Obligations, the Revolver Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom which is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000); provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ii) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee, (IIii) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b13.1(b), and (IIIiii) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,0003,500.
Appears in 2 contracts
Samples: Credit Agreement (Oclaro, Inc.), Credit Agreement (Oclaro, Inc.)
Assignments and Participations. (a) With (i) the prior written consent of Borrower, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A) if a Default or an Event of Default has occurred and is continuing, or (B) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof), and (ii) the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Lender may assign and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that neither Borrower nor any no Loan Party or Affiliate of Borrower a Loan Party shall be permitted to become an Assignee) that are Eligible Transferees all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom which is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000); provided, however, that Borrower Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ii) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Administrative Borrower and Agent by such Lender and the Assignee, (IIii) such Lender and its Assignee have delivered to Administrative Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b13.1(b), and (IIIiii) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,0003,500.
Appears in 2 contracts
Samples: Credit Agreement (Jack Cooper Holdings Corp.), Credit Agreement (Jack Cooper Logistics, LLC)
Assignments and Participations. (a) With (i) the prior written consent of Borrower, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A1) if a Default or an Event of Default has occurred and is continuing, or (B2) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (provided that provided, that, in each case, Borrower shall be deemed to have consented to a proposed assignment unless it Borrower objects thereto by written notice to Agent within five (5) 5 Business Days after having received notice thereof), ) and (ii) with the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Lender may assign and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (each, an “"Assignee”; provided, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee") all or any portion of the Obligations, the Revolver Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom which is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000); provided, however, that (i) no assignment may be made to a natural person, (ii) no assignment may be made to a Loan Party, Affiliate of a Loan Party, Equity Sponsor, or Affiliate of Equity Sponsor and (iii) no assignment of Advances or Revolver Commitments may be made to a Person that cannot (directly or through an Applicable Designee) lend to Borrower in Dollars, Canadian Dollars, Euros and Sterling; provided, further, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ii) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee, (IIii) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b13.1(b), and (IIIiii) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s 's separate account a processing fee in the amount of $5,0003,500, and (iv) any assignment of any portion of a Lender's Revolver Commitment shall be accompanied by proportionate assignment of such Lender's US Advances, of such Lender's Canadian Dollar Advances, of such Lender's Euro Advances and of such Lender's Sterling Advances.
Appears in 2 contracts
Samples: Credit Agreement (MDC Partners Inc), Credit Agreement (MDC Partners Inc)
Assignments and Participations. (a) With Except as set forth in this clause (i) the prior written consent of Borrower, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A) if a Default or an Event of Default has occurred and is continuing, or (B) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereofa), no Lender may assign or delegate all or any part of the Obligations, the Revolver Commitments or the other rights and (ii) obligations of such Lender hereunder and under the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Loan Documents. Any Lender may assign and delegate to one or more assignees so long as in Eligible Transferees (each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided) all, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) all or any portion ratable part of all, of the Obligations, the Revolver Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000); provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ii) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee, (IIii) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance in form and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b)substance satisfactory to Agent, and (IIIiii) unless waived by the Agent, the assigning assignor Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,000. Anything contained herein to the contrary notwithstanding, the consent of Agent shall not be required (and payment of any fees shall not be required) if such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of such Lender. Notwithstanding anything to the contrary in this Agreement, so long as no Event of Default shall have occurred and be continuing, a Lender that intends to make an assignment pursuant to this clause (a) (other than to another existing Lender) hereby agrees to give prior written notice to Borrower of its intention to do so and Borrower shall have three (3) Business Days after receipt of such Lender’s written notice to object to the proposed Eligible Transferee by written notice to such Lender. If Borrower does not deliver such objection, it shall be deemed not to have an objection, and such Lender shall have the right to proceed with such assignment on the terms otherwise set forth in this clause (a). If Borrower timely delivers its objection as set forth above, Borrower shall have forty-five (45) calendar days to find an Eligible Transferee that meets the criteria set forth in the definition of Eligible Transferee and that is reasonably acceptable to such Lender and that accepts in writing such Lender’s offer of assignment. If within such forty-five day period, Borrower fails to find such Eligible Transferee as provided above, or Lender does not accept such Eligible Transferee or such Eligible Transferee does not accept such Lender’s offer of assignment in writing, then such Lender shall be free to make the assignment to its original Eligible Transferee (on the terms otherwise set forth in this clause (a)) without having to obtain Borrower’s consent and without further delay, and Borrower shall not have a right to object thereto.
Appears in 2 contracts
Samples: Loan and Security Agreement (Unified Grocers, Inc.), Loan and Security Agreement (Unified Grocers, Inc.)
Assignments and Participations. (a) With (i) the prior written consent of (i) Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned and (ii) so long as no Default or Event of Default exists or is continuing, Borrower, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A) if a Default or an Event of Default has occurred and is continuing, or (B) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender conditioned (provided that that, Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) 10 Business Days after having it has received notice thereofof the proposed assignment), and (ii) the prior written and, in each case, consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Lender may assign and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; ” (provided, however, that neither Borrower nor any no Loan Party or Affiliate of Borrower a Loan Party shall be permitted to become an AssigneeAssignee except pursuant to Section 13.1(i)) all or any portion of the Obligations, the Commitments Obligations and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 1,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom which is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,0001,000,000); provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ii) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee, (IIii) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b13.1(b), and (IIIiii) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,0003,500.
Appears in 2 contracts
Samples: Credit Agreement (Jack Cooper Holdings Corp.), Credit Agreement (Jack Cooper Logistics, LLC)
Assignments and Participations. (a) With (i) the prior written consent of Borrower, Borrower (which consent of Borrower (x) shall not be unreasonably withheld, delayed or conditioned, and (y) shall not be required (A1) if a Default or an Event of Default has occurred and is continuing, continuing or (B2) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender and (provided that Borrower z) shall be deemed to have consented to a proposed assignment been given unless it objects thereto Borrower provides written notice by written notice to Agent of its objection to such proposed assignment within five (5) 5 Business Days after having received notice thereof), and (ii) with the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Lender may assign and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that neither Borrower nor any no Loan Party or Affiliate of Borrower a Loan Party shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (xA) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or Lender, (yB) a group of new Lenders, each of whom which is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000, or (C) an assignment or delegation by any Lender of all of such Lender’s Obligations, Commitments and other rights and obligations hereunder and under the other Loan Documents); provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ii) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee, (IIii) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b13.1(b), and (IIIiii) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,0003,500.
Appears in 2 contracts
Samples: Credit Agreement (Jda Software Group Inc), Credit Agreement (Jda Software Group Inc)
Assignments and Participations. (a) With (i) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of BorrowerAdministrative Agent and each Lender. Any Lender may, which with the prior written consent of Administrative Agent and Borrower (such consent not to be unreasonably withheld or delayed), assign to any Person (other than a natural person or any of its Subsidiaries, or Borrower or any of Borrower’s Affiliates (including Issuer)) all or a portion of its rights and obligations under this Agreement (including, but not limited to, all or a portion of the Loans); provided, however, that (i) no consent from Administrative Agent or Borrower shall not be unreasonably withheldrequired if a Lender assigns all or any portion of its obligations to any other Lender, delayed Administrative Agent or conditionedany Affiliate thereof, and (ii) no consent from Borrower shall not be required (A) if a Default or an Event of Default has shall have occurred and is continuing, or (B) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (; provided further that Borrower shall be deemed to have consented to a proposed any such assignment unless it objects shall object thereto by written notice to Administrative Agent within five ten (510) Business Days after having received notice thereof). The parties to each such assignment shall execute and deliver to Administrative Agent for its acceptance, the Assignment and Assumption, whereupon such assignee, to the extent of the assigned interest, shall be a “Lender” hereunder. Notwithstanding the foregoing, Administrative Agent may withhold its consent to an assignment if Administrative Agent does not approve the proposed assignee. An assignee of a Qualified Lender shall not become a Qualified Lender unless it independently qualifies as such under the definition of “Qualified Lender”, and (ii) the prior written consent of Agent, which consent of Agent shall Lead Entities may not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Lender may assign and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other their respective rights and obligations of hereunder to the same assignee unless such Lender hereunder and under the other Loan Documents, in assignee is a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender CS Entity or an Affiliate of any Lender or (y) a group of new Lenders, each of whom is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000); provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (I) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee, (II) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b), and (III) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,000MS Entity.
Appears in 2 contracts
Samples: Credit Agreement (Rentech Inc /Co/), Credit Agreement (Rentech Inc /Co/)
Assignments and Participations. (a) With (i) This Agreement shall be binding upon and inure to the benefit of the Company, the Bank and the Lenders and their respective successors and assigns, except that the Company may not assign any of its rights hereunder without the prior written consent of Borrower, which consent all of Borrower shall not be unreasonably withheld, delayed or conditionedthe Lenders, and shall not be required (A) if a Default or an Event of Default has occurred and is continuing, or (B) in connection with an any purported assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (provided that Borrower by the Company without such consent shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof), and (ii) the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any void. Any Lender may assign and delegate at any time grant to one or more assignees so long as banks or other institutions (each a "Participant") participating interests in each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) all its Commitment or any portion or all of its Loans. In the Obligationsevent of any such grant by a Lender of a participating interest to a Participant, whether or not upon notice to the Commitments Company and the other rights and obligations of Bank, such Lender hereunder shall remain responsible for the performance of its obligations hereunder, and under the other Loan Documents, in a minimum amount (unless waived by Company and the Agent) of $5,000,000 (except such minimum amount Bank shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000); provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. Any agreement pursuant to which any Lender may grant such a participating interest shall provide that such Lender shall retain the interest so assigned sole right and responsibility to an Assignee until enforce the obligations of the Company hereunder including the right to approve any amendment, modification or waiver of any provision of this Agreement; provided that such participation agreement may provide that such Lender will not agree to any modification, amendment or waiver of this Agreement described in clauses (Ii) written notice through (iv), inclusive, of such assignment, together with payment instructions, addresses, and related information Section 11.06 without the consent of the Participant. The Company agrees that each Participant shall be entitled to the benefits of Section 4.05 with respect to its participating interest; provided that all amounts payable to a Lender for the account of a Participant under Section 4.05 shall be determined as if such Lender had not granted such participation to the Participant. An assignment or other transfer which is not permitted by subsection (c) below shall be given effect for purposes of this Agreement only to the extent of a participating interest granted in accordance with this subsection (b). Any Lender may at any time assign to one or more banks or other institutions (each an "Assignee") all, have been given or a proportionate part of all, of its rights and obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant to Borrower an instrument substantially in the form of Exhibit E (an "Assignment and Agent Acceptance") executed by such Lender Assignee and such transferor Lender, with (and subject to) the prior consent of the Company (whose consent shall not be unreasonably withheld) and the AssigneeBank (whose consent may be granted or withheld in its absolute discretion) provided that (i) any such transfer or assignment shall be with respect to at least $5,000,000 of the transferring Lender's Commitment and Loans (or if less, such Lender's entire Commitment and Loans) and (IIii) the foregoing requirement relating to the Company's consent shall not be applicable in the case of, and this subsection (c) shall not restrict, an assignment or other transfer by any Lender to an affiliate of such Lender or to a Federal Reserve Bank or during the continuance of an Event of Default. Upon execution and its Assignee have delivered to Borrower and Agent an delivery of such Assignment and Acceptance and Agent has notified the assigning payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $3,500 to the Bank, such Assignee shall be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Acceptance, and the transferring Lender shall be released from its receipt thereof in accordance with Section 14.1(bobligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), and (III) unless waived by the Agenttransferring Lender, the assigning Lender or Assignee has paid Bank and the Company shall make appropriate arrangements so that, if required, a new Note is issued to Agent for Agent’s separate account a processing fee in the amount of $5,000Assignee.
Appears in 2 contracts
Samples: Assignment and Acceptance Agreement (System Energy Resources Inc), Assignment and Acceptance Agreement (Entergy Louisiana Inc)
Assignments and Participations. (a) With (i) the prior written consent of Borrower, the Borrower (which consent of the Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be (x) required if (AI) if a Default or an Event of Default has occurred and is continuing, continuing or (BII) in connection with the Assignee is a Lender, an assignment to a Person that is Affiliate of a Lender or an Affiliate Approved Fund, or (y) other than individuals) of a Lender (with respect to Direct Competitors, unreasonably withheld, conditioned or delayed; provided that the Borrower shall be deemed to have consented to a proposed any such assignment unless it objects shall object thereto by written notice to the Administrative Agent within five (5) ten Business Days after having received notice thereof), ) and the Administrative Agent (ii) the prior written consent of Agent, which consent of the Administrative Agent shall not be unreasonably withheld, delayed or conditioned, and shall not (x) be required in connection with if the Assignee is a Lender, an assignment to a Person that is Affiliate of a Lender or an Affiliate Approved Fund (other than individualsy) of a Lenderunreasonably withheld, conditioned or delayed), any Lender may assign and delegate to one or more assignees so long as in (each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided) that are Eligible Transferees all, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) all or any portion ratable part of all, of the Obligations, the Commitments Loans and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum or the remaining amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new LendersLender’s Loans, each of whom is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000if less); provided, however, that Borrower the Borrower, the Administrative Agent, and the Collateral Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ii) written notice of such assignment, together with payment instructions, addresses, and related information including any documentation required pursuant to Section 2.19(e), (f) and (g) with respect to the Assignee, have been given to Borrower the Borrower, the Administrative Agent, and the Collateral Agent by such Lender and the Assignee, (IIii) such Lender and its Assignee have delivered to Borrower the Borrower, the Administrative Agent, and the Collateral Agent an Assignment and Acceptance Acceptance, fully executed and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b)delivered by each party thereto, and (IIIiii) unless waived by the Agent, the assigning Lender or Assignee has paid to the Administrative Agent for the Administrative Agent’s separate account a processing fee in the amount of $5,0003,500. Anything contained herein to the contrary notwithstanding, the payment of any fees shall not be required and the Assignee need not be an Eligible Transferee and the consent of the Borrower shall not be required if such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of the assigning Lender. The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower at any reasonable time and from time to time upon reasonable prior notice. The Administrative Agent shall provide a copy of the Register to the Collateral Agent at any time and from time to time upon request of the Collateral Agent and the Collateral Agent shall be entitled to rely on the same, and to treat each Person whose name is recorded in the Register most recently received by the Collateral Agent pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (Fifth Street Asset Management Inc.)
Assignments and Participations. (a) With (i) This Agreement and the prior written consent Obligations of Borrower, which consent of Borrower shall Borrowers may not be unreasonably withheldassigned by Borrowers. Any Lender may, delayed subject to the limitations set forth below, assign or conditionedtransfer, and shall not be required (A) if a Default in whole or an Event of Default has occurred and is continuingin part, or (B) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof), and (ii) the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Lender may assign and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) all or any portion of the Obligations, the its Commitments and the other related Advances, together with its corresponding rights under this Agreement and obligations of such Lender hereunder and under the other Loan Documents, and further may sell participations in a minimum amount all or any part of any of its Commitments and the related Advances or any other interest in the Obligations or any of its obligations hereunder to another Person, in which event: (a) in the case of an assignment, upon notice thereof by such Lender to Borrowers and consent of Credit Agent, the assignee shall have, to the extent of such assignment (unless waived otherwise provided thereby), the same rights and benefits as it would have if it were a "Lender" hereunder, and, if the assignee has expressly assumed, for the benefit of Borrowers, such Lender's obligations hereunder, such Lender shall be relieved of its obligations hereunder to the extent of such assignment and assumption, provided that Credit Agent shall have no obligation to consent to there being more than a total of 10 Lenders (a Participant is not a Lender); and (b) in the case of a participation, the participating Person's (a "Participant") rights against the Lender from whom it has purchased such participation in respect of such participation are those set forth in the agreement executed by such Lender in favor of the Agent) of $5,000,000 (except Participant relating thereto. Unless an assignee has expressly assumed such minimum amount shall not apply to Lender's obligations hereunder, (x) an assignment such Lender shall remain solely responsible to the other parties hereto for the performance of such Lender's obligations under the Loan Documents, whether or delegation by any not such Lender to any other Lender or an Affiliate shall remain the holder of any Lender or Note, (y) a group of new Lenderssuch Lender shall retain all voting rights with respect to such Note, each of whom is an Affiliate of each the Advances hereunder and Lender's Commitments, and (z) Borrowers, Credit Agent and the other or a fund or account managed by any such new Lender or an Affiliate of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000); provided, however, that Borrower and Agent may shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under the interest so assigned Loan Documents. Without limiting any Lenders exclusive right to collect and enforce the Obligations owed to it, Borrowers agree that each participation will give rise to a debtor-creditor relationship between Borrowers and Participant, and Borrowers authorize each Participant, upon an Assignee until (I) written notice occurrence of an Event of Default, to proceed directly by right of setoff, bankers' lien or otherwise, against any assets of Borrowers that may be held by that Participant. Notwithstanding the foregoing, nothing contained herein shall in any manner or to any extent affect the right of any Lender to pledge or assign Notes and interests in this Agreement to any Federal Reserve Bank pursuant to applicable laws and regulations, or to assign its Notes and its right to receive and retain payments on its Notes provided such Lender remains primarily and directly liable pursuant to the terms and conditions of this Agreement to keep, observe and perform all of its obligations under this Agreement, and all such assignments shall be treated, considered and administered as a sale of a participation and not as an assignment and shall be subject to and governed by the provisions of this Section. Any Lender may furnish any information concerning Borrowers in the possession of such assignment, together with payment instructions, addresses, and related information with respect Lender from time to the Assignee, have been given time to Borrower and Agent by Affiliates of such Lender and to assignees and Participants (including prospective assignees and Participants) and Borrowers hereby consent to the Assignee, (II) provision of such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b), and (III) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,000information.
Appears in 2 contracts
Samples: American Home Mortgage Investment Corp, American Home Mortgage Investment Corp
Assignments and Participations. (a) With (i) Any Lender may, with the prior written acknowledgement of the Administrative Agent and the written consent of Borrowereach Issuing Bank with Fronting Exposure (and, which so long as no Event of Default is continuing hereunder, the Borrower (such consent of the Borrower shall not to be unreasonably withheld, delayed conditioned or conditioned, and shall not be required (A) if a Default or an Event of Default has occurred and is continuing, or (B) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereofdelayed), and (ii) the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, at any Lender may time assign and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee Assignees (each, an “Assignee”; provided, however, ) (provided that neither no written consent of the Borrower nor or the Issuing Banks shall be required in connection with any assignment and delegation by a Lender to (i) an entity that is an Affiliate of Borrower shall be permitted to become an Assigneesuch Lender or (ii) another Lender) all or any portion part of the Obligations, the Commitments any Loan and the other rights and obligations of such Lender hereunder and under the other Loan Financing Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000); provided, howeverthat (A) each such assignment by a Lender of its Loans, its Note or its Loan Commitments shall be made in such a manner so that the same portion of its Loans, its Note and Loan Commitments are assigned to such Assignee; (B) in the case of an assignment of any part of a Loan to any Assignee, such assignment shall not be for an amount less than [***] (or a higher integral multiple of [***] in excess thereof) in each instance; and (C) the Borrower and Agent the Agents may continue to deal solely and directly with such the assigning Lender in connection with the interest so assigned to an Assignee until (I1) written notice of such assignment, together with payment instructions, addresses, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Administrative Agent by such assigning Lender and the Assignee, (II2) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b), and (III) unless waived by the Agent, the assigning Lender or Assignee has paid to the Administrative Agent for Agent’s separate account a processing fee in the amount of $5,000[***], and (3) the assigning Lender shall have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance substantially in the form of Exhibit C hereto (an “Assignment and Acceptance”) with respect to such assignment from the assigning Lender. Any assignment of a participation in any Letter of Credit shall (x) require the written acknowledgment of the Issuing Bank of such Letter of Credit and (y) only be made to a bank or financial institution with a credit rating of no lower than A- from Standard & Poors, no lower than A3 from Xxxxx’x or no lower than A- from Fitch Ratings (provided that if such financial institution is rated by more than one of such agencies, all ratings of the financial institution shall meet such minimum rating).
Appears in 2 contracts
Samples: Credit Agreement (Bloom Energy Corp), Credit Agreement (Bloom Energy Corp)
Assignments and Participations. (a) With Each Lender may (i) with notice to the prior written Company and to the Administrative Agent, assign to any other Lender, any Affiliate of a Lender or any Approved Fund all or a portion of its rights and obligations under this Agreement, and (ii) with the consent of Borrower, which the Administrative Agent and the Company (such consent of Borrower shall not to be unreasonably withheldwithheld or delayed and, delayed or conditionedin the case of the Company, (x) the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice of such proposed assignment and (y) such consent shall not be required (A) if a Default or an Event of Default has occurred and is continuing, or (B) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof), and (ii) the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Lender may assign and delegate to one or more assignees so long as in each case such prospective assignee is an other Eligible Transferee (each, an “Assignee”; provided, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) Assignees all or any a portion of the Obligations, the Commitments and the other its rights and obligations of such Lender hereunder and under the other Loan Documentsthis Agreement (including, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenderswithout limitation, each of whom is an Affiliate of each other all or a fund or account managed by any such new Lender or an Affiliate portion of such new Lender its Commitment and the Advances owing to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000it); provided, however, that Borrower (A) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and Agent may continue the Advances at the time owing to deal solely and directly it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with such respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Advances outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Advances of the assigning Lender in connection with the interest so assigned subject to an Assignee until (I) written notice of each such assignment, together determined as of the date the Assignment and Assumption with payment instructionsrespect to such assignment is delivered to the Administrative Agent or, addressesif “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Default or Event of Default has occurred and related information is continuing, the Company otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met, (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Assignee, have been given to Borrower and Agent by such Lender and Advances or the AssigneeCommitment assigned, (IIC) the parties to each such Lender assignment shall execute and deliver to the Administrative Agent, for its Assignee have delivered to Borrower acceptance and Agent recording in the Register, an Assignment and Acceptance and Agent has notified Assumption substantially in the assigning Lender form of its receipt thereof in accordance with Section 14.1(b), Exhibit C hereto and (IIIC) unless waived by such parties shall also deliver to the Agent, the assigning Lender or Assignee has paid to Administrative Agent for Agent’s separate account a processing and recordation fee in the amount of $5,0003,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, however, no such assignment shall be made to any Defaulting Lender or any of its Subsidiaries, or any Person, who upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.12, and 8.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Company (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.
Appears in 2 contracts
Samples: Credit Agreement (Progress Energy Inc), Credit Agreement (Progress Energy Inc)
Assignments and Participations. (a) With (i) the prior written consent of Borrower, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A1) if a Default or an Event of Default has occurred and is continuing, or (B2) in connection with an assignment to a Person that is a Lender or Lender, an Affiliate (other than individuals) of a Lender (or a Related Fund; provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) 5 Business Days after having received notice thereof), and (ii) with the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or Lender, an Affiliate (other than individuals) of a LenderLender or a Related Fund, any Lender may assign and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that neither Borrower nor any no Loan Party or Affiliate of Borrower a Loan Party shall be permitted to become an Assignee) all or any portion of the Obligations, the Revolver Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or Lender, (y) a group of new Lenders, each of whom which is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,0005,000,000 or (z) an assignment to one or more Replacement Lenders pursuant to Section 14.2); provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ii) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the AssigneeAssignee and such assignment has been recorded in the Register, (IIii) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b13.1(b), and (IIIiii) except in connection with any assignment to any Replacement Lender pursuant to Section 14.2, unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,0003,500.
Appears in 2 contracts
Samples: Credit Agreement (Horizon Lines, Inc.), Credit Agreement (Horizon Lines, Inc.)
Assignments and Participations. (a) With Any Lender may at any time assign to one or more Persons (iany such Person, an “Assignee”) all or any portion of such Lender’s Pro Rata Share of the Loans, with the prior written consent of BorrowerAdministrative Agent, which consent of Borrower shall not be unreasonably withheldand, delayed or conditioned, and shall not be required (A) if a Default or an so long as no Event of Default has occurred and is continuing, or Borrower (B) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) all of a Lender (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof), and (ii) the prior written consent of Agent, which consent of Agent consents shall not be unreasonably withheld, withheld or delayed or conditioned, and shall not be required in connection with for an assignment to a Person that is by a Lender or an Affiliate (other than individuals) of a Lender, any Lender may assign and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other another Lender or an Affiliate of any Lender or (y) a group of new LendersLender). Except as Administrative Agent may otherwise agree, each of whom is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate of such new Lender to the extent that the assignment shall be in a minimum aggregate amount equal to be assigned to all such new Lenders is at least Five Million Dollars ($5,000,000); provided) or, howeverif less, that the remaining Loan held by the assigning Lender. Borrower and Administrative Agent may shall be entitled to continue to deal solely and directly with such Lender in connection with the interest interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit D hereto (Ian “Assignment Agreement”) written notice executed, delivered and fully completed by the applicable parties thereto and a processing fee of Five Thousand Dollars ($5,000). No assignment may be made to any Person if at the time of such assignment, together with payment instructions, addresses, and related information with respect assignment Borrower would be obligated to pay any greater amount under Sections 3.1 or 3.3 to the Assignee, have been given Assignee than Borrower is then obligated to Borrower and Agent by such Lender and the Assignee, (II) such Lender and its Assignee have delivered pay to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender under such Sections (and if any assignment is made in violation of its receipt thereof the foregoing, Borrower will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 14.1(b)12.15 shall be treated as the sale of a participation hereunder. Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment within three (3) Business Days after notice thereof. Notwithstanding the foregoing, (x) no consent of Borrower or Administrative Agent shall be required for any assignment to a Lender or an Affiliate of a Lender and (IIIy) unless waived by the Agent, consent of each Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the assigning Lender obligation of the assignee to participate in exposure under one or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount more Letters of $5,000Credit (whether or not then outstanding).
Appears in 2 contracts
Samples: Loan and Security Agreement (ExamWorks Group, Inc.), Loan and Security Agreement (ExamWorks Group, Inc.)
Assignments and Participations. (a) With Any Lender may, with the written consent of Agent and Borrower (provided that (i) no written consent of Agent or Borrower shall be required in connection with any assignment and delegation by a Lender to an Eligible Transferee, (ii) no written consent of Borrower shall be required in connection with any assignment or delegation if an Event of Default shall have occurred and be continuing, and (iii) no assignment and delegation shall be made, without the prior written consent of Borrower, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A) if a Default or an Event of Default has occurred and is continuing, or (B) in connection with an assignment to a any Person that is a Lender organized in or an Affiliate (under the laws of any jurisdiction other than individualsthe United States or any state or other political subdivision thereof or is otherwise not a United States person as defined in the IRC (a “Foreign Person”) of a Lender (provided that if payments to such Person would require Borrower shall be deemed to have consented pay any Taxes or any additional amounts pursuant to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereofSection 16.11(e)), and (ii) the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Lender may assign and delegate to one or more assignees so long as in (each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided) all, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) all or any portion ratable part of all, of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000); provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ii) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee, (IIii) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance in form and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b)substance satisfactory to Agent, and (IIIiii) unless waived by the Agent, the assigning assignor Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,000. Anything contained herein to the contrary notwithstanding, the consent of Agent shall not be required (and payment of any fees shall not be required) if such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of such Lender.
Appears in 2 contracts
Samples: Loan and Security Agreement (Acme Communications Inc), Loan and Security Agreement (Acme Communications Inc)
Assignments and Participations. (a) With Each Lender may and, if demanded by the Borrower (ifollowing a demand by such Lender pursuant to Section 2.10 or 2.13 or upon such Lender becoming a Defaulting Lender) the prior written consent of Borrower, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A) if a Default or an Event of Default has occurred and is continuing, or (B) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written upon at least five Business Days’ notice to Agent within five (5) Business Days after having received notice thereof), such Lender and (ii) the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Lender may will assign and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) Persons all or any a portion of the Obligations, the Commitments and the other its rights and obligations of such Lender hereunder and under the other Loan Documentsthis Agreement (including, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenderswithout limitation, each of whom is an Affiliate of each other all or a fund portion of its Commitment, the Advances owing to it and the Note or account managed Notes held by any such new Lender or an Affiliate of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000it); provided, however, that Borrower (i) each such assignment shall be of a constant, and Agent may continue not a varying, percentage of all rights and obligations under this Agreement, (ii) except in the case of an assignment to deal solely and directly with such Lender in connection with the interest so assigned a Person that, immediately prior to an Assignee until (I) written notice of such assignment, together with payment instructionswas a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, addresses, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and related information Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof unless the Assignee, have been given to Borrower and the Agent by otherwise agree, (iii) each such Lender and the assignment shall be to an Eligible Assignee, (IIiv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.06(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.06(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and, subject to Section 2.19, all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment (not including the Borrower), provided, however, that in the case of each assignment made as a result of a demand by the Borrower, such recordation fee shall be payable by the Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of the Borrower to an Eligible Assignee have delivered to that is an existing Lender, and (vii) any Lender may, without the approval of the Borrower and Agent the Agent, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 8.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations (other than its obligations under Section 7.08 to the extent any claim thereunder relates to an event arising prior to such assignment) under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and Agent has notified the assigning obligations under this Agreement, such Lender of its receipt thereof in accordance with Section 14.1(bshall cease to be a party hereto), and (III) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,000.
Appears in 2 contracts
Samples: 364 Day Credit Agreement (At&t Inc.), Year Credit Agreement (At&t Inc.)
Assignments and Participations. (a) With (i) Any Lender may, with the prior written consent of BorrowerAgent and, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A) if a Default or an so long as no Event of Default has occurred and is continuing, or (B) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) the written consent of a Lender Subsidiary Borrower (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof), and (ii) the prior no written consent of Agent, which consent of Agent or Subsidiary Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an any assignment to a Person that is and delegation by a Lender or to an Affiliate (other than individuals) of a LenderEligible Transferee), any Lender may assign and delegate to one or more assignees so long as in (each case such prospective assignee is an Eligible Transferee (each"Assignee") all, an “Assignee”; provided, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) all or any portion ratable part of all, of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other UK Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000)1,500,000; provided, however, that Subsidiary Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ii) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Subsidiary Borrower and Agent by such Lender and the Assignee, (IIii) such Lender and its Assignee have delivered to Subsidiary Borrower and Agent an Assignment and Acceptance in form and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b)substance satisfactory to Agent, and (IIIiii) unless waived by the Agentassignment occurs prior to the date that is 90 days after the Closing Date, the assigning assignor Lender or Assignee has paid to Agent for Agent’s 's separate account a processing fee in the amount of $5,000. Anything contained herein to the contrary notwithstanding, the consent of Agent and Subsidiary Borrower shall not be required (and payment of any fees shall not be required) if such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of such Lender and no Lender shall assign or participate all or any portion of its Commitment or portion of the Obligations to a Person which it knows is a direct competitor of Subsidiary Borrower.
Appears in 2 contracts
Samples: Loan Agreement (Palm Inc), Loan Agreement (Palm Inc)
Assignments and Participations. (a) With (i) Neither Agent nor any Lender may assign or transfer all, or any part, of the prior written consent Obligations, the Commitments and any other rights and obligations of Borrowersuch Agent or such Lender hereunder and under the Loan Documents except as provided herein. The Obligations, which consent Commitments and any other rights and obligations of Borrower shall not Agent and each Lender hereunder and under the Loan Documents must be unreasonably withheldtransferred pursuant to a registration statement filed under the Securities Act of 1933, delayed or conditionedas amended, and shall not be required (A) if a Default or an Event of Default has occurred and is continuing, or (B) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (provided that exemption from such registration. The Borrower shall be deemed entitled to have consented advance notice of any transfer and reasonable assurance, including an opinion of counsel reasonably acceptable to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof)the Borrower, and (ii) the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection that such transfer complies with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any applicable securities laws. Any Lender may assign and delegate to one or more assignees so long as in (each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided) that are Eligible Transferees all, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) all or any portion ratable part of all, of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to an assignment and delegation by a Lender to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any such Lender or a Related Fund of such Lender, (y) a group of new Lenders, each of whom which is an Affiliate or Related Fund of each other or a fund or account managed by any such new Lender or an Affiliate of such new Lender to the extent that so long as the aggregate amount to be assigned to all such new Lenders group is at least $5,000,0005,000,000 or (z) if as a result of such assignment such Lender shall cease to be a party hereto); provided, however, that that, Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ii) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee, (IIii) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b)Acceptance, and (IIIiii) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,000. Notwithstanding the preceding sentence, the payment of any fees shall not be required and the Assignee need not be an Eligible Transferee if (x) such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of the assigning Lender or (y) the assignee is a Lender or an Affiliate of a Lender or a Related Fund of a Lender; provided that any such assignment must otherwise comply with applicable securities laws and the other provisions of this Section 13.1(a).
Appears in 2 contracts
Samples: Registration Rights Agreement (Bakers Footwear Group Inc), Registration Rights Agreement (Bakers Footwear Group Inc)
Assignments and Participations. (a) With (i) the prior written consent of Borrower, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A1) if a Default or an Event of Default has occurred and is continuing, or and (B2) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof)Lender, and (ii) with the prior written consent of Administrative Agent, which consent of Administrative Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Lender may assign and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that neither Borrower nor any no Loan Party or Affiliate of Borrower a Loan Party shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Administrative Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom which is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000); provided, however, that Borrower and Administrative Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ii) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Administrative Agent by such Lender and the Assignee, (IIii) such Lender and its Assignee have delivered to Borrower and Administrative Agent an Assignment and Acceptance and Administrative Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b13.1(b), and (IIIiii) unless waived by the Administrative Agent, the assigning Lender or Assignee has paid to Administrative Agent for Administrative Agent’s separate account a processing fee in the amount of $5,0003,500.
Appears in 2 contracts
Samples: Credit Agreement (Watsco Inc), Credit Agreement (Watsco Inc)
Assignments and Participations. (a) With Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this clause (a), participations in L/C Obligations and in Swing Loans) at the time owing to it; provided that (i) except in the prior written consent case of Borroweran assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which consent for this purpose includes Loans outstanding thereunder) subject to each such assignment, determined as of Borrower the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date, shall not be unreasonably withheldless than $5,000,000 unless each of Administrative Agent and, delayed or conditioned, and shall not be required (A) if a Default or an so long as no Event of Default has occurred and is continuing, Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (Bii) in connection with each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not apply to rights in respect of Swing Loans; (iii) any assignment of a Commitment must be approved by Administrative Agent, the L/C Issuer and the Swing Line Lender (which consent will not be unreasonably withheld or delayed) unless the Person that is a Lender or an Affiliate (other than individuals) of the proposed assignee is itself a Lender (provided that Borrower whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500. Subject to acceptance and recording thereof by Administrative Agent pursuant to clause (b) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be deemed a party to have consented this Agreement and, to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof), and (ii) the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Lender may assign and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) all or any portion extent of the Obligationsinterest assigned by such Assignment and Assumption, have the Commitments and the other rights and obligations of such a Lender hereunder under this Agreement, and under the other Loan Documentsassigning Lender thereunder shall, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate of such new Lender to the extent that of the aggregate amount interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be assigned to all such new Lenders is at least $5,000,000); provided, however, that Borrower and Agent may a party hereto but shall continue to deal solely be entitled to the benefits of Sections 3.1, 3.3, 3.4, 11.3 and directly 11.4 with such Lender in connection with respect to facts and circumstances occurring prior to the interest so assigned to an Assignee until (I) written notice effective date of such assignment). Upon request, together with payment instructions, addresses, Borrower (at its expense) shall execute and related information with respect deliver a Note to the Assigneeassignee Lender and, have been given to Borrower and Agent by in such Lender and the Assignee, (II) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b), and (III) unless waived by the Agentevent, the assigning Lender shall return the original Note for cancellation and, if the assignment is for a portion of the assigning Lender's Commitment, replacement by a new Note issued by Borrower and evidencing the assigning Lender's reduced Commitment. Any assignment or Assignee has paid to Agent transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section shall be treated for Agent’s separate account purposes of this Agreement as a processing fee sale by such Lender of a participation in such rights and obligations in accordance with clause (c) of this Section. Notwithstanding the amount foregoing, assignment of $5,000the obligations of the L/C Issuer after the resignation of BankAmerica as L/C Issuer, or any other successor thereafter acting as L/C Issuer, shall be governed by Section 11.5(e) hereof.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Essex Property Trust Inc), Revolving Credit Agreement (Essex Portfolio Lp)
Assignments and Participations. (a) With Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to the Term Loans, the Revolving Loans, the Swing Loans and the Letters of Credit); provided, however, that (i) if any such assignment shall be of the assigning Lender’s Revolving Credit Outstandings and Revolving Credit Commitments, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment and (B) shall be subject to the prior written consent of Borrowerthe Administrative Agent, the Issuer and the Swing Loan Lender (which consent of Borrower consent, in each case, shall not be unreasonably withheldwithheld or delayed), delayed (ii) the aggregate amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 or conditionedan integral multiple of $1,000,000 in excess thereof (treating multiple, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor as a single assignment for purposes of this clause (a)), except, in either case, (A) with the consent of the Borrower and the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to (A) the prior consent of the Administrative Agent (which consent shall not be required unreasonably withheld or delayed) and (AB) if in the case of (1) an assignment with respect to the Revolving Credit Facility or (2) an assignment that causes any Person (other than Credit Suisse or an Affiliate of Credit Suisse), together with any Affiliates of such Person, to hold in excess of 35% of the principal amount of the Obligations, or such assignment is to a Person holding in excess of 35% of the principal amount of the Obligations, in each case, so long as no Default or an Event of Default has occurred and is continuing, or (B) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof), and (ii) the prior written consent of Agent, the Borrower (which consent of Agent shall not be unreasonably withheld, delayed or conditioned, conditioned and which consent shall be deemed to be granted if no response is received from the Borrower within five (5) Business Days following a request for such consent). Any such assignment need not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Lender may assign and delegate to one or more assignees so long ratable as in each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) all or any portion of among the Obligations, the Commitments Term Loan Facilities and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000); provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (I) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee, (II) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b), and (III) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,000Revolving Credit Facility.
Appears in 2 contracts
Samples: Credit Agreement (Knology Inc), Credit Agreement (Knology Inc)
Assignments and Participations. (a) With (i) Any Lender may, with the prior written consent of BorrowerAgent and, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A) if a Default or an so long as no Event of Default has occurred and is continuing, or (B) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) the written consent of a Lender Subsidiary Borrower (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof), and (ii) the prior no written consent of Agent, which consent of Agent or Subsidiary Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an any assignment to a Person that is and delegation by a Lender or to an Affiliate (other than individuals) of a LenderEligible Transferee), any Lender may assign and delegate to one or more assignees so long as in (each case such prospective assignee is an Eligible Transferee (each"Assignee") all, an “Assignee”; provided, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) all or any portion ratable part of all, of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Irish Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000)1,500,000; provided, however, that Subsidiary Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ii) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Subsidiary Borrower and Agent by such Lender and the Assignee, (IIii) such Lender and its Assignee have delivered to Subsidiary Borrower and Agent an Assignment and Acceptance in form and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b)substance satisfactory to Agent, and (IIIiii) unless waived by the Agentassignment occurs prior to the date that is 90 days after the Closing Date, the assigning assignor Lender or Assignee has paid to Agent for Agent’s 's separate account a processing fee in the amount of $5,000. Anything contained herein to the contrary notwithstanding, the consent of Agent and Subsidiary Borrower shall not be required (and payment of any fees shall not be required) if such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of such Lender and no Lender shall assign or participate all or any portion of its Commitment or portion of the Obligations to a Person which it knows is a direct competitor of Subsidiary Borrower.
Appears in 2 contracts
Samples: Loan Agreement (Palm Inc), Loan Agreement (Palm Inc)
Assignments and Participations. (a) With (i) Each Bank may, upon obtaining the prior written consent of Borrower, the Agent and each Issuing Bank (which consent of Borrower by any such party shall not be unreasonably withheldwithheld or delayed), delayed assign to one or conditionedmore banks or other entities all or a portion of its rights and obligations under this Agreement and, on a percentage basis equal to the percentage of the Commitment being assigned, under any Local Currency Addendum (including, without limitation, all or a portion of its Commitment, any Local Currency Commitment, the Advances owing to it and the Letter of Credit Participations and Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s rights and obligations so assigned, (ii) the amount of the Commitment of the assigning Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) may be in the amount of such Bank’s entire Commitment but otherwise shall not be required less than $10,000,000 and shall be an integral multiple of $1,000,000 unless the Company and the Agent otherwise consent, (iii) each such assignment shall be to an Eligible Assignee, and in the case of an assignment of rights and obligations under a Local Currency Addendum, each such assignment shall be to an entity that qualifies as an Eligible Local Currency Bank under the terms of such Local Currency Addendum, (iv) the parties to each such assignment shall (A) execute and deliver to the Agent for its acceptance and recording in the Register, an Assignment and Acceptance (and such other document or documents as may be required by any applicable Local Currency Addendum) and (B) deliver to the Agent a processing and recordation fee of $3,000, except in the case of an assignment by a Bank to an Affiliate; and (v) if a Default or an no Event of Default has occurred and is continuing, or (B) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof), and (ii) the prior written consent of Agent, the Company (which consent of Agent shall not be unreasonably withheld, delayed withheld or conditioned, and delayed) shall not be required in connection with for an assignment by a Bank to an assignee which is not a Person that is a Lender Bank or an Affiliate (other than individuals) of a LenderBank. Upon such execution, any Lender may assign delivery, acceptance and delegate to one or more assignees so long as recording, from and after the effective date specified in each case such prospective assignee is an Eligible Transferee (eachAssignment and Acceptance, an “Assignee”; provided, however, that neither Borrower nor any Affiliate of Borrower which effective date shall be permitted at least two Business Days after the execution thereof, (x) the assignee thereunder shall be a party hereto and to become an Assignee) all or any portion of Local Currency Addendum, if applicable, and, to the Obligationsextent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the Commitments and the other rights and obligations of such Lender a Bank hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 (except any such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or Local Currency Addendum and (y) a group of new Lendersthe Bank assignor thereunder shall, each of whom is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000); provided, however, that Borrower rights and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (I) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, obligations hereunder have been given assigned by it pursuant to Borrower such Assignment and Agent by Acceptance, relinquish its rights and be released from its obligations under this Agreement and under any such Lender and Local Currency Addendum (and, in the Assignee, (II) such Lender and its Assignee have delivered to Borrower and Agent case of an Assignment and Acceptance covering all or the remaining portion of an assigning Bank’s rights and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(bobligations under this Agreement, such Bank shall cease to be a party hereto and to any such Local Currency Addendum), and (III) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,000.
Appears in 2 contracts
Samples: Multicurrency Credit Agreement (Ecolab Inc), Multicurrency Credit Agreement (Ecolab Inc)
Assignments and Participations. (a) With Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to the Revolving Loans, the Swing Loans and the Letters of Credit); PROVIDED, HOWEVER, that (i) the prior written consent of Borrower, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A) if a Default any such assignment shall be of the assigning Lender's Foreign Revolving Credit Outstandings or an Event US Revolving Credit Outstandings and related Revolving Credit Commitment, such assignment shall cover the same percentage of Default has occurred such Lender's Foreign Revolving Credit Outstandings or US Revolving Credit Outstandings, respectively, and is continuingrelated Revolving Credit Commitment, or and (B) in connection with an if any such assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (provided that Borrower shall be deemed to have consented to a proposed of the assigning Lender's Term Loans and Term Loan Commitment, such assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof)shall cover the same percentage of such Lender's Term Loans and Term Loan Commitment, and (ii) the prior written aggregate amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the Assignor's entire interest) be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, except, in either case, (A) with the consent of Agent, which consent of the US Obligors' Agent shall not be unreasonably withheld, delayed and the relevant Administrative Agent or conditioned, and shall not be required in connection with an (B) if such assignment is being made to a Person that is a Lender or an Affiliate or Approved Fund of such Lender, and (other than individualsiii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, any Lender may assign and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that neither Borrower nor any Affiliate of Borrower assignment shall be permitted subject to become an Assignee) all or any portion the prior consent of the Obligationsrelevant Administrative Agent and the US Obligors' Agent (which consent shall not be unreasonably withheld or delayed); PROVIDED, HOWEVER, that, notwithstanding any other provision of this Section 11.2, the Commitments and consent of the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount US Obligors' Agent shall not apply to (x) an be required for any assignment until the Syndication Completion Date or delegation by which occurs when any Lender to any other Lender or an Affiliate Event of any Lender or (y) a group of new Lenders, each of whom is an Affiliate of each other or a fund or account managed by any Default shall have occurred and be continuing. Any such new Lender or an Affiliate of such new Lender to assignment need not be ratable as among the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000); provided, however, that Borrower Term Loan Facility and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (I) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee, (II) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b), and (III) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,000Revolving Credit Facilities.
Appears in 1 contract
Assignments and Participations. (a) With (i) the prior written consent of Borrower, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A) if a Default or an Event of Default has occurred and is continuing, or (B) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof), and (ii) the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Any Lender may assign and delegate to one or more assignees so long as in (each case such prospective assignee is an Eligible Transferee (each"ASSIGNEE") all, an “Assignee”; provided, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) all or any portion ratable part of all, of the Obligations, the Commitments Secured Obligations and the other rights and obligations of such Lender hereunder and under the other Loan Transaction Documents; PROVIDED, HOWEVER, that (i) except in a minimum amount (unless waived by the Agent) case of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lendersanother Lender, each of whom is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate of such new Lender, a Related Fund of a Lender or any assignment by Prudential or any of its affiliates, (A) the Assignee must be an Eligible Transferee, (B) the Borrower (unless an Event of Default has occurred and is continuing) must give its prior written consent to such assignment (which consent shall not be unreasonably withheld or delayed), and (C) the amount of the Loans of the assigning Lender subject to such assignment shall be an amount not less than $1,000,000 or shall be the entire remaining amount of such Loans of such assigning Lender, and (ii) the parties to each such assignment shall execute and deliver to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000); provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (I) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee, (II) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance Agreement (fully completed, including without limitation as to the name, address, contact information and Agent has notified instructions for receipt of payments for such Lender), together with a processing and recordation fee of $1,500. Anything contained herein to the contrary notwithstanding, no processing fee shall be payable pursuant to clause (ii) above if such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of the assigning Lender. Notwithstanding anything to the contrary contained in this Agreement (including Section 15.1), the Borrower and the Agent hereby consent to any assignment to an Eligible Transferee of all, or a ratable part of all, of the Secured Obligations and the other rights and obligations of any Lender of its receipt thereof made in accordance with Section 14.1(b), 15.1(a) of this Agreement and that relate to pre-petition claims against the Borrower (III) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee as defined in the amount Plan of $5,000Reorganization) under the Plan of Reorganization that were confirmed to be transferred by such Lender to such Eligible Transferee prior to the effectiveness of this Agreement.
Appears in 1 contract
Assignments and Participations. (a) With (i) the prior written consent of Borrower, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A1) if a Default or an Event of Default has occurred and is continuing, or continuing and (B2) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof), and (ii) with the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Lender may assign and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (each, an “"Assignee”"; provided, however, that neither Borrower nor any no Loan Party, Affiliate of Borrower a Loan Party or a Defaulting Lender shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom which is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000); provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ii) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee, (IIii) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b13.1(b), and (IIIiii) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s 's separate account a processing fee in the amount of $5,0003,500.
Appears in 1 contract
Samples: Credit Agreement (Realpage Inc)
Assignments and Participations. (a) With Each Lender may assign to one or more banks or other entities all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments, the Loans owing to it and the Note or Notes held by it); provided, however, that: (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) the prior written consent amount of Borrowerthe Commitments and/or Loans of the assigning Lender being assigned pursuant to each such assignment other than an assignment to another Lender (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5 million and shall be an integral multiple of $1 million in excess thereof, unless, in each case, each Borrower and the Administrative Agent otherwise consent, (iii) each such assignment shall be to an Eligible Assignee, and Livent, the Administrative Agent (in each case, unless such assignment shall be to a Lender, an Affiliate of such Lender, a Subsidiary of the assigning Lender, to the bank holding company or a Subsidiary of the bank holding company of which consent the assigning Lender is a Subsidiary or an Approved Fund) and the Issuing Banks (solely to the extent such 122 WEIL:\98721861\10\35899.0596 assignment relates to Revolving Loans or Letter of Borrower Credit Loans) shall have consented to such assignment (which consents shall not be unreasonably withheldwithheld or delayed); provided, delayed or conditioned, and that no consent of Livent shall not be required (A) if a Default or an any Event of Default has occurred and is continuing; provided, or (B) in connection with an assignment to a Person further, that is a Lender or an Affiliate (other than individuals) of a Lender (provided that Borrower Livent shall be deemed to have consented to a proposed such assignment unless it Livent objects thereto by written notice to the Administrative Agent within five ten (510) Business Days after having received receiving notice thereof, and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 paid by either the assigning Lender or the assignee; provided, that the Administrative Agent may, in its sole discretion, elect to waive such recordation fee in the case of any such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (A) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) the Lender assignor thereunder shall relinquish its rights and be released from its obligations under this Agreement, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance. Notwithstanding anything to the contrary contained herein except for the conditions set for in clause (iv) of this Section 9.07(a), any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (a “SPC”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and Livent, the option to provide to either Borrower all or any part of a Loan that such Granting Lender would otherwise be obligated to make to such Borrower pursuant to this Agreement; provided, that (1) nothing herein shall constitute a commitment by any SPC to make any Loan, (2) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one (1) year and one (1) day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this Section 9.07 except for the conditions set forth in clause (iii) of this Section 9.07(a), any SPC may (i) with notice to, but without the prior written consent of, Livent and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender or to any Eligible Assignee (consented to by each Borrower and the Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. This paragraph may not be amended without the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Lender may assign and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000); provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (I) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee, (II) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b), and (III) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,000SPC.
Appears in 1 contract
Samples: Credit Agreement (Livent Corp.)
Assignments and Participations. (a) With The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of Borrower, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A) if a Default or an Event of Default has occurred and is continuing, or (B) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof)all Managing Agents, and (ii) a Lender may not assign or otherwise transfer any of its rights or obligations hereunder to anyone other than an Eligible Assignee; provided that a Lender shall provide prior notice of such assignment to the prior written consent Borrower, the Servicer and the Deal Agent (except in the case of Agentan assignment or other transfer by a Conduit Lender to a Person described in clause (c)(i) of the defined term “Eligible Assignee”, in which consent case such notice may be provided promptly following such assignment). Except in the case of Agent an assignment to another then existing Lender, an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or Revolving Loans or an assignment by a Conduit Lender to a Person described in clause (c)(i) of the defined term “Eligible Assignee”, the amount of the Commitment or Revolving Loans subject to any assignment shall not be unreasonably withheldless than $25,000,000, delayed unless the Borrower otherwise consents. The parties to each such assignment (other than an assignment by a Lender to another Lender or conditionedthe Managing Agent, in each case in the same Lender Group or any Affiliate of such Lender or Managing Agent or an assignment by a Conduit Lender to a Person described in clause (c) of the defined term “Eligible Assignee”) shall execute and deliver to the Deal Agent for recording in the Register (as defined below), an Assignment and Acceptance, and shall not provide a copy thereof to the Collateral Agent, the Servicer and the Borrower. Nothing in this Agreement, expressed or implied, shall be required in connection with an assignment construed to a confer upon any Person that is a Lender or an Affiliate (other than individuals) of a Lenderthe parties hereto, any Lender may assign their respective successors and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (eachassigns permitted hereby, an “Assignee”; provided, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate of such new Lender participants to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000); providedprovided in Section 12.1(b) hereof) any legal or equitable right, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (I) written notice remedy or claim under or by reason of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee, (II) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b), and (III) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,000this Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Credit Acceptance Corp)
Assignments and Participations. (a) With (i) the prior written consent request of Borrower, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A1) if a Default or an Event of Default has occurred and is continuing, or and (B2) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof), and (ii) with the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Lender may assign and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that neither Borrower nor any no Loan Party or Affiliate of Borrower a Loan Party shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom which is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000); provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ii) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee, (IIii) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b13.1(b), and (IIIiii) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,0003,500.
Appears in 1 contract
Assignments and Participations. (a) With (i) the prior written consent of BorrowerEach Lender may and, which consent of Borrower so long as no Default shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A) if a Default or an Event of Default has have occurred and is be continuing, or (B) in connection with an assignment if demanded by the Borrower pursuant to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written Section 9.12 upon at least ten Business Days’ notice to Agent within five (5) Business Days after having received notice thereof), such Lender and (ii) the prior written consent of Administrative Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Lender may will assign and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) Assignees all or any a portion of the Obligations, the Commitments its rights and obligations under this Agreement and the other rights and obligations of such Lender hereunder and under the other Loan DocumentsDocuments (including, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenderswithout limitation, each of whom is an Affiliate of each other all or a fund portion of its Commitment or account managed Commitments, the Advances owing to it and the Note or Notes held by any such new Lender or an Affiliate of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000it); provided, however, that Borrower (i) each such assignment shall be of a uniform, and Agent may continue not a varying, percentage of all rights and obligations under and in respect of any or all Facilities, (ii) except in the case of an assignment to deal solely a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and directly with such Lender in connection with obligations under this Agreement, the interest so aggregate amount of the Commitments being assigned to an such Eligible Assignee until pursuant to such assignment (Idetermined as of the date of the Assignment and Assumption with respect to such assignment) written notice shall in no event be less than $1,000,000 (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, together with payment instructionsthe Borrower), addresses, and related information with respect (iii) each such assignment shall be to the Assignee, have been given to Borrower and Agent by such Lender and the an Eligible Assignee, (IIiv) no such assignments shall be permitted without the consent of the Administrative Agent until the Administrative Agent shall have notified the Lender Parties that syndication of the Commitments hereunder has been completed, (v) each such assignment made as a result of a demand by the Borrower pursuant to Section 9.12 shall be arranged by the Borrower after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (vi) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to Section 9.12 unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount specified in clause (i) of the proviso to Section 9.12 and (vii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its Assignee have delivered to Borrower acceptance and Agent recording in the Register, an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance Assumption, together with Section 14.1(bany Note or Notes (if any), and (III) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,000.
Appears in 1 contract
Assignments and Participations. (a) With (i) The Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of Borrower, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, the Administrative Agent and shall not be required (A) if a Default or an Event of Default has occurred and is continuing, or (B) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof), and (ii) the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a each Lender, any . Each Lender may and, if demanded by the Borrower pursuant to Section 2.14, will assign and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) banks or other entities all or any a proportionate part of all of its rights and obligations under this Agreement (including, without limitation, all or a portion of the its Commitments, L/C Obligations, the Commitments Committed Advances owing to it and the other rights and obligations of Term Notes or the Revolving Credit Notes held by it, but excluding such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000Lender's Competitive Bid Advances); provided, however, that (i) each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations under and in respect of the Facilities, (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, or shall be an assignment to another Lender or an assignment of all of the assigning Lender's rights and obligations hereunder and under the Notes, (iii) each such assignment shall be to another Lender, an Affiliate of the assigning Lender or, subject (at all times prior to the occurrence and continuance of an Event of Default) to the consent of the Borrower (such consent not to be unreasonably withheld), to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to Section 2.14 shall be arranged by the Borrower after consultation with the Administrative Agent and Agent may continue shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to deal solely make any such assignment as a result of a demand by the Borrower pursuant to Section 2.14 unless and directly with until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in connection with an aggregate amount at least equal to the interest so assigned aggregate outstanding principal amount of the Advances owing to an Assignee until (I) written notice of such assignmentLender, together with payment instructions, addresses, and related information with respect accrued interest thereon to the Assigneedate of payment of such principal amount and all other amounts payable to such Lender under this Agreement and (vi) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Term Notes or Revolving Credit Notes subject to such assignment and a processing and recordation fee of $3,500 from the assignee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been given assigned by it pursuant to Borrower such Assignment and Agent by such Lender Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the Assignee, (II) such Lender and its Assignee have delivered to Borrower and Agent case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and Agent has notified the assigning obligations under this Agreement, such Lender of its receipt thereof in accordance with Section 14.1(bshall cease to be a party hereto), and (III) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,000.
Appears in 1 contract
Samples: Credit Agreement (Laboratory Corp of America Holdings)
Assignments and Participations. (a) With (i) the prior written consent of Borrower, Borrower (which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be (x) required if (Ai) if a Payment Default or an Insolvency Default has occurred and is continuing or (ii) any other Event of Default has occurred and is continuinghas been continuing for a period of at least 30 days, or (By) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (provided that Borrower shall be deemed with respect to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof)Direct Competitors, and (ii) the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed conditioned or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lenderdelayed), any Lender may assign and delegate to one or more assignees so long as in (each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided) that are Eligible Transferees all, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) all or any portion ratable part of all, of the Obligations, the Commitments Revolver Commitments, the Loans and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum or the remaining amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender Lender’s Revolver Commitment or (y) a group amount of new LendersLoans, each of whom is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000if less); provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ii) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee, (IIii) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance Acceptance, fully executed and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b)delivered by each party thereto, and (IIIiii) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,0003,500; provided that such fee shall not be payable upon and after the purchase of the Obligations by Ares Management LLC under the Loan Purchase Agreement. Anything contained herein to the contrary notwithstanding, the payment of any fees shall not be required and the consent of Borrower shall not be required if such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of the assigning Lender.
Appears in 1 contract
Samples: Credit Agreement (Ares Commercial Real Estate Corp)
Assignments and Participations. (a) With (i) Any Lender may, with the prior written consent of BorrowerAgent and, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A) if a Default or unless an Event of Default has occurred and is continuing, or (B) in connection continuing with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof), and (ii) the prior written consent of Agent, which the Borrower (such consent of Agent shall the Borrower not to be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lenderdelayed), any Lender may assign and delegate to one or more assignees so long as (provided that no written consent of Agent shall be required in each case such prospective assignee is connection with any assignment and delegation by a Lender to an Eligible Transferee Transferee) (eacheach an "ASSIGNEE") all, an “Assignee”; provided, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) all or any portion ratable part of all, of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders5,000,000; PROVIDED, each of whom is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate of such new Lender to the extent HOWEVER, that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000); provided, however, that Borrower Obligors and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ii) written notice of such assignment, together with payment instructions, addresses, addresses and related information with respect to the Assignee, shall have been given to Borrower and Agent by such Lender and the Assignee, ; (IIii) such Lender and its Assignee shall have delivered to Borrower and Agent an Assignment and Acceptance in form and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b), substance satisfactory to Agent; and (IIIiii) unless waived by the Agent, the assigning assignor Lender or Assignee has paid to Agent for Agent’s 's sole and separate account a processing fee in the amount of $5,000. Anything contained herein to the contrary notwithstanding, the consent of Agent shall not be unreasonably withheld if such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of such Lender.
Appears in 1 contract
Samples: Loan and Security Agreement (3do Co)
Assignments and Participations. (a) With (i) the prior written consent of Borrower, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A) if a Default or an Event of Default has occurred and is continuing, or (B) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof), and (ii) the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and and, in each case, consent shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Lender may assign and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; ” (provided, however, that neither Borrower nor any no Loan Party or Affiliate of Borrower a Loan Party shall be permitted to become an AssigneeAssignee except pursuant to Section 13.1(i)) all or any portion of the Obligations, the Commitments Obligations and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 1,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom which is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,0001,000,000); provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ii) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee, (IIii) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b13.1(b), and (IIIiii) unless waived by the AgentAgent in its sole discretion, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,0003,500. From and after the date that Agent notifies the assigning Lender (with a copy to Borrower) that it has received an executed Assignment and Acceptance and, if applicable, payment of the required processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall be a “Lender” and shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assigning Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except with respect to Section 10.3) and be released from any future obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto); provided, however, that nothing contained herein shall release any assigning Lender from obligations that survive the termination of this Agreement, including such assigning Lender’s obligations under Section 15 and Section 17.9(a). By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto, (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or the performance or observance by Borrower of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto, (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance, (iv) such Assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement, (v) such Assignee appoints and authorizes Agent to take such actions and to exercise such powers under this Agreement and the other Loan Documents as are delegated to Agent, by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, and (vi) such Assignee agrees that it will perform all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. Immediately upon Agent’s receipt of the required processing fee, if applicable, and delivery of notice to the assigning Lender pursuant to Section 13.1(b), this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of Obligations owing to the Lenders arising therefrom.
Appears in 1 contract
Assignments and Participations. (a) With Each Lender may sell, transfer, negotiate or assign to one or more other Lenders or Eligible Assignees all or a portion of the Notes held by it and a commensurate portion of its rights and obligations hereunder and under the -118- 126 other Loan Documents; provided, however, that (i) the prior written aggregate amount of the Loan being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000.00, except (x) with the consent of the Administrative Agent and Borrower (unless such Eligible Assignee, following the assignment, will hold more than $5,000,000.00 of the Loan), provided that Borrower, which 's consent of Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (Ay) if a Default or during the continuance of an Event of Default has occurred and is continuingDefault, or (Bz) in connection with an assignment to a Person that is a Lender may assign a portion of the Notes held by it to another existing Lender or an Affiliate (other than individuals) of a Lender (Lenders only, provided that Borrower the aggregate amount of the Notes retained by the assignor after the transfer pursuant to this clause (z) shall in no event be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof)less than $10,000,000, and (ii) each assignee hereunder shall also be an Eligible Assignee. The parties to each assignment shall execute and deliver to the prior written consent of Administrative Agent, which consent of Agent shall not be unreasonably withheldfor its acceptance and recording, delayed or conditionedan Assignment and Acceptance, and shall not be required in connection together with an assignment to a Person that is a Lender the Notes (or an Affiliate Affidavit of Loss and Indemnity with respect to such Notes satisfactory to the Administrative Agent) subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in such Assignment and Acceptance, (other than individualsA) of the assignee thereunder shall become a Lenderparty hereto and, any Lender may assign to the extent that rights and delegate obligations under the Loan Documents have been assigned to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (eachpursuant to such Assignment and Acceptance, an “Assignee”; provided, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) all or any portion of have the Obligations, the Commitments and the other rights and obligations of such a Lender hereunder and under thereunder, and (B) the other Loan Documentsassignor thereunder shall, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000); provided, however, that Borrower rights and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (I) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, obligations under this Agreement have been given assigned by it pursuant to Borrower such Assignment and Agent by such Lender Acceptance, relinquish its rights (except those which survive the payment in full of the Obligations) and be released from its obligations under the AssigneeLoan Documents (and, (II) such Lender and its Assignee have delivered to Borrower and Agent in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and Agent has notified obligations under the assigning Loan Documents, such Lender of its receipt thereof in accordance with Section 14.1(bshall cease to be a party hereto), and (III) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,000.
Appears in 1 contract
Assignments and Participations. (a) With (i) Any Lender may, with the prior written consent of Borrower, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A) if a Default or an Event of Default has occurred and is continuing, or (B) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender Agent (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by no written notice to Agent within five (5) Business Days after having received notice thereof), and (ii) the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an any assignment to a Person that is and -85- delegation by a Lender or to an Affiliate (other than individuals) of a LenderEligible Transferee), any Lender may assign and delegate to one or more assignees so long as in (each case such prospective assignee is an Eligible Transferee (each"ASSIGNEE") all, an “Assignee”; provided, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) all or any portion ratable part of all, of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Affiliate of a Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom is an Affiliate of each other or to a fund or account managed by any a Lender provided that if the minimum amount is not met Borrowers and Agent may continue to deal solely and directly with such new Lender or an Affiliate of such new Lender to in connection with the extent that the aggregate amount to be interest so assigned to all such new Lenders is at least $5,000,000an Assignee); providedPROVIDED, howeverHOWEVER, that Borrower Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ii) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Administrative Borrower and Agent by such Lender and the Assignee, (IIii) such Lender and its Assignee have delivered to Administrative Borrower and Agent an Assignment and Acceptance in form and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b)substance satisfactory to Agent, and (IIIiii) unless waived by the Agent, the assigning assignor Lender or Assignee has paid to Agent for Agent’s 's separate account a processing fee in the amount of $5,000. Anything contained herein to the contrary notwithstanding, the consent of Agent shall not be required (and payment of any fees shall not be required) if such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of such Lender or the assignee is an Affiliate (other than individuals) of, or a fund, money market account, investment account or other account managed by a Lender or an Affiliate of a Lender.
Appears in 1 contract
Samples: Loan and Security Agreement (Peregrine Systems Inc)
Assignments and Participations. (a) With (i) the prior written consent of BorrowerEach Lender may and, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A) if a Default or an Event of so long as no Default has occurred and is continuing, or (B) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (provided that if demanded by the Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written upon at least 5 Business Days' notice to Agent within five (5) Business Days after having received notice thereof), such Lender and (ii) the prior written consent of Administrative Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Lender may assign and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) Assignees all or any a portion of the Obligations, the Commitments and the other its rights and obligations of such Lender hereunder and under the other Loan Documentsthis Agreement (including, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenderswithout limitation, each of whom is an Affiliate of each other all or a fund portion of its Commitment or account managed Commitments, the Advances owing to it and any Note or Notes held by any such new Lender or an Affiliate of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000it); provided, however, that Borrower (i) each such assignment shall be of a uniform, and Agent may continue not a varying, percentage of all rights and obligations under and in respect of one or more Facilities, (ii) except in the case of an assignment to deal solely and directly with such Lender in connection with the interest so assigned a Person that, immediately prior to an Assignee until (I) written notice of such assignment, together with payment instructionswas a Lender, addressesan Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender's rights and obligations under this Agreement, the aggregate amount of the Commitments being assigned to such Eligible Assignee pursuant to such assignment (determined as of the date of the Assignment and related information Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (or such lesser amount as shall be approved by the Assignee, have been given to Borrower and Agent by the Administrative Agent) and shall be in an integral multiple of $500,000, (iii) each such Lender and the assignment shall be to an Eligible Assignee, (IIiv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) no such assignments shall be permitted without the consent of the Administrative Agent until the Administrative Agent shall have notified the Lender Parties that syndication of the Commitments hereunder has been completed, and (vii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its Assignee have delivered to Borrower acceptance and Agent recording in the Register, an Assignment and Acceptance Acceptance, together with any Note or Notes subject to such assignment and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b), and (III) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing and recordation fee in the amount of $5,0003,500.
Appears in 1 contract
Samples: Credit Agreement (Safety 1st Inc)
Assignments and Participations. (a) With (i) the prior written consent of Borrower, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, Each Lender and shall not be required (A) if a Default or an Event of Default has occurred and is continuing, or (B) in connection with an assignment to a Person that is a Lender or an Affiliate Tranche B Investor (other than individualsthe Fronting Lender) of a Lender (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof)may sell, and (ii) the prior written consent of Agenttransfer, which consent of Agent shall not be unreasonably withheld, delayed negotiate or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Lender may assign and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) Assignees all or any a portion of the Obligations, the Commitments and the other its rights and obligations hereunder (including all of such Lender hereunder its rights and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate of such new Lender obligations with respect to the extent that Revolving Loans, the aggregate amount to be assigned to all such new Lenders is at least $5,000,000Swing Loans, the Letters of Credit and the Credit-Linked Deposits); provided, however, that (i) any such assignment shall cover the same percentage of such assignor’s Outstandings and Commitment (or Tranche B Deposit Amount, as applicable), (ii) the aggregate amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall (if less than the assignor’s entire interest) be an integral multiple of $1,000,000 unless such assignment is made with the consent of the Borrower and the Administrative Agent or is made to a Lender (or a Tranche B Investor) or an Affiliate or an Approved Fund of a Lender (or a Tranche B Investor) and (iii) if such assignment is of any Tranche A Loan prior to the Revolving Credit Termination Date, unless such Eligible Assignee is a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the prior consent of each Issuer, the Administrative Agent and the Borrower (which consent shall, in each case, not be unreasonably withheld or delayed); and provided, further, that, notwithstanding any other provision of this Section 11.2, the consent of the Borrower shall not be required for any assignment occurring (x) on or prior to the Syndication Completion Date or (y) when any Default or an Event of Default shall have occurred and be continuing. The Fronting Lender may continue sell, transfer, negotiate or assign to deal solely (A) one successor Fronting Lender pursuant to Section 10.7 (Successor Fronting Lender)) or (B) one or more Tranche B Investors that are Eligible Assignees, all or a portion of its rights and directly with such Lender in connection with the interest so assigned to an Assignee until obligations hereunder (I) written notice including all of such assignment, together with payment instructions, addresses, its rights and related information obligations with respect to the AssigneeRevolving Loans, have been given to Borrower and Agent by such Lender the Swing Loans and the AssigneeLetters of Credit); provided, however, that (IIx) if any such Lender assignment shall be of the Fronting Lender’s Outstandings and its Assignee have delivered Commitment, such assignment shall cover the same percentage of such Lender’s Outstandings and Commitment and (y) the aggregate amount being assigned pursuant to Borrower and Agent an each such assignment (determined as of the date of the Assignment and Acceptance and Agent has notified with respect to such assignment) shall (if less than the assigning Lender of its receipt thereof in accordance with Section 14.1(b), and (IIIAssignor’s entire interest) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount be an integral multiple of $5,0001,000,000 unless such assignment is made with the consent of the Borrower and the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Washington Group International Inc)
Assignments and Participations. (a) With (i) the prior written consent of BorrowerEach Lender may and, which consent of Borrower so long as no Default shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A) if a Default or an Event of Default has have occurred and is be continuing, or if demanded by the Parent Borrower (Bfollowing a demand by such Lender pursuant to Section 2.10) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written upon at least five Business Days' notice to Agent within five (5) Business Days after having received notice thereof), such Lender and (ii) the prior written consent of Administrative Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Lender may will assign and delegate to one or more assignees so long Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment or Commitments, the Advances owing to it and the Note or Notes held by it); PROVIDED, HOWEVER, that (i) each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations under and in respect of all of the Facilities, (ii) except in the case of an assignment of all of a Lender's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000, (iii) each case such prospective assignee is assignment shall be to an Eligible Transferee Assignee, (each, an “Assignee”; provided, however, that neither iv) each such assignment made as a result of a demand by the Parent Borrower nor any Affiliate of Borrower pursuant to this Section 8.07(a) shall be permitted to become arranged by the Parent Borrower after consultation with the Administrative Agent and shall be either an Assignee) assignment of all or any portion of the Obligations, the Commitments and the other rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Parent Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Parent Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) no such assignments shall be permitted without the consent of the Syndication Agent until the Syndication Agent shall have notified the Lender Parties that syndication of the Commitments hereunder has been completed, and under (vii) the other Loan Documentsparties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a minimum amount processing and recordation fee of (unless waived by the AgentA) of $5,000,000 1,500 if such assignment is to an existing Lender Party, (except B) $0 if such minimum amount shall not apply assignment is to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000); provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (I) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee, (II) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b), Party and (IIIC) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee $3,000 in the amount of $5,000all other cases.
Appears in 1 contract
Assignments and Participations. (a) With (i) the prior written consent of Borrower, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A1) if a Default or an Event of Default has occurred and is continuing, continuing or (B2) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5an “Affiliated Lender”) Business Days after having received notice thereof), and (ii) with the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, so long as such Affiliated Lender, at the time of assignment, has the credit worthiness to satisfy its obligations under this Agreement, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) Affiliated Lender so long as such Affiliated Lender, at the time of a Lenderassignment, has the credit worthiness to satisfy its obligations under this Agreement, any Lender may assign and delegate to one or more assignees so long as in (each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, provided that neither Borrower nor any no Loan Party or Affiliate of Borrower a Loan Party shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 10,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom which is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,00010,000,000); provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ii) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee, (IIii) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b13.1(b), and (IIIiii) the Assignee delivers to Agent and Borrower certificates, documents or other evidence required pursuant to Section 16(c), (d) or (e), and (iv) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,0003,500.
Appears in 1 contract
Samples: Credit Agreement (Actuate Corp)
Assignments and Participations. (a) With Each Lender may assign to one or more banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Loans owing to it and the Note or Notes held by it); provided however, that: (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement (other than any Swing Loans), (ii) the prior written consent amount of the Commitments and/or Loans of the assigning Lender being assigned pursuant to each such assignment other than an assignment to another Lender (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $10,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, and (unless such assignment shall be to a Lender, an Affiliate of such Lender, a Subsidiary of the assigning Lender, or to the bank holding company or a Subsidiary of the bank holding company of which the assigning Lender is a Subsidiary) the U.S. Borrower, the Administrative Agent, the Issuing Banks and the Swing Loan Lenders shall have been notified by the Administrative Agent prior to such assignment and shall have consented to such assignment (which consent of Borrower consents shall not be unreasonably withheld, delayed withheld or conditioned, and delayed); provided that no consent of the U.S. Borrower shall not be required (A) if a Default or an Event of Default under Section 7.01(a) or (e) has occurred and is continuing; provided further, or (B) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) the consent of a Lender (provided that the U.S. Borrower shall be deemed to have consented been received with respect to a any such proposed assignment unless it objects the U.S. Borrower has notified the Administrative Agent in writing of its objection thereto by within 10 Business Days of the U.S. Borrower’s receipt of written notice thereof, and FIFTH AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION 105 (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 paid by either the assigning Lender or the assignee; provided that the Administrative Agent within five may, in its sole discretion, elect to waive such recordation fee in the case of any such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (5x) Business Days after having received notice thereofthe assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall relinquish its rights and be released from its obligations under this Agreement, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance. Notwithstanding anything to the contrary contained herein except for the conditions set for in clause (iv) of this Section 9.07(a), any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (a “SPC”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the U.S. Borrower, the option to provide to a Borrower all or any part of a Loan that such Granting Lender would otherwise be obligated to make to such Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Loan, (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Advance, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this Section 9.07 except for the conditions set forth in clause (iii) of this Section 9.07(a), any SPC may (i) with notice to, but without the prior written consent of, the U.S. Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender or to any Eligible Assignee (consented to by the U.S. Borrower and the Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non- public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. This paragraph may not be amended without the prior written consent of Agentthe SPC. (b) By executing and delivering an Assignment and Acceptance, which consent of Agent shall not be unreasonably withheldthe Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, delayed such assigning Lender makes no representation or conditionedwarranty and assumes no responsibility with respect to any statements, and shall not be required warranties or representations made in or in connection with this FIFTH AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION 106 Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower or the performance or observance by any Borrower of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements referred to in Section 5.03 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon any Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an assignment Eligible Assignee; (vi) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Person that is Lender. (c) Each New Lender shall submit a New Commitment Acceptance in accordance with the provisions of Section 2.06(b). Upon the execution, delivery, acceptance and recording of a New Commitment Acceptance, from and after the Increase Date related thereto such New Lender shall be a party hereto and have the rights and obligations of a Lender hereunder having the Commitment specified therein (or such lesser Commitment as shall be allocated to such New Lender in accordance with Section 2.06(b)(vi) or 2.15(d)). By executing and delivering a New Commitment Acceptance, the New Lender thereunder confirms to and agrees with the other parties hereto as follows: (i) such New Lender hereby agrees that no Lender has made any representation or warranty, or assumes any responsibility with respect to, (x) any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto or (y) the financial condition of any Borrower or the performance or observance by any Borrower of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto; (ii) such New Lender confirms that it has received a copy of this Agreement, together with copies of the financial statements referred to in Section 5.03 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such New Commitment Acceptance; (iii) such New Lender will, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (iv) such New Lender confirms that it is an Affiliate Eligible Assignee; (other than individualsv) such New Lender appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (vi) such New Lender agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Administrative Agent, acting solely for this purpose as a non- fiduciary agent of the Borrowers, shall maintain at its address referred to in Section 9.02 a copy of each Assignment and Acceptance and each New Commitment Acceptance delivered to and FIFTH AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION 107 accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitments of, and principal and interest amounts of the Loans owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and each Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the U.S. Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. The Administrative Agent shall provide the U.S. Borrower with a copy of the Register upon reasonable request. (e) (i) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee representing that it is an Eligible Assignee, together with any Revolving Loan Note or Notes subject to such assignment, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit C-1 hereto, (1) accept such Assignment and Acceptance, (2) record the information contained therein in the Register and (3) give prompt notice thereof to the U.S. Borrower. Within five Business Days after its receipt of such notice, the relevant Borrower, at its own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Revolving Loan Note or Notes a new Revolving Loan Note to the order of such Eligible Assignee in an amount equal to the Commitments and/or Loans assumed by it pursuant to such Assignment and Acceptance and a new Revolving Loan Note to the order of the assigning Lender in an amount equal to the Commitments and/or Loans retained by it hereunder. Such new Revolving Loan Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Revolving Loan Note or Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of Exhibit A-l hereto. Such surrendered Revolving Loan Note or Notes shall be marked “canceled” and shall be returned promptly to the U.S. Borrower. (ii) Upon its receipt of a LenderNew Commitment Acceptance executed by a New Lender representing that it is an Eligible Assignee, the Administrative Agent shall, if such New Commitment Acceptance has been completed and is in substantially the form of Exhibit C-3 hereto, (1) accept such New Commitment Acceptance, (2) record the information contained therein in the Register and (3) give prompt notice thereof to the U.S. Borrower. Within five Business Days after its receipt of such notice, the relevant Borrower, at its own expense, shall execute and deliver to the Administrative Agent a new Revolving Loan Note to the order of such New Lender in an amount equal to the Commitments assumed by it pursuant to such New Commitment Acceptance. Such new Revolving Loan Note shall be dated the relevant Increase Date and shall otherwise be in substantially the form of Exhibit A-l hereto. (f) Each Lender may, without the consent of, or notice to, any Lender may assign and delegate Borrower, the Administrative Agent or any other Person, sell participations to one or more assignees so long as banks or other entities (other than (x) any natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person), (y) any Borrower or any Affiliates of such Borrower or (z) any Defaulting Lender) in each case such prospective assignee is an Eligible Transferee or to a portion of its rights and obligations under this Agreement (eachincluding, an “Assignee”without limitation, a portion of its Commitments, the Loans owing to it and the Note or Notes held by it); provided, provided however, that neither Borrower nor any Affiliate of Borrower (i) such Lender’s obligations under this Agreement (including, without limitation, its Commitments hereunder) shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000); provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (I) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assigneeremain unchanged, (IIii) such Lender and its Assignee have delivered shall remain solely responsible to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b), and (III) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,000.other parties
Appears in 1 contract
Samples: Credit Agreement (FMC Corp)
Assignments and Participations. (a) With (i) Any Lender may, with the prior written consent of Borrower, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A) if a Default or an Event of Default has occurred and is continuing, or (B) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender Agent (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by no written notice to Agent within five (5) Business Days after having received notice thereof), and (ii) the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with any assignment and delegation by a Lender to an Eligible Transferee and no notice to Agent shall be required in connection with any assignment and delegation by a Lender to a Person that is an Affiliate of a Lender or an Affiliate (other than individuals) of a fund or account managed by a Lender), any Lender may assign and delegate to one or more assignees so long as in (each case such prospective assignee is an Eligible Transferee (each"Assignee") all, an “Assignee”; provided, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) all or any portion part of all, of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Affiliate of a Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom is an Affiliate of each other or to a fund or account managed by any such new Lender or an Affiliate of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000a Lender); providedPROVIDED, howeverHOWEVER, that Borrower Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ii) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Administrative Borrower and Agent by such Lender and the Assignee, (IIii) such Lender and its Assignee have delivered to Administrative Borrower and Agent an a fully executed Assignment and Acceptance and Agent has notified substantially in the assigning Lender form of its receipt thereof in accordance with Section 14.1(b)EXHIBIT A-1, and (IIIiii) unless waived by the Agent, the assigning assignor Lender or Assignee has paid to Agent for Agent’s 's separate account a processing fee in the amount of $5,000. Anything contained herein to the contrary notwithstanding, the consent of Agent shall not be required (and payment of any fees shall not be required) if such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of such Lender or the assignee is an Affiliate (other than individuals) of, or a fund, money market account, investment account or other account managed by a Lender or an Affiliate of a Lender.
Appears in 1 contract
Samples: Loan and Security Agreement (Dairy Mart Convenience Stores Inc)
Assignments and Participations. (a) With Except as expressly permitted in the Operative Documents, no Borrower or Borrower Party may assign or transfer its rights or delegate its obligations hereunder or under 23 <PAGE> [Loan Agreement] any other Operative Document without the prior consent of GFC, Ex-Im Bank and the Facility Agent. (b) Any Lender may at any time (i) change its Lending Office or Lending Offices to any other office of such Lender upon giving prior written notice of such change to the Facility Agent, the Borrowers and the Borrower Parties and/or (ii) with the prior written consent approval of Borrower, which consent of Borrower shall GFC (such approval not to be unreasonably withheld, withheld or delayed or conditioned, and shall not to be required (A) if a Default in relation to any such assignment or transfer made at any time when an Event of Default has occurred and is continuing), assign or transfer all or any of its rights, benefits and obligations hereunder to any one or more banks or financial institutions in accordance with Section 12.5(e). Upon delivery of a completed Transfer Certificate by the assigning Lender to the Facility Agent, GFC, each Borrower and each Borrower Party, the assignee shall, on and as of the Transfer Date specified therein, have, to the extent of such assignment or transfer, the obligations, rights and benefits of a Lender hereunder holding a portion of the Loan or Loans assigned or transferred to it (Bin addition to the portion of the Loans, if any, theretofore held by such assignee) and the assigning or transferring Lender shall, to the extent of such assignment or transfer have no further rights hereunder or under the related Notes and shall be released from the Commitment (or portion thereof) so assigned or transferred, provided that (other than in connection with an assignment to a Person that is a Lender Ex-Im Bank) if any change in Lending Office or an Affiliate (assignment or transfer would subject any Borrower, any Borrower Party, any Lessee, any Lessee Party or any Guarantor to any greater obligation or liability under the Borrower Indemnity Agreement or any other Operative Document than individuals) it would have been under on such date if no such change in Lending Office, assignment or transfer had then taken place, then unless such change in Lending Office, assignment or transfer was made at the request of a Lender (provided that GFC to mitigate or avoid the requirement for payment of additional amounts or increased costs under or any illegality under the Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof)Indemnity Agreement or any other Operative Document, and (ii) the prior written consent of Agentrelevant Lender, which consent of Agent assignee or transferee shall not be unreasonably withheldentitled to receive any greater payment under the Borrower Indemnity Agreement or any other Operative Document than such Lender, delayed the assignor or conditionedtransferor would have been entitled to receive had no such change in Lending Office, and assignment or transfer taken place. No Transfer Certificate shall not be required in connection with the case of an assignment to a Person that is or transfer by a Lender to Ex-Im Bank required pursuant to the terms of the Ex-Im Bank Guarantee, but the effect of any such assignment or an Affiliate transfer shall be the same as set out in the preceding sentence, notwithstanding that the Transfer Certificate shall not have been given. (other than individualsc) Without limiting the provisions of a LenderSection 14 of the Participation Agreement or Section 11.13 of this Agreement, all non-public information provided to the Facility Agent, the Security Trustee and the Lenders by any Borrower, any Lender may assign Borrower Party, any Guarantor, any Lessee or any Lessee Party shall be treated as confidential by the Facility Agent, the Security Trustee and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (eachthe Lenders, an “Assignee”; provided, however, that neither any Lender may furnish any information concerning any Borrower, any Borrower nor Party, any Affiliate Guarantor, any Lessee or any Lessee Party in the possession of Borrower such Lender from time to time to assignees and participants (including bona fide prospective assignees and participants), provided such Persons have agreed to maintain the confidentiality of all such non-public information so furnished and any such information may be disclosed as required by Applicable Laws. (d) On the date upon which an assignment or transfer takes place pursuant to the foregoing provisions the assignee or transferee (other than Ex-Im Bank) shall be permitted pay to become an Assigneethe 24 <PAGE> [Loan Agreement] Facility Agent for its own account a fee of US$2,500, it being understood that the Facility Agent shall have no recourse to any party to the Operative Documents (other than such assignee or transferee) for the payment of such fee. (e) If any Lender (other than Ex-Im Bank) wishes to assign or transfer all or any portion of its rights, benefits and obligations hereunder as contemplated in Section 12.5(b), then such assignment or transfer may be effected (i) in the case of an assignment or transfer to a Person (other than Ex-Im Bank) on the Transfer Date specified in the relevant Transfer Certificate or (ii) in the case of a transfer or assignment to Ex-Im Bank as a result of a demand under the terms of the ObligationsEx-Im Bank Guarantee, on the Commitments date of such transfer. To the extent that pursuant to such Transfer Certificate and the other provisions thereof the rights and obligations of such Lender hereunder and under the other Loan Operative Documents (to which the Lenders are party) are validly transferred to and assumed by the assignee or transferee, such Lender shall be released from further obligations hereunder and under the other Operative Documents, other than accrued rights owing to any party hereunder and thereunder. (f) No Lender (other than Ex-Im Bank, any of its transferees or any further transferees) may assign or transfer any of its rights or obligations hereunder as contemplated by this Section 12.5 unless contemporaneously therewith it assigns or transfers to the same assignee or Transferee all or a corresponding part of its rights, benefits and obligations under each of the other Operative Documents to which such Lender is party. Further, if any Lender assigns or transfers to any assignee or Transferee the corresponding proportion of its interest in a minimum amount (unless waived the Notes, and if the Facility Agent assigns or transfers its right to receive payment hereunder no such transfer or assignment or transfer by such Lender or by the Agent) Facility Agent shall be effective unless the Facility Agent records such assignee's or Transferee's interest in the Notes or the assigned or transferred right of $5,000,000 (except such minimum amount shall not apply the Facility Agent to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate of such new Lender to receive payment hereunder in the extent register that the aggregate amount Facility Agent is required to maintain in accordance with Sections 4.6 hereof and 5.01 of the Ex-Im Bank Guarantee, such entry to be assigned to all such new Lenders is at least $5,000,000); providedconclusive and binding, however, that Borrower save in the case of manifest error. (g) Any assigning or transferring Lender (other than Ex-Im Bank and Agent may continue to deal any subsequent Transferees) shall be solely responsible for (and directly with such Lender will not seek indemnification from any Borrower, any Borrower Party, any Guarantor, any Lessee or any Lessee Party in respect of) all of its costs and expenses for any assignment, transfer or participation under this Section 12.6 including, without limitation, all costs in connection with any amendment to or supplement to, or registration of or re-registration of the interest so assigned to an Assignee until Security Documents and any legal fees and expenses relating thereto (I) written notice of or may procure that any Transferee or participant pay such assignment, together with payment instructions, addresses, costs and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee, (II) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(bexpenses), and (III) unless waived by such assignment or transfer was effected at the Agent, request of GFC to mitigate the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount imposition of $5,000.any Claims. 12.6
Appears in 1 contract
Samples: Loan Agreement
Assignments and Participations. (a) With Each Lender (ix) may with the consent of (1) the prior written consent Agent (in the case of Borroweran assignment of a Revolving Credit Commitment to a Person other than a Revolving Lender, which consent an Affiliate of Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A) if a Default Revolving Lender or an Approved Fund with respect to a Revolving Lender or in the case of an assignment of a Term Loan or a Term Loan Commitment to a Person other than a Lender, an Affiliate of a Lender or an Approved Fund), (2) each Issuing Bank (in the case of an assignment of Revolving Credit Commitment) and, (3) so long as no Event of Default has occurred and is continuing, and other than with respect to (A) an assignment of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund or (B) in connection with an assignment of a Revolving Credit Commitment to a Person that is a an existing Revolving Lender or a Term Loan Commitment to an Affiliate existing Revolving Lender or Term Lender, the Borrower (other than individuals) of a Lender (which consents shall not be unreasonably withheld or delayed and provided that the Borrower shall be deemed to have consented to a proposed any such assignment unless it objects shall object thereto by written notice to the Agent within five (5) ten Business Days after having received notice thereof), and (iiy) will, if demanded by the prior written consent of Borrower (following a demand by such Lender pursuant to Section 2.11, 2.14 or 2.20 or if such Lender is affected by an event described in Section 2.12 or is a Defaulting Lender) upon at least five Business Days’ notice to such Lender and the Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Lender may assign and delegate to one or more assignees so long as Persons all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Credit Commitment, the Loans and Advances owing to it, its participations in each case such prospective assignee is an Eligible Transferee (each, an “Assignee”Letters of Credit and the Note or Notes held by it) in accordance with Section 8.15; provided, however, that neither Borrower nor any Affiliate of Borrower (i) each such assignment shall be permitted of a constant, and not a varying, percentage of all of its rights and obligations under the relevant facility under this Agreement, (ii) except in the case of an assignment to become a Person that, immediately prior to such assignment, was a Lender or an Assignee) assignment of all or any portion of a Lender’s rights and obligations under this Agreement, the amount of the Obligationsapplicable Commitment (or, if the relevant Commitment has terminated, of the principal amount of the Loans under the applicable facility) of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than (x) in the case of an assignment of Revolving Credit Commitment (or, if the Revolving Credit Commitments have terminated, Loans under the Revolving Credit Facility), $5,000,000 (and shall be an integral multiple of $1,000,000), and (y) in the case of an assignment of an A-1 Term Loan Commitment (or, if applicable, an A-1 Term Loan) or an A-2 Term Loan Commitment (or, if applicable, an A-2 Term Loan), $1,000,000, in each case unless the Agent and, if no Default has occurred and is continuing, the Commitments Borrower otherwise agree, (iii) each such assignment shall be to an Eligible Assignee and shall comply with Section 8.07(h), (iv) each such assignment made as a result of a demand by the other Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender hereunder shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Loans owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) the other Loan Documentsparties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a minimum amount (unless waived processing and recordation fee of $3,500 payable by the Agent) of $5,000,000 (except parties to each such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lendersassignment, each of whom is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000); provided, however, that in the case of each assignment made as a result of a demand by the Borrower, such recordation fee shall be payable by the Borrower and Agent may continue to deal solely and directly with except that no such Lender recordation fee shall be payable in connection with the interest so assigned case of an assignment made at the request of the Borrower to an Eligible Assignee until that is an existing Lender, (Ivii) written notice no consent of the Borrower, the Agent or any Issuing Bank shall be required in the case of an assignment to any Affiliate of the assigning Lender or in the case of an assignment to a Person that, immediately prior to such assignment, together with payment instructions, addresses, was a Lender and related information (viii) the Agent shall not have any responsibility or liability for monitoring or enforcing any of the provisions set forth herein with respect to Competitors. Upon such execution, delivery, acceptance and recording, from and after the Assigneeeffective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been given assigned by it pursuant to Borrower such Assignment and Agent by Acceptance, relinquish its rights (other than its rights under Sections 2.11, 2.14 and 8.04 to the extent any claim thereunder relates to an event arising prior to such Lender assignment) and be released from its obligations under this Agreement (and, in the Assignee, (II) such Lender and its Assignee have delivered to Borrower and Agent case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and Agent has notified the assigning obligations under this Agreement, such Lender of its receipt thereof in accordance with Section 14.1(bshall cease to be a party hereto), and (III) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,000.
Appears in 1 contract
Assignments and Participations. (a) With Each Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Loans, its Note and its Revolving Credit Commitment); provided, however, that: (i) each such assignment shall be to an Eligible Assignee; (ii) except in the prior written consent case of Borroweran assignment to another Lender (or an Affiliate of a Lender) or an assignment of all of a Lender’s rights and obligations under this Agreement, any such partial assignment shall be in an amount at least equal to $5,000,000 or an integral multiple of $1,000,000 in excess thereof; (iii) each such assignment by a Lender shall be of a constant, and not varying, percentage of all of its rights and obligations under this Agreement; (iv) the parties to such assignment shall execute and deliver to the Agent for its acceptance an Assignment and Acceptance in the form of Exhibit B hereto, together with any Note subject to such assignment and a processing fee of $3,500 (which consent of Borrower amount shall not be unreasonably withheldpayable by the Borrower); (v) except in the case of an assignment to another Lender (or an Affiliate of a Lender) (but subject to the other requirements of this clause (a)), delayed any assignment of all or conditionedany portion of the Revolving Credit Commitment shall require the consent of the Agent and, and shall not be required (A) if unless a Default or an Event of Default has occurred and is continuing, or (B) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof)Authorized Representative, and (ii) the prior written such consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Lender may assign and delegate to one or more assignees so long as in each case not to be unreasonably withheld or delayed; (vi) no such prospective assignee is an Eligible Transferee assignment shall be made to a natural person; and (each, an “Assignee”; provided, however, that neither Borrower nor any Affiliate of vii) the Borrower shall be permitted to become an Assigneenot incur any greater expense or liabilities (including without limitation, indemnities and increased costs) all or any portion than it would have incurred had such assignment not taken place. Upon execution, delivery, and acceptance of the Obligationssuch Assignment and Acceptance, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documentsassignee thereunder shall be a party hereto and, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000); provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (I) written notice of such assignment, together with payment instructionshave the obligations, addressesrights, and related information with respect to the Assignee, have been given to Borrower benefits of a Lender hereunder and Agent by such Lender and the Assignee, (II) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender shall, to the extent of such assignment, relinquish its receipt thereof rights (except for indemnification rights which survive termination of this Agreement) and be released from its obligations under this Agreement. Upon the consummation of any assignment pursuant to this Section, the assignor, the Agent and the Borrower shall make appropriate arrangements so that, if required, new Notes are issued to the assignor and the assignee. The assignee shall deliver to the Borrower and the Agent certifications as to the exemption from deduction or withholding of Taxes in accordance with Section 14.1(b), and (III) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,0005.6.
Appears in 1 contract
Samples: Credit Agreement (Aircastle LTD)
Assignments and Participations. (a) With Each Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment or Commitments, the Loans owing to it, its Synthetic L/C Deposit, its Revolving Credit-Linked Deposit and the Note or Notes held by it); provided, however, that (i) except in the case of an assignment to a Person that, immediately prior written consent to such assignment, was a Lender, an Affiliate of Borrower, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A) if a Default any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments being assigned to such Eligible Assignee 124 pursuant to such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $1,000,000 (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower) for each Facility being assigned, provided that simultaneous assignments by two or more Related Funds shall be treated as one assignment for purposes of the minimum assignment requirement, (ii) each such assignment shall be to an Eligible Assignee, and (A) to the extent that such assignment is in respect of the Revolving Credit Facility, the Administrative Agent shall have consented to such assignment and, so long as no Event of Default shall have occurred and be continuing, the Borrower shall have consented to such assignment and (B) in connection with to the extent such assignment is to any Eligible Assignee that, immediately prior to such assignment, was not a Lender, an assignment to a Person that is Affiliate of a Lender or an Affiliate (other than individuals) of a Lender (provided that Borrower Approved Fund, the Administrative Agent shall be deemed to have consented to a proposed such assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof), and (ii) the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Lender may assign and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee consent not to be unreasonably withheld or delayed), (each, an “Assignee”; provided, however, that neither iii) each such assignment made as a result of a demand by the Borrower nor any Affiliate of Borrower pursuant to Section 2.17 or Section 9.01 shall be permitted to become arranged by the Borrower after consultation with the Administrative Agent and shall be either an Assignee) assignment of all or any portion of the Obligations, the Commitments and the other rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (iv) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to Section 2.17 or Section 9.01 unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (v) no such assignments shall be permitted without the consent of the Administrative Agent until the Administrative Agent shall have notified the Lender Parties that syndication of the Commitments hereunder has been completed and under (vi) the other Loan Documentsparties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance via an electronic settlement system acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually), together with (A) any Note or Notes (if any) subject to such assignment, (B) an administrative questionnaire and tax forms, if applicable and (C) a minimum amount (unless waived by the Agent) processing and recordation fee of $5,000,000 3,500 (except such minimum amount shall not apply to (x) an assignment which fee may be waived or delegation by any Lender to any other Lender or an Affiliate reduced in the sole discretion of any Lender or (y) a group of new Lenders, each of whom is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000Administrative Agent); provided, however, that Borrower and Agent may continue to deal solely and directly with only one such Lender in connection with the interest so assigned to an Assignee until (I) written notice of such assignment, together with payment instructions, addresses, and related information fee shall be payable with respect to the Assignee, have been given simultaneous assignments by or to Borrower and Agent by one or more Related Funds; provided further that for each such Lender and the Assignee, (II) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender assignment made as a result of its receipt thereof in accordance with Section 14.1(b), and (III) unless waived a demand by the AgentBorrower pursuant to Section 2.17 or Section 9.01, the assigning Lender or Assignee has paid Borrower shall pay to the Administrative Agent for Agent’s separate account a the applicable processing fee in the amount of $5,000and recordation fee.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (US Power Generating CO)
Assignments and Participations. (a) With Each Lender may and, if demanded by the Borrower (ifollowing a demand by such Lender pursuant to Section 2.11 or 2.14) upon at least five Business Days' notice to such Lender and the prior written Agent, will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Committed Advances owing to it and the Committed Note or Notes held by it) with the consent of the Borrower, which consent of Borrower shall not be unreasonably withheldwithheld or delayed; PROVIDED, delayed or conditionedHOWEVER, that (i) each such assignment shall be of a constant, and shall not be required a varying, percentage of all rights and obligations under this Agreement (Aother than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and Competitive Bid Notes), (ii) if a Default or an Event except in the case of Default has occurred and is continuing, or (B) in connection with an assignment to a Person that is that, immediately prior to such assignment, was a Lender or an Affiliate (other than individuals) assignment of a Lender (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof), and (ii) the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) all of a Lender's rights and obligations under this Agreement, any the amount of the Commitment of the assigning Lender may assign being assigned pursuant to each such assignment (determined as of the date of the Assignment and delegate Acceptance with respect to one or more assignees so long as such assignment) shall in no event be less than $5,000,000, (iii) each case such prospective assignee is assignment shall be to an Eligible Transferee Assignee, (each, an “Assignee”; provided, however, that neither iv) each such assignment made as a result of a demand by the Borrower nor any Affiliate of Borrower pursuant to this Section 9.07(a) shall be permitted to become arranged by the Borrower after consultation with the Agent and shall be either an Assignee) assignment of all or any portion of the Obligations, the Commitments and the other rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 9.07(a) unless and until such Lender hereunder and under shall have received one or more payments from either the other Loan Documents, Borrower or one or more Eligible Assignees in a minimum an aggregate amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate of such new Lender at least equal to the extent that aggregate outstanding principal amount of the aggregate amount Advances owing to be assigned to all such new Lenders is at least $5,000,000); provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (I) written notice of such assignmentLender, together with accrued interest thereon to the date of payment instructions, addressesof such principal amount and all other amounts payable to such Lender under this Agreement, and related information with respect (vi) the parties to each such assignment shall execute and deliver to the AssigneeAgent, have been given to Borrower for its acceptance and Agent by such Lender and recording in the AssigneeRegister, (II) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance Acceptance, together with any Committed Note subject to such assignment and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b), and (III) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing and recordation fee in the amount of $5,0003,000.
Appears in 1 contract
Samples: Credit Agreement (Scholastic Corp)
Assignments and Participations. (a) With (i) the prior written consent of Borrower, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A) if a Default or an Event of Default has occurred and is continuing, or (B) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof), and (ii) the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Each Lender may assign and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) Assignees all or any a portion of the Obligations, the Commitments and the other its rights and obligations of such Lender hereunder and under the other Loan Documentsthis Agreement (including, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenderswithout limitation, each of whom is an Affiliate of each other all or a fund portion of its Commitment or account managed Commitments, the Advances owing to it and the Note or Notes held by any such new Lender or an Affiliate of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000it); provided, however, that Borrower (i) each such assignment shall be of a uniform, and Agent may continue not a varying, percentage of all rights and obligations under and in respect of one or more Facilities, (ii) except in the case of an assignment to deal solely a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender's rights and directly with such Lender in connection with obligations under this Agreement, the interest so aggregate amount of the Commitments being assigned to an such Eligible Assignee until pursuant to such assignment (Idetermined as of the date of the Assignment and Acceptance with respect to such assignment) written notice shall in no event be less than $1,000,000 (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred Credit Agreement 104 and be continuing at the time of effectiveness of such assignment, together with payment instructionsthe Domestic Borrower, addressesacting on behalf of itself and any other Applicable Borrower) under each Facility for which a Commitment is being assigned, (iii) except in the case of an assignment to a Person that, immediately prior to such assignment was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender, each such assignment shall be to an Eligible Assignee approved by the Administrative Agent and, so long as no Default shall have occurred, the Domestic Borrower (acting on behalf of itself and related information with respect any other Applicable Borrower), such consent not to be unreasonably withheld or delayed, (iv) no such assignments shall be permitted without the consent of the Joint Lead Arrangers until the Joint Lead Arrangers shall have notified the Lender Parties that syndication of the Commitments hereunder has been completed and (v) the parties to each such assignment shall execute and deliver to the AssigneeAdministrative Agent, have been given to Borrower for its acceptance and Agent by such Lender and recording in the AssigneeRegister, (II) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance Acceptance, together with any Note or Notes subject to such assignment and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b), and (III) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing and recordation fee in the amount of $5,0003,500.
Appears in 1 contract
Assignments and Participations. (a) With (i) Any Lender may, with the prior written consent of Borrower, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A) if a Default or an Event of Default has occurred and is continuing, or (B) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender Agent (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by no written notice to Agent within five (5) Business Days after having received notice thereof), and (ii) the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an any assignment to a Person that is and delegation by a Lender or to an Affiliate (other than individuals) of a LenderEligible Transferee), any Lender may assign and delegate to one or more assignees so long as in (each case such prospective assignee is an Eligible Transferee (each"Assignee") all, an “Assignee”; provided, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) all or any portion ratable part of all, of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Eligible Transferee that is a Related Fund of a Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000Lender); provided, however, that Borrower Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ii) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Administrative Borrower and Agent by such Lender and the Assignee, (IIii) such Lender and its Assignee have delivered to Administrative Borrower and Agent an Assignment and Acceptance and Agent has notified (iii) the assigning Lender of its receipt thereof in accordance with Section 14.1(b), and (III) unless waived by the Agent, the assigning assignor Lender or Assignee has paid to Agent for Agent’s 's separate account a processing fee in the amount of $5,000. Anything contained herein to the contrary notwithstanding, the consent of Agent shall not be required (and payment of any fees shall not be required) if (x) such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of such Lender or (y) the assignee is an Eligible Transferee that is a Related Fund of a Lender or an Affiliate of a Lender. From and after the date that Agent notifies the assignor Lender (with a copy to Administrative Borrower) that it has received an executed Assignment and Acceptance and payment (if applicable) of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except with respect to Section 11.3 hereof) and be released from its obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto), and such assignment shall affect a novation between Borrowers and the Assignee. By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (1) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto, (2) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrowers or the performance or observance by Borrowers of any of their obligations under this Agreement or any other Loan Document furnished pursuant hereto, (3) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance, (4) such Assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement, (5) such Assignee appoints and authorizes Agent to take such actions and to exercise such powers under this Agreement as are delegated to Agent, by the terms hereof, together with such powers as are reasonably incidental thereto, and (6) such Assignee agrees that it will perform all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. Immediately upon each Assignee's making its processing fee payment under the Assignment and Acceptance and receipt and acknowledgment by Agent of such fully executed Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto. Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of such Lender (a "Participant") participating interests in its Obligations, the Commitment, and the other rights and interests of that Lender (the "Originating Lender") hereunder and under the other Loan Documents; provided, however, that (i) the Originating Lender shall remain a "Lender" for all purposes of this Agreement and the other Loan Documents and the Participant receiving the participating interest in the Obligations, the Commitments, and the other rights and interests of the Originating Lender hereunder shall not constitute a "Lender" hereunder or under the other Loan Documents and the Originating Lender's obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) Borrowers, Agent, and the Lenders shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender's rights and obligations under this Agreement and the other Loan Documents, (iv) no Originating Lender shall transfer or grant any participating interest under which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment to, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or a material portion of the Collateral or guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant, or (E) change the amount or due dates of scheduled principal repayments or prepayments or premiums; and (v) all amounts payable by Borrowers hereunder shall be determined as if such Lender had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. The rights of any Participant only shall be derivative through the Originating Lender with whom such Participant participates and no Participant shall have any rights under this Agreement or the other Loan Documents or any direct rights as to the other Lenders, Agent, Borrowers, the Collections, the Collateral, or otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the making of decisions by the Lenders among themselves. The provisions of this Section 14.1(e) (other than clause (v) of this Section) are solely for the benefit of the Lender Group, and none of the Borrowers shall have any rights as a third party beneficiary of such provisions. In connection with any such assignment or participation or proposed assignment or participation, a Lender may disclose all documents and information which it now or hereafter may have relating to Borrowers or Borrowers' business. Any other provision in this Agreement notwithstanding, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Bank or U.S. Treasury Regulation 31 CFR Sections 203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law. Administrative Borrower shall maintain, or cause to be maintained, a register (the "Register") on which it enters the name of a Lender as the registered owner of the Term Loan C held by such Lender. A Registered Loan (and the Registered Note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each Registered Note shall expressly so provide). Any assignment or sale of all or part of such Registered Loan (and the Registered Note, if any, evidencing the same) may be effected only by registration of such assignment or sale on the Register, together with the surrender of the Registered Note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such Registered Note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new Registered Notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration of assignment or sale of any Registered Loan (and the Registered Note, if any evidencing the same), Borrowers shall treat the Person in whose name such Term Loan (and the Registered Note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. In the case of an assignment or delegation covered by Section 14.1(a)(y), the assigning Lender shall maintain a comparable Register on behalf of Administrative Borrower. In the event that a Lender sells participations in the Registered Loan, such Lender shall maintain a register on which it enters the name of all participants in the Registered Loans held by it (the "Participant Register"). A Registered Loan (and the Registered Note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each Registered Note shall expressly so provide). Any participation of such Registered Loan (and the Registered Note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register.
Appears in 1 contract
Samples: Loan and Security Agreement (Elgin National Industries Inc)
Assignments and Participations. DB1/ 133650928.13 103 (a) With (i) Subject to the conditions set forth in clause (a)(ii) below, any Lender may assign and delegate all or any portion of its rights and duties under the Loan Documents (including the Obligations owed to it) to one or more assignees (each, an “Assignee”), with the prior written consent of Borrower, which (such consent of Borrower shall not be unreasonably withheldwithheld or delayed) of: (A) Borrowers; provided, delayed or conditioned, and that (x) no consent of Borrowers shall not be required (A1) if a Default or an Event of Default has occurred and is continuing, or (B2) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individualsnatural persons) of a Lender and (provided y) that Borrower Borrowers shall be deemed to have consented to a proposed assignment unless it objects they object thereto by written notice to Agent within five (5) Business Days after having received notice thereof), ; and (B) Agent. (ii) Assignments shall be subject to the prior written consent following additional conditions: (A) no assignment may be made (I) so long as no Event of AgentDefault has occurred and is continuing, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is Disqualified Institution, or (II) to a Lender natural person, (B) no assignment may be made to a Loan Party or an Affiliate (other than individuals) of a LenderLoan Party, any Lender may assign and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that neither Borrower nor any Affiliate C) the amount of Borrower shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such the assigning Lender hereunder and under the other Loan Documents, Documents subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to Agent) shall be in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (xI) an assignment or delegation by any Lender to any other Lender or Lender, an Affiliate of any Lender Lender, or a Related Fund of such Lender, or (yII) a group of new Lenders, each of whom which is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000), (D) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement, (E) the parties to each assignment shall execute and deliver to Agent an Assignment and Acceptance; provided, however, that Borrower Borrowers and Agent may continue to deal solely and directly with such the assigning Lender in connection with the interest so assigned to an Assignee until (I) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower Borrowers and Agent by such Lender Xxxxxx and the Assignee, (II) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b), and (IIIF) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent Agent, for Agent’s separate account account, a processing fee in the amount of $5,000.3,500, and (G) the assignee, if it is not a Lender, shall deliver to Agent an Administrative Questionnaire in a form approved by Agent (the “Administrative Questionnaire”). (b) From and after the date that Agent receives the executed Assignment and Acceptance and, if applicable, payment of the required processing fee, (i) the Assignee thereunder shall be
Appears in 1 contract
Samples: Assignment and Acceptance Agreement (Nautilus, Inc.)
Assignments and Participations. (a) With Each Lender may and, if demanded by the Borrower (i) the prior written consent of Borrowerfollowing a demand by such Lender pursuant to Section 2.10 or 2.13, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A) if a Default or an Event assertion by such Lender of Default has occurred and is continuing, or (Billegality under Section 2.11) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written upon at least five Business Days’ notice to Agent within five (5) Business Days after having received notice thereof), such Lender and (ii) the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Lender may will assign and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) Persons all or any a portion of the Obligations, the Commitments and the other its rights and obligations of such Lender hereunder and under the other Loan Documentsthis Agreement (including, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenderswithout limitation, each of whom is an Affiliate of each other all or a fund or account managed portion of its applicable Revolving Credit Commitment, the Revolving Credit Advances owing to it and the Revolving Credit Notes held by any such new Lender or an Affiliate of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000it); provided, however, that Borrower (i) each such assignment shall be of a constant, and Agent may continue not a varying, percentage of all rights and obligations under this Agreement, (ii) except in the case of an assignment to deal solely and directly with such Lender in connection with the interest so assigned a Person that, immediately prior to an Assignee until (I) written notice of such assignment, together with payment instructions, addresses, and related information was a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the Assignee, have been given amount of the applicable Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof unless the Borrower and the Agent by otherwise agree, provided that concurrent assignments to members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such Lender and the minimum amount has been met, (iii) each such assignment shall be to an Eligible Assignee, (IIiv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.7(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.7(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Revolving Credit Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver to the Agent, for its Assignee acceptance and recording in the Register, an Assignment and Acceptance, together with any Revolving Credit Note subject to such assignment and a processing and recordation fee in the amount, if any, required as set forth in Schedule 8.7. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have delivered been assigned to Borrower it pursuant to such Assignment and Agent Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Sections 2.10, 2.13 and 8.4 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and Agent has notified the assigning obligations under this Agreement, such Lender of its receipt thereof in accordance with Section 14.1(bshall cease to be a party hereto), and (III) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,000.
Appears in 1 contract
Samples: Credit Agreement (Radioshack Corp)
Assignments and Participations. (a) With (i) the prior written consent of BorrowerAgent or, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A) if a Default or an so long as no Event of Default has occurred and is continuing, or (B) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof), and (ii) the prior written consent of AgentBorrower, which consent of Agent and Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) or successor of a Lender, any Lender may assign and delegate to one or more assignees so long as in (each case such prospective assignee is an Eligible Transferee (each"ASSIGNEE"; provided that no Loan Party, an “Assignee”; provided, however, that neither Borrower nor any Affiliate of Borrower a Loan Party, Equity Sponsor, or Affiliate of Equity Sponsor shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom which is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000); providedPROVIDED, howeverHOWEVER, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ii) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee, (IIii) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(bSECTION 13.1(B), and (IIIiii) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s 's separate account a processing fee in the amount of $5,0003,500.
Appears in 1 contract
Assignments and Participations. (a) (1) With (i) the prior written consent of Administrative Borrower, which consent of Administrative Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A) if a Default or an Event of Default has occurred and is continuing, or (B) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, other than a Defaulting Lender (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof), and (ii2) with the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, other than a Defaulting Lender, any Lender may assign and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (each, an “"Assignee”"; provided, however, that neither Borrower nor any no Loan Party or Affiliate of Borrower a Loan Party shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the AgentAgent and, so long as no Event of Default shall have occurred and be continuing, Administrative Borrower) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom which is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000); provided, however, that Borrower Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ii) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Administrative Borrower and Agent by such Lender and the Assignee, (IIii) such Lender and its Assignee have delivered to Administrative Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b13.1(b), (iii) such assignment is entered into the Register in accordance with Section 13.1(h), and (IIIiv) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s 's separate account a processing fee in the amount of $5,000.
Appears in 1 contract
Assignments and Participations. (a) With (i) the prior written consent of Administrative Borrower, which consent of Administrative Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A1) if a Default or an Event of Default has occurred and is continuing, or (B2) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individualsnatural persons) of a Lender (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof)Lender, and (ii) with the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individualsnatural persons) of a Lender, any Lender may assign and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (each, an “"Assignee”"; provided, however, that neither Borrower nor any no Loan Party or Affiliate of Borrower a Loan Party, Defaulting Lender or natural person shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom which is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000); provided, however, that Borrower Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ii) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Administrative Borrower and Agent by such Lender and the Assignee, (IIii) such Lender and its Assignee have delivered to Administrative Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b13.1(b), and (IIIiii) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s 's separate account a processing fee in the amount of $5,0003,500.
Appears in 1 contract
Assignments and Participations. (a) With (i) This Section shall apply to any assignment or participation by a Lender of its Term Loans or Commitments. Each Lender may, at its own cost, make assignments of all or any part of its Commitment and Term Loans to one or more banks or other entities, subject to the prior written consent of Borrower, the Borrower (which consent of Borrower shall not be required during any period in which an Event of Default exists) and the Agent with respect to any assignee, such consents not to be unreasonably withheld, delayed provided that assignments by a Lender to an Affiliate of such Lender or conditionedApproved Fund of any Lender may be made without the consent of either of the Borrower or the Agent upon written notice of such assignment to the Agent and compliance with the terms and conditions of this Section, and shall provided further that assignments may not be required (A) if made in amounts less than $1,000,000 unless such assignment is an assignment of all of a Default Lender's Commitment or an Event of Default has occurred and Term Loans or unless such assignment is continuing, or (B) in connection with an assignment to a Person that is a an Affiliate of such Lender, an Approved Fund of any Lender or an Affiliate (other than individuals) to another Lender. Each Lender may, at its own cost, grant participations in all or any part of a Lender (provided that Borrower shall be deemed to have consented to a proposed assignment unless its Commitment and Term Loans made by it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof), and (ii) the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Lender may assign and delegate to one or more assignees so long as in each banks or other entities without the consent of any party hereto. In the case such prospective assignee is of an Eligible Transferee (each, an “Assignee”; provided, however, that neither Borrower nor any Affiliate assignment of Borrower shall be permitted to become an Assignee) all or any portion of a Commitment, upon receipt by the ObligationsAgent of the Assignment and Assumption Agreement, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it had been a signatory Lender hereunder, the Commitments in Section 2.1 [Commitments] shall be adjusted accordingly, and upon surrender of the other rights Term Note subject to such assignment, the Borrower shall execute and obligations deliver a new Term Note to the assignee in an amount equal to the amount of such the Commitment assumed by it and a new Term Note to the assigning Lender hereunder and under in an amount equal to the other Loan Documents, in Commitment retained by it hereunder. Any assigning Lender (including a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom is an Affiliate of each other assigning all or a fund or account managed by any such new Lender or portion of its Commitment and Term Loans to an Affiliate of such new Lender or Approved Fund of any Lender and, in the case of a Lender which is a fund, to a fund under common control with such Lender) shall pay to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000); provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (I) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee, (II) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b), and (III) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing service fee in the amount of $5,000.3,500 for each assignment, which amount shall not be subject to reimbursement or indemnification by the Borrower; provided, however, in the case of assignments on the same day by a Lender to an Approved Fund, so long as the Agent in its sole discretion agrees in writing prior to any such assignment only a single $3,500 service fee shall be payable for all such assignments on such day by such Lender to such Approved Funds. In the case of a participation, the participant shall have only the rights specified in Section 8.2.3 [Set-Off] (the participant's rights against the selling Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto and not to include
Appears in 1 contract
Assignments and Participations. (a) With Consents: (i) Each Lender will be permitted to make assignments, without the prior written consent of the Borrower, which if such assignment is to a Lender, an affiliate of a Lender, an Approved Fund or any other assignee during the continuance of an event of default; provided that no such assignment may be made by a Revolving Lender to a Term Lender, an affiliate of a Term Lender or an Approved Fund affiliated with a Term Lender without the consent of the Borrower shall (other than during the continuance of an event of default), (ii) each Lender will be permitted to make assignments, without the consent of the Administrative Agent, if such assignment is to a Lender or an affiliate of a Lender immediately prior to giving effect to such assignment; provided that no such assignment may be made by a Revolving Lender to a Term Lender or an affiliate of a Term Lender without the consent of the Administrative Agent and (iii) except in the case of an assignment to a Lender or an affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment cannot be unreasonably withheld, delayed or conditioned, and shall not be required less than $5 million without the consent of each of the Borrower (A) if a Default or unless an Event event of Default default has occurred and is continuing, or ) and the Administrative Agent. “Approved Fund” means any person (Bother than a natural person) in connection with an assignment to a Person that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an affiliate of a Lender or (c) an Affiliate entity or an affiliate of an entity that administers or manages a Lender.(b) Participations: Lenders will be permitted to sell participations with voting rights limited to significant matters such as changes in amount, rate, maturity date and releases of all or substantially all of the collateral securing the Facility or all or substantially all of the value of the guaranties of the Borrower’s obligations made by the Guarantors. Participations will be permitted without the consent of the Borrower, the Administrative Agent, the Swingline Lender or the Issuing Bank.(c) No Assignment or Participation to Certain Persons: No assignment or participation may be made to natural persons, the Borrower, any other Loan Party, or any of their respective affiliates or subsidiaries or to any defaulting Revolving Lender. No assignment or participation may be sold to any “Industry Competitor” of any Loan Party. “Industry Competitor” means any person (other than individualsBorrower, any Guarantor or any of their affiliates or subsidiaries) of a Lender (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof), and (ii) the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender (or an Affiliate (other than individuals) of a Lender, any Lender may assign and delegate to one or more assignees so long of whose affiliates are) actively engaged as in each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000); provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (I) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee, (II) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender one of its receipt thereof principal businesses in accordance with Section 14.1(blease acquisitions, exploration and production operations or development of oil and gas properties (including the drilling and completion of producing xxxxx), and (III) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,000.
Appears in 1 contract
Samples: Restructuring Support Agreement (Oasis Petroleum Inc.)
Assignments and Participations. (a) With (i) the prior written consent of Borrower, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A1) if a Default or an Event of Default has occurred and is continuing, or and (B2) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof), and (ii) with the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Lender may assign and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that neither Borrower nor any no Loan Party, Affiliate of Borrower a Loan Party, Equity Sponsor, or Affiliate of Equity Sponsor shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom which is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000); provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ii) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee, (IIii) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b13.1(b), and (IIIiii) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,0003,500.
Appears in 1 contract
Assignments and Participations. (a) With (i) Subject to the conditions set forth in clause (a)(ii) below, any Lender may assign and delegate all or any portion of its rights and duties under the Loan Documents (including the Obligations owed to it and its Commitments) to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”), with the prior written consent of Borrower, which (such consent of Borrower shall not be unreasonably withheldwithheld or delayed) of: (A) Borrowers; provided, delayed or conditioned, and that no consent of Borrowers shall not be required (A1) if a Default or an Event of Default has occurred and is continuing, or (B2) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individualsnatural persons) of a Lender (Lender; provided further, that Borrower Borrowers shall be deemed to have consented to a proposed assignment unless it objects they object thereto by written notice to Agent within five (5) Business Days after having received notice thereof); and (B) Agent, Swing Lender, and Issuing Bank. (ii) Assignments shall be subject to the prior written consent following additional conditions: (A) no assignment may be made (I) so long as no Event of AgentDefault has occurred and is continuing, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is Disqualified Institution, or (II) to a Lender natural person, (B) no assignment may be made to a Loan Party or an Affiliate (other than individuals) of a LenderLoan Party, any Lender may assign and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that neither Borrower nor any Affiliate C) the amount of Borrower shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such the assigning Lender hereunder and under the other Loan Documents, Documents subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to Agent) shall be in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (xI) an assignment or delegation by any Lender to any other Lender or Lender, an Affiliate of any Lender Lender, or a Related Fund of such Lender, or (yII) a group of new Lenders, each of whom which is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000), (D) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, (E) the parties to each assignment shall execute and deliver to Agent an Assignment and Acceptance; provided, however, that Borrower Borrowers and Agent may continue to deal solely and directly with such the assigning Lender in connection with the interest so assigned to an Assignee until (I) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower Borrowers and Agent by such Lender Xxxxxx and the Assignee, (II) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b), and (III) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,000.,
Appears in 1 contract
Assignments and Participations. (a) With (i) the prior written consent of Borrower, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A) if a Default or an Event of Default has occurred and is continuing, or (B) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof), and (ii) the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Each Lender may assign and delegate to one or more assignees so long as in Persons (each case such prospective assignee is an Eligible Transferee (eachPerson, an “Assignee”; provided, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) all or any a portion of the Obligations, the Commitments and the other its rights and obligations of such Lender hereunder and under the other Loan Documentsthis Agreement (including, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenderswithout limitation, each of whom is an Affiliate of each other all or a fund portion of its Commitment or account managed Commitments, the Advances owing to it and the Note or Notes held by any such new Lender or an Affiliate of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000it); provided, however, that Borrower (i) each such assignment shall be of a uniform, and Agent may continue not a varying, percentage of all rights and obligations under this Agreement, (ii) except in the case of an assignment to deal solely and directly with such Lender in connection with the interest so assigned a Person that, immediately prior to an Assignee until (I) written notice of such assignment, together with payment instructionswas a Lender, addressesan Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments being assigned to such Assignee pursuant to such assignment (determined as of the date of the Assignment and related information Acceptance with respect to such assignment) shall in no event be less than U.S.$1,000,000 (or such lesser amount as shall be approved by the AssigneeFirst Lien Administrative Agent and the Borrower), have been given (iii) each such assignment made as a result of a demand by the Borrower shall be arranged by the Borrower after consultation with the Second Lien Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (iv) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower unless and Agent by until such Lender shall have received one or more payments from either the Borrower or one or more Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and the Assigneeall other amounts payable to such Lender under this Agreement, (IIv) no such Lender assignments shall be permitted without the consent of the Second Lien Administrative Agent (such consent not to be unreasonably withheld or delayed), (vi) the parties to each assignment shall execute and its Assignee have delivered deliver to Borrower and the Second Lien Administrative Agent an Assignment and Acceptance via an electronic settlement system acceptable to the Second Lien Administrative Agent (or, if previously agreed with the Second Lien Administrative Agent, manually), for its acceptance and recording in the Register, together with any Note or Notes (if any) subject to such assignment, and shall pay to the Second Lien Administrative Agent has notified a processing and recordation fee of $3,500 (which fee may be waived or reduced in the assigning Lender sole discretion of the Second Lien Administrative Agent) and (vii) following each such assignment, the Second Lien Administrative Agent shall provide notice thereof to the Borrower; provided, however, that for each such assignment made as a result of a demand by the Borrower, the Borrower shall pay to the Second Lien Administrative Agent the applicable processing and recordation fee; provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Assignee (or to an Assignee and members of its receipt thereof Assignee Group) will be treated as a single assignment for purposes of determining whether the minimum amount set forth in accordance with Section 14.1(b)clause (ii) has been met; provided, and however, that the failure to provide the notice described in clause (IIIvii) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,000shall not invalidate such assignment.
Appears in 1 contract
Samples: Second Lien Credit Agreement (U S Energy Systems Inc)
Assignments and Participations. (a) With (i) the prior written consent of Borrower, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A) if a Default or an Event of Default has occurred and is continuing, or (B) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof), and (ii) the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Each Lender may sell, transfer, negotiate or assign and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) Assignees all or any a portion of the Obligations, the Commitments and the other its rights and obligations hereunder (including all of such Lender hereunder its rights and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate of such new Lender obligations with respect to the extent that Term Loans, the aggregate amount to be assigned to all such new Lenders is at least $5,000,000Revolving Loans and the Letters of Credit); provided, however, that Borrower (i)(A) if any such assignment shall be of the assigning Lender's Revolving Credit Outstandings and Agent may continue Revolving Credit Commitments, such assignment shall cover the same percentage of such Lender's Revolving Credit Outstandings and Revolving Credit Commitment and (B) if any such assignment shall be of the assigning Lender's Term Loans and Term Loan Commitment, such assignment shall cover the same percentage of such Lender's Term Loans and Term Loan Commitment, (ii) the aggregate amount being assigned pursuant to deal solely each such assignment (determined as of the date of the Assignment and directly Acceptance with respect to such Lender assignment) shall in connection no event (if less than the Assignor's entire interest) be less than (x) in the case of any Revolving Loans, $5,000,000 or an integral multiple of $1,000,000 in excess thereof, and (y) in the case of any Term Loan, $1,000,000 or an integral multiple of $500,000 in excess thereof, except, in either case, (A) with the interest so assigned consent of the Borrower (except in respect of assignments by the initial Term Loan Lenders) and the Administrative Agent (in each case such consent not to be unreasonably withheld); or (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender, and (iii) if such Eligible Assignee until (I) written notice is not, prior to the date of such assignment, together with payment instructionsa Lender or an Affiliate or Approved Fund of a Lender, addresses, and related information with respect such assignment shall be subject to the Assignee, have been given to Borrower and prior consent of the Administrative Agent by such Lender and the AssigneeBorrower (which consent shall not be unreasonably withheld or delayed); and provided, (II) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender further, that, notwithstanding any other provision of its receipt thereof in accordance with this Section 14.1(b), and (III) unless waived by the Agent11.2, the assigning Lender or Assignee has paid to Agent consent of the Borrower shall not be required for Agent’s separate account a processing fee in any assignment occurring when any Event of Default shall have occurred and be continuing. Any such assignment need not be ratable as among the amount of $5,000Term Loan Facility and the Revolving Credit Facility.
Appears in 1 contract
Samples: Credit Agreement (FMC Corp)
Assignments and Participations. (a) With (i) Any Lender may, with the prior written consent of Borrower, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A) if a Default or an Event of Default has occurred and is continuing, or (B) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender Agent (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by no written notice to Agent within five (5) Business Days after having received notice thereof), and (ii) the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an any assignment to a Person that is and delegation by a Lender or to an Affiliate (other than individuals) Eligible Transferee), and, so long as no Event of a LenderDefault then exists, any Lender may Borrowers, assign and delegate to one or more assignees so long as in (each case such prospective assignee is an Eligible Transferee (each"Assignee") all, an “Assignee”; provided, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) all or any portion ratable part of all, of the Obligations, the Commitments (pro rata between the Tranche A Commitment and Tranche B Commitment of such Lender) and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 (except that such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000Lender); provided, however, that Borrower Borrower's consent shall not be unreasonably withheld, conditioned or delayed; provided further that no Lender may make any assignment hereunder at any time to Cerberus or Ableco Finance LLC without consent of Borrowers; and provided further that that Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ii) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Administrative Borrower and Agent by such Lender and the Assignee, (IIii) such Lender and its Assignee have delivered to Administrative Borrower and Agent an Assignment and Acceptance in form and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b)substance satisfactory to Agent, and (IIIiii) unless waived by the Agent, the assigning assignor Lender or Assignee has paid to Agent for Agent’s 's separate account a processing fee in the amount of $5,000. Anything contained herein to the contrary notwithstanding, the consent of Agent shall not be required and payments of any fees shall not be required if (x) such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of such Lender or (y) the assignee is an Affiliate (other than individual(s)) of a Lender. Anything contained herein to the contrary notwithstanding, Wells Fargo Foothill agrees for the benefit of Borrowers that, so loxx xx no Event of Default has occurred and is continuing, Wells Fargo Foothill shall retain more than fifty percent (50%) xx xhe Obligations and commitment to make Advances under Section 2.1 of this Agreement, provided, however, that, the minimum retention of Obligations and commitment to make Advances shall not be applicable if such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of Wells Fargo Foothill.
Appears in 1 contract
Samples: Loan and Security Agreement (Old Evangeline Downs LLC)
Assignments and Participations. (a) With (i) the prior written consent of BorrowerEach Lender may and, which consent of Borrower so long as no Default shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A) if a Default or an Event of Default has have occurred and is be continuing, if demanded by the Borrower (following a demand by such Lender pursuant to Section 2.10 or (B2.12) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written upon at least five Business Days' notice to Agent within five (5) Business Days after having received notice thereof), such Lender and (ii) the prior written consent of Administrative Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Lender may will assign and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) Assignees all or any a portion of the Obligations, the Commitments and the other its rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount this Agreement (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom is an Affiliate of each other including all or a fund portion of its Commitment or account managed Commitments, the Advances owing to it and the Note or Notes held by any such new Lender or an Affiliate of such new Lender it to the extent that the aggregate amount requested pursuant to be assigned to all such new Lenders is at least $5,000,000Section 2.16(a)); provided, however, that Borrower (i) each such assignment shall be of a uniform, and Agent may continue to deal solely not a varying, percentage of all rights and directly with obligations under and in respect of any or all Facilities, provided, however, that nothing in this clause (i) shall prevent a Lender from assigning an interest in a single Facility if such Lender has an interest in connection with more than one Facility, (ii) except in the interest so assigned case of an assignment to an Assignee until (I) written notice of a Person that, immediately prior to such assignment, together with payment instructionswas a Lender, addressesan Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender's rights and obligations under this Agreement, the aggregate amount of the Commitments being assigned to such Eligible Assignee pursuant to such assignment (determined as of the date of the Assignment and related information Acceptance with respect to the Assigneesuch assignment) shall in no event be less than $2,500,000 and shall be in an integral multiple of $1,000,000 in excess thereof under each Facility for which a Commitment is being assigned, have been given (iii) each such assignment shall be to Borrower and Agent by such Lender and the an Eligible Assignee, (IIiv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.7(a) shall be arranged by the Borrower after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.7(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) no such assignments shall be permitted without the consent of the Administrative Agent and the Syndication Agent (such consents not to be unreasonably withheld or delayed) and (vii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its Assignee have delivered to Borrower acceptance and Agent recording in the Register, an Assignment and Acceptance Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 (except in the case of an assignment to a Lender or any Affiliate of a Lender or any Approved Fund and except for any assignment by either Syndication Agent has notified or any other of their respective Affiliates); provided, however, that for each such assignment made as a result of a demand by the assigning Lender of its receipt thereof in accordance with Borrower pursuant to this Section 14.1(b8.7(a), the Borrower shall pay to the Administrative Agent the applicable processing and (III) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,000recordation fee.
Appears in 1 contract
Assignments and Participations. (a) With (i) the prior written consent of Borrower, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A) if a Default or an Event of Default has occurred and is continuing, or (B) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof), and (ii) the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Each Lender may sell, transfer, negotiate or assign and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) Assignees all or any a portion of the Obligations, the Commitments and the other its rights and obligations hereunder (including all of such Lender hereunder its rights and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate of such new Lender obligations with respect to the extent that Term Loans and the aggregate amount to be assigned to all such new Lenders is at least $5,000,000Revolving Loans); provided, however, that (i)(A) if any such assignment shall be of the assigning Lender’s Revolving Credit Outstandings and Revolving Credit Commitments, such assignment shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment and (B) if any such assignment shall be of the assigning Lender’s Term Loans and Term Loan Commitment, such assignment shall cover the same percentage of such Lender’s Term Loans and Term Loan Commitment, (ii) the aggregate amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the Assignor’s entire interest) be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, except, in either case, (A) with the consent of the Borrower and the Administrative Agent may continue or (B) if such assignment is being made to deal solely a Lender or a Lender Affiliate or an Approved Fund managed by such Lender, and directly with (iii) if such Lender in connection with Eligible Assignee is not, prior to the interest so assigned to an Assignee until (I) written notice date of such assignment, together with payment instructionseither (x) in the case of any assignment of the assigning Lender’s Revolving Credit Outstandings and Revolving Credit Commitments, addressesa Lender or a Lender Affiliate or (y) in the case of any assignment of the assigning Lender’s Term Loans and Term Loan Commitment, and related information with respect a Lender or a Lender Affiliate or an Approved Fund managed by a Lender, such assignment shall be subject to the prior consent of the Administrative Agent and the Borrower (which consents shall not be unreasonably withheld or delayed; provided, that it shall not be unreasonable for the Borrower to withhold consent if such Eligible Assignee’s primary business is alternative investment management); and provided, further, that, notwithstanding any other provision of this Section 11.2, the consent of the Borrower shall not be required (x) for any assignment occurring when any Event of Default shall have been given occurred and be continuing and (y) for any assignment to Borrower an Eligible Assignee whose primary business is not alternative investment management, by any Affiliate of the Administrative Agent made prior to the Closing Date or within 15 Business Days after the Closing Date of its Commitments held on the Execution Date. Any such assignment need not be Credit Agreement FA Sub 3 Limited ratable as among the Term Loan Facility and Agent the Revolving Credit Facility. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause (a) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and the Assignee, (II) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof obligations in accordance with clause (f) of this Section 14.1(b), and (III) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,00011.2.
Appears in 1 contract
Assignments and Participations. (a) With Each Lender may and, if demanded by the Borrower (ifollowing a demand by such Lender pursuant to Section 2.10 or 2.12) the prior written consent of Borrower, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A) if a Default or an Event of Default has occurred and is continuing, or (B) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written upon at least 5 Business Days' notice to Agent within five (5) Business Days after having received notice thereof), such Lender and (ii) the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Lender may assign and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) Assignees all or any a portion of the Obligations, the Commitments and the other its rights and obligations of such Lender hereunder and under the other Loan Documentsthis Agreement (including, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenderswithout limitation, each of whom is an Affiliate of each other all or a fund portion of its Commitment or account managed Commitments, the Advances owing to it and the Note or Notes held by any such new Lender or an Affiliate of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000it); provided, however, that Borrower (i) each such assignment shall be of a uniform, and Agent may continue not a varying, percentage of all rights and obligations under and in respect of one or more Facilities, (ii) except in the case of an assignment to deal solely and directly with such Lender in connection with the interest so assigned a Person that, immediately prior to an Assignee until (I) written notice of such assignment, together with payment instructionswas a Lender or an assignment of all of a Lender's rights and obligations under this Agreement, addresses, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and related information Acceptance with respect to such assignment) shall in no event be less than the Assigneelesser of (x) $5,000,000 in the aggregate and (y) the total amount of such assigning Lender's Commitment hereunder, have been given (iii) each such assignment shall be to Borrower and Agent by such Lender and the an Eligible Assignee, (IIiv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Agent, shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement and shall be to one or more Eligible Assignees that are not then claiming the amounts demanded by the assigning Lender under Section 2.10 or 2.11, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) no such assignments to any Person that is not a Lender or an Affiliate of a Lender shall be permitted without the consent of the Agent (until the Agent shall have notified the Lenders that syndication of the Commitments hereunder has been completed) and the Borrower (such consent of the Borrower shall not be unreasonably withheld or delayed) provided that no consent of the Borrower shall be required upon the occurrence and the continuance of an Event of Default, and (vii) the parties to each such assignment shall execute and deliver to the Agent, for its Assignee have delivered to Borrower acceptance and Agent recording in the Register, an Assignment and Acceptance Acceptance, together with any Note or Notes subject to such assignment and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b), and (III) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing and recordation fee in the amount of $5,0003,500.
Appears in 1 contract
Assignments and Participations. (a) With (i) the prior written consent of Borrower, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A) if a Default or an Event of Default has occurred and is continuing, or (B) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof), and (ii) the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Any Lender may assign and delegate to one or more assignees so long as in (each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided) all, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) all or any portion ratable part of all, of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such that in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and Loans at the time owing to it under the Loan Documents, no minimum amount need be assigned, and in connection with simultaneous assignments to two or more related Approved Funds, such Approved Funds shall not apply be treated as one assignee for purposes of determining compliance with the minimum assignment amount referred to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000above); provided, however, that (w) a Lender may not assign all or any portion of the Obligations or the Commitments to Borrower, any Permitted Holder or any Affiliate thereof, (x) the prior written consent of Agent (not to be unreasonably withheld, delayed or conditioned) shall be required prior to any such assignment by a Lender to another Person that is not a Lender, an Affiliate of a Lender or an Approved Fund, (y) so long as no Event of Default has occurred and is continuing, the prior written consent of Borrower (not to be unreasonably withheld, delayed or conditioned) shall be required prior to any such assignment by a Lender to another Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; provided that Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within 5 Business Days after having received notice thereof, and (z) Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ii) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee, (IIii) such Lender and its - 104 - Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b)Acceptance, and (IIIiii) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,000. Anything contained herein to the contrary notwithstanding, the payment of any fees shall not be required if such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of the assigning Lender.
Appears in 1 contract
Assignments and Participations. (a) With (i) the prior written consent of (A) Borrower, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, conditioned (and shall not be required (Ai) if a Default or an Event of Default under Section 8.1, 8.4 or 8.5 has occurred and is continuing, or (Bii) in connection with an assignment to a Person that is a Lender Lender, a Related Fund, or an Affiliate (other than individuals) of a Lender or (provided iii) in connection with the primary syndication by Jefferies Finance of the B Term Loans outstanding on the Closing Date); provided, it being understood that Borrower shall be deemed to have consented to a proposed any such assignment for which its consent is otherwise required unless it objects shall object thereto by written notice to Agent within five (5) 5 Business Days after having received notice thereof), thereof and (iiB) the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, conditioned (and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender), any Lender may assign and delegate to one or more assignees so long as in (each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that neither Borrower nor any no Loan Party or Affiliate of Borrower a Loan Party shall be permitted to become an AssigneeAssignee except to the limited extent provided in Section 2.15 and Section 2.16) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 1,000,000 in the case of Term Loans of any Tranche (except except, in either case, such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or Lender, (y) a group of new Lenders, each of whom which is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,0002,500,000 or $1,000,000, as applicable, or (z) an assignment of the entire remaining amount of the assigning Lender’s Commitments or outstanding Loans); provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (IA) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee, (IIB) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b13.1(b), and (IIIC) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,0003,500; provided, however, that such fee shall not be payable in the case of an assignment by any Lender to a Related Fund of such Lender, and (D) such assignment shall have been recorded by Agent in the Register in accordance with Section 13.1(h).
Appears in 1 contract
Samples: Credit Agreement (Golden Nugget Online Gaming, Inc.)
Assignments and Participations. (a) With (i) Without the prior written consent of Borrower, the Initial Borrower (which consent may be withheld in its sole and absolute discretion) and, except in connection with an Affiliate of the Borrower exercising its call rights under Section 2.18, of the Agent (which consent shall not be unreasonably withheld), delayed no Lender may assign all or conditionedany portion of its rights and obligations under this Agreement to any Person, and shall not be required except to an Affiliate of such Lender, as provided in Section 2.11, 2.14 or 2.18, or as set forth in Section 8.07(g) or to another Lender that is an Affiliate of such Lender. If any Lender (Ai) if a requests any payment to under Section 2.11 or Section 2.14 or (ii) gives notice to any Borrower pursuant to Section 2.12, then, so long as no Default or an Event of Default has occurred and is continuingcontinuing at such time, any Borrower may demand upon at least three Business Days’ notice to such Lender and the Agent that such Lender, and, upon such demand, such Lender shall, assign all of its rights and obligations under this Agreement to any Person designated by such Borrower. Each assignment pursuant to the terms of this Section 8.07(a) (A) shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement and shall be on a pro rata basis between the Facilities (and, in the case of an assignment demanded by a Borrower, shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement), except that any such assignment of a Commitment by a Lender to another Lender that is an Affiliate of such Lender need not be accompanied by an assignment of the same percentage of any of the assigning Lender’s Advances and any such assignment of one or more Advances by a Lender to another Lender that is an Affiliate of such Lender need not be accompanied by an assignment of the same percentage the assigning Lender’s Commitment or any of the assigning Lenders other Advances, (B) except in connection with the case of an assignment to a Person that is that, immediately prior to such assignment, was a Lender or an Affiliate (other than individuals) assignment of all of a Lender (provided that Borrower Lender’s rights and obligations under this Agreement, shall in no event be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof)less than $10,000,000, and (iiC) shall be evidenced by evidenced by an Assignment and Acceptance executed by each of the prior written consent of parties thereto and delivered to the Agent, which consent of Agent for its acceptance and recording in the Register. No Lender shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an obligated to make any such assignment to as a Person that is a Lender or an Affiliate (other than individuals) result of a Lender, any demand by a Borrower pursuant to this Section 8.07(a) unless and until such Lender may assign and delegate to shall have received one or more payments from either the Borrowers or one or more Lender assignees so long as therefrom in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each case such prospective Assignment and Acceptance, (1) the assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that neither Borrower nor any Affiliate of Borrower thereunder shall be permitted a party hereto and, to become an Assignee) all or any portion of the Obligationsextent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the Commitments and the other rights and obligations of such a Lender hereunder and under (2) the other Loan DocumentsLender assignor thereunder shall, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000); provided, however, that Borrower rights and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (I) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, obligations hereunder have been given assigned by it pursuant to Borrower such Assignment and Agent by such Lender Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the Assignee, (II) such Lender and its Assignee have delivered to Borrower and Agent case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and Agent has notified the assigning obligations under this Agreement, such Lender of its receipt thereof in accordance with Section 14.1(bshall cease to be a party hereto), and (III) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,000.
Appears in 1 contract
Assignments and Participations. (a) With Each Lender (other than the Fronting Lender) may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to the Revolving Loans, the Swing Loans and the Letters of Credit); PROVIDED, HOWEVER, that (i) any such assignment shall cover the prior written same percentage of such Lender's Outstandings and Commitment, (ii) the aggregate amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall (if less than the Assignor's entire interest) be an integral multiple of $1,000,000 unless such assignment is made with the consent of Borrower, which consent of the Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required the Administrative Agent and (Aiii)(A) if a Default such assignment is of any Tranche A Loan prior to any event described in clause (a) or an Event (b) of Default has occurred the definition of "Termination Date" under and is continuing, as defined under any Tranche B CD or (B) in connection with an assignment if such Eligible Assignee is not, prior to a Person that is the date of such assignment, a Lender or an Affiliate (other than individuals) or Approved Fund of a Lender (provided that Borrower Lender, such 105 assignment shall be deemed subject to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof), and (ii) the prior written consent of Agent, each Issuer and the Administrative Agent (which consent of Agent shall shall, in each case, not be unreasonably withheldwithheld or delayed); and PROVIDED, delayed or conditionedFURTHER, and that, notwithstanding any other provision of this SECTION 11.2, the consent of the Borrower shall not be required in connection with an for any assignment to a Person that is a Lender or an Affiliate (other than individuals) occurring when any Event of a Lender, any Default shall have occurred and be continuing. The Fronting Lender may sell, transfer, negotiate or assign and delegate to (A) one successor Fronting Lender pursuant to SECTION 10.7 (SUCCESSOR FRONTING LENDER)) or (B) one or more assignees so long as Tranche B Investors that are Eligible Assignees, in each case such prospective assignee is an Eligible Transferee (eachin accordance with the relevant Tranche B CDs, an “Assignee”; provided, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) all or any a portion of the Obligations, the Commitments and the other its rights and obligations hereunder (including all of such Lender hereunder its rights and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000); provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (I) written notice of such assignment, together with payment instructions, addresses, and related information obligations with respect to the AssigneeRevolving Loans, have been given to Borrower and Agent by such Lender the Swing Loans and the AssigneeLetters of Credit); PROVIDED, HOWEVER, that (IIx) if any such assignment shall be of the Fronting Lender's Outstandings and Commitment, such assignment shall cover the same percentage of such Lender's Outstandings and Commitment and (y) the Fronting Lender may not assign its Commitment or Outstandings hereunder except in accordance with the Tranche B CDs and its Assignee have delivered (z) the aggregate amount being assigned pursuant to Borrower and Agent an each such assignment (determined as of the date of the Assignment and Acceptance and Agent has notified with respect to such assignment) shall (if less than the assigning Lender of its receipt thereof in accordance with Section 14.1(b), and (IIIAssignor's entire interest) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount be an integral multiple of $5,0001,000,000 unless such assignment is made with the consent of the Borrower and the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Washington Group International Inc)
Assignments and Participations. (aThe Lenders shall be permitted to assign all or a portion of their Loans and commitments with the consent, not to be unreasonably withheld, of:(a) With the Borrowers, unless (i) the prior assignee is a Lender, an affiliate of a Lender or an approved fund (provided that, the Borrowers shall be deemed to have consented to an assignment unless it shall have objected thereto by written consent of Borrower, which consent of Borrower shall not be unreasonably withheld, delayed notice to the Administrative Agent within five (5) business days after having received notice thereof) or conditioned, and shall not be required (Aii) if a Default or an Event of Default has occurred and is continuingcontinuing;(b) with respect to assignments of (i) Loans and commitments under the RBL Facility (unless the assignee is a RBL Lender, an affiliate thereof or an approved fund) and (ii) Term Loans (unless the assignee is a Lender, an affiliate thereof, or an approved fund), the Administrative Agent; and (Bc) in connection with respect to assignments of Loans and commitments under the RBL Facility, the Issuing Xxxx.Xx the case of partial assignments (other than to another Lender, to an assignment to a Person that is affiliate of a Lender or an Affiliate (other than individuals) of a Lender approved fund), the minimum assignment amount shall be $5 million, in each case unless otherwise agreed by the Borrowers and the Administrative Agent. The Lenders shall also be permitted to sell participations in their Loans. Participants shall have the same benefits as the Lenders with respect to yield protection and increased cost provisions (provided that Borrower (1) no participant shall be deemed entitled to receive any greater payment than its participating Lender would have consented been entitled to receive except to the extent such entitlement to receive a proposed assignment unless it objects thereto greater payment results from an adoption of or any change in any law or in the interpretation or application thereof or compliance by written notice any Lender with any request or directive (whether or not having the force of law) from any central bank or other governmental authority made subsequent to Agent within five (5) Business Days the Closing Date that occurs after having received notice thereof), the participant acquired the applicable participation and (ii2) the prior written applicable Lender shall retain the sole right to approve any amendment, modification or waiver but such participation agreement may provide that such applicable Lender will not, without the consent of Agentits participant, agree to any amendment, modification or waiver that affects such participant and for which such Lender would have consent rights). Pledges of Agent Loans in accordance with applicable law shall not be unreasonably withheld, delayed permitted without restriction. Promissory notes shall be issued under the Facilities only upon request. No assignments or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Lender may assign and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that neither Borrower nor any Affiliate of Borrower participations shall be permitted to become an Assignee) all be made to any Borrower or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000); provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (I) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee, (II) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b), and (III) unless waived by the Agent, the assigning Lender respective affiliates or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,000natural persons.
Appears in 1 contract
Samples: Employment Agreement (Unit Corp)
Assignments and Participations. a. Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees (aother than a natural person) With all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to the Loans and the Letters of Credit); provided, however, that (i) if any such assignment shall be of the prior written consent assigning Lender’s Revolving Credit Outstandings and Revolving Credit Commitments, such assignment shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitments, (ii) if any such assignment shall be of the assigning Lender’s Revolving Credit Outstandings, such assignment shall cover a ratable amount of each Borrower’s Revolving Credit Outstandings, which consent (iii) the aggregate amount being assigned pursuant to each such assignment (determined as of Borrower the date of the Assignment and Acceptance with respect to such assignment) shall not in no event (if less than the assignor’s entire interest) be unreasonably withheldless than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, delayed or conditionedexcept, and shall not be required in either case, (A) if a Default or an Event with the consent of Default has occurred the Parent Borrower and is continuing, the Administrative Agent or (B) in connection with an if such assignment is being made to a Person that is a Lender or an Affiliate or Approved Fund of such Lender, (other than individualsiv) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the written consent of the Parent Borrower (which consents shall not be unreasonably withheld or delayed), and (v) with respect to any assignment, such assignments shall be subject to the written consent of the Administrative Agent (which consents shall not be unreasonably withheld or delayed); and provided, further, that, notwithstanding any other provision of this Section 10.2, (x) the consent of the Swingline Lender and each Issuer shall be required for any assignment hereunder (provided that which consents shall not be unreasonably withheld or delayed), (y) the consent of the Parent Borrower shall not be required for any assignment occurring when any Event of Default shall have occurred and be continuing and (z) the Parent Borrower shall be deemed to have consented to a proposed any assignment unless it objects shall object thereto by written notice to the Administrative Agent within five (5) 5 Business Days after having received notice thereof), and (ii) the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Lender may assign and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000); provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (I) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee, (II) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b), and (III) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,000.
Appears in 1 contract
Samples: Revolving Credit Agreement (Boardwalk Pipeline Partners, LP)
Assignments and Participations. (a) With (i) the prior written consent of Borrower, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, conditioned (and shall not be required (Ai) if a Default or an Event of Default has occurred and is continuing, or (Bii) in connection with an assignment to a Person that is a Lender Lender, a Related Fund, or an Affiliate (other than individuals) of a Lender Lender, or (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5iii) Business Days after having received notice thereofin connection with assignments of all or any portion of the Term Loan), and (ii) with the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, conditioned (and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender), any Lender may assign and delegate to one or more assignees so long as in (each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, provided that neither Borrower nor any no Loan Party or Affiliate of Borrower a Loan Party shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 2,500,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom which is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,0002,500,000); provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (IA) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee, (IIB) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b13.1(b), and (IIIC) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,0003,500.
Appears in 1 contract
Assignments and Participations. (a) With (i) the prior written consent of Borrower, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A1) if a Default or an Event of Default has occurred and is continuing, or and (B2) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof), and (ii) with the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Lender may assign and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that neither Borrower nor any no Loan Party, Affiliate of Borrower a Loan Party, Equity Sponsor, or Affiliate of Equity Sponsor shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom which is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000); provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ii) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee, (IIii) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b13.1(b), and (IIIiii) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,0003,500. Notwithstanding anything herein to the contrary, no Lender may assign any of its Commitments unless substantially contemporaneously with such assignment, such Lender assigns its Domestic Commitments to the same Assignee to which such Lender assigns its Commitments hereunder such that after giving effect to all such assignments, the percentages of such Lender’s and such Assignee’s Commitments to the aggregate amount of all Commitments equal the percentages of such Lender’s and such Assignee’s Domestic Commitments to the aggregate amount of all Domestic Commitments, respectively.
Appears in 1 contract
Samples: Guarantied Credit Agreement (Stanadyne Holdings, Inc.)
Assignments and Participations. (a) With (i) the prior written consent of BorrowerParent, which consent of Borrower Parent shall not be unreasonably withheld, delayed or conditioned, and shall not be required (A1) if a Default or an Event of Default has occurred and is continuing, or (B2) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender (Lender; provided that Borrower Parent shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent Agents within five (5) Business Days 10 days after having received notice thereof), and (ii) with the prior written consent of AgentAgents, which consent of Agent Agents shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Lender may assign and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that neither Borrower nor any no Loan Party, Affiliate of Borrower a Loan Party, ValueAct Capital, or Affiliate of ValueAct Capital shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum Dollar Equivalent amount (unless waived by the AgentAgents) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of whom which is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate Related Fund of such new Lender to the extent that the aggregate Dollar Equivalent amount to be assigned to all such new Lenders is at least $5,000,000); provided, however, that Borrower Parent and Agent Agents may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ii) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower Parent and Agent Agents by such Lender and the Assignee, (IIii) such Lender and its Assignee have delivered to Borrower Parent and Agent Agents an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b13.1(b), and (IIIiii) unless waived by the AgentAgents, the assigning Lender or Assignee has paid to U.S. Agent for U.S. Agent’s separate account account, or to Canadian Agent for Canadian Agent’s separate account, as applicable, a processing fee in the amount of $5,0003,500.
Appears in 1 contract
Samples: Credit Agreement (Seitel Inc)
