Assignments. (a) Any Lender may at any time assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, 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 an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower 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 thereof. Upon execution and delivery of an Assignment and Acceptance and 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 $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), 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 obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required.
Appears in 4 contracts
Samples: Credit Agreement (Southwest Gas Holdings, Inc.), Revolving Credit Agreement (Southwest Gas Corp), Revolving Credit Agreement (Southwest Gas Corp)
Assignments. (a) Any Lender may at any time assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreement, and such Assignee shall assume such rights and obligationsLender, pursuant to an instrument, in substantially the form of Exhibit E (an “a Lender Assignment and Acceptance”), executed by such Assignee and such transferring LenderAgreement, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld delayed or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days withheld) of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such LenderBorrower Representative, to another Lender, the extent no Default or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; continuing (each such consent not to be unreasonably withheld or delayed (and provided further, that the Borrower Representative shall be deemed to have consented if it fails to object to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having it received written notice thereof. Upon execution ), (ii) the Issuer (with respect to assignments of Revolving Loans and delivery Revolving Loan Commitments), and (iii) the Agent, may at any time assign and delegate to any one or more commercial banks, funds or other financial institutions; provided that with the consent of an Assignment the Issuer (with respect to assignments of Revolving Loans or Revolving Loan Commitments) and Acceptance and payment by such Assignee to such transferring Lender of an amount equal upon notice to the purchase price agreed between such transferring Borrower Representative and the Agent, upon the Agent’s acknowledgment on a Lender Assignment Agreement, any Lender may assign and such Assignee and payment by the transferring delegate to any of its Affiliates or to any other Lender or to a Related Fund of any Lender (pursuant to applicable law) (each Person described in either of the foregoing clauses as being the Person to whom such assignment and delegation is to be made, being hereinafter referred to as an “Assignee Lender”), all or any fraction of an assignment fee such Lender’s Loans, Letter of Credit Outstandings and Commitments in a minimum aggregate amount of $4,500 5,000,000 (or $7,500or, if less, the transferring Lender is a Defaulting entire remaining amount of such Lender) ’s Loans, Letter of Credit Outstandings and Commitments). Notwithstanding the foregoing, the Issuer may withhold consent (to the Administrative Agent (unless such fee is waived by the Administrative Agent extent a consent right exists) in its sole discretion)discretion to an assignment of Revolving Loans and Revolving Loan Commitments to a Person, if such Assignee assignment would, pursuant to any applicable laws, rules or regulations binding on the Issuer, result in a reduced rate of return to the Issuer or require the Issuer to set aside capital in an amount that is greater than that which is required to be set aside for any other Lender participating in the Letters of Credit. Each Obligor and the Agent shall be entitled to continue to deal solely and directly with a Lender party in connection with the interests so assigned and delegated to this Agreement and shall have all the rights and obligations of a an Assignee Lender with a Commitment as set forth in such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required.until:
Appears in 3 contracts
Samples: Credit Agreement, Credit Agreement (Parametric Sound Corp), Credit Agreement (Parametric Sound Corp)
Assignments. (a) Any Lender may at any time assign In addition to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”assignments permitted by Section 11.3(a), other than a Defaulting each Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, 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 an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lendermay, with (and subject to) the signed prior written consent of the Borrower Borrowers and the Administrative Agent (provided that no consent of the Borrowers shall be required during the existence and continuation of an Event of Default), which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days delayed, assign all or a portion of its receipt rights and obligations hereunder pursuant to an assignment agreement substantially in the form of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld)Exhibit 11.3 to one or more Eligible Assignees; provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower Borrowers shall be deemed to have consented to any such assignment unless it the Borrowers shall object thereto by written notice to the Administrative Agent within five 10 Business Days after having received notice thereof. Upon execution ; and delivery provided further that (i) any such assignment shall be in a minimum aggregate amount of an Assignment $1,000,000 of the Loans and Acceptance Commitments and payment in integral multiples of $1,000,000 above such amount (or the remaining amount of Loans and Commitments held by such Assignee to Lender), (ii) each such transferring Lender assignment shall be of an amount equal to a constant, not varying, percentage of all of the purchase price agreed between such transferring Lender assigning Lender’s rights and such Assignee obligations under the Loans and payment by Commitments being assigned and (iii) the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500assignee, if the transferring Lender is it shall not be a Defaulting Lender) , shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more Persons to whom all syndicate-level information (unless which may contain material non-public information about the Borrowers and their related parties or their respective securities) will be made available and who may receive such fee is waived by information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws. Any assignment hereunder shall be effective upon satisfaction of the conditions set forth above and delivery to the Administrative Agent of a duly executed assignment agreement together with a transfer fee of $3,500 payable to the Administrative Agent for its own account. Upon the effectiveness of any such assignment, the assignee shall become a “Lender” for all purposes of this Credit Agreement and the other Credit Documents and, to the extent of such assignment, the assigning Lender shall be relieved of its obligations hereunder to the extent of the Loans and Commitment components being assigned. The Borrowers agree that upon notice of any assignment to an assignee that was not theretofore a Lender, they will promptly provide to such assignee a new Note. Each Lender agrees that, in the event it assigns all of its Commitment hereunder, it shall promptly return the Note or Note(s) executed by the Borrowers in its sole discretionfavor. By executing and delivering an assignment agreement in accordance with this Section 11.3(b), such Assignee the assigning Lender thereunder and the assignee thereunder shall be a deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender party to this Agreement warrants that it is the legal and shall have all beneficial owner of the rights interest being assigned thereby free and obligations clear of a Lender with a Commitment any adverse claim and the assignee warrants that it is an Eligible Assignee; (ii) except as set forth in clause (i) above, such Assignment assigning Lender makes no representation or warranty and Acceptanceassumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Borrower or its Subsidiaries or the performance or observance by any Credit Party of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assigning Lender and such assignee each represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the transferring Lender shall time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be released from its obligations hereunder to performed by it as a corresponding extent, and no further consent or action by any party shall be requiredLender.
Appears in 3 contracts
Samples: Agreement (Brandywine Operating Partnership, L.P.), Term Loan B Agreement (Brandywine Operating Partnership, L.P.), Term Loan a Agreement (Brandywine Operating Partnership, L.P.)
Assignments. (a) Any Lender may at any time assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for with the primary benefit of, a natural Person, or the Borrower or any written consents of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights Company and obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower Agent (which consent shall consents will not be unreasonably withheld or delayed delayed) at any time assign and which consent shall be deemed delegate to have been given if the Borrower has not responded within ten Business Days one or more Eligible Assignees (any Person to whom an assignment and delegation is made being herein called an “Assignee”) all or any fraction of its receipt of a written request for such consent) Lender’s Committed Loans and the Administrative Agent (which consent shall not be unreasonably withheld)Commitment; provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) a Lender’s Commitment shall be in a the minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000thereof; provided furtherthat, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender of the entire remaining amount of the assigning Lender’s Commitment and the Committed Loans at the time owing to an Affiliate of such Lenderit, to another Lenderno minimum amount need be assigned; provided, or to an Approved Fund; provided further, that any no such consent of from the Borrower otherwise required under this Section Company shall not be required if if, at such time, an Event of Default under Section 10.1.1 or 10.1.3 has occurred and is continuing; provided, further, that, any such Assignee will comply, if applicable, with the provisions contained in Section 5.4; provided, further, the Company may withhold consent to the assignment of any Lender’s Committed Loans and provided Commitment to an Assignee for whom it is illegal to make a LIBOR Rate Loan described in Section 12.9(b)(iii) or that the Borrower would be required to compensate for any withholding or deductions described in clauses (i) or (ii) of Section 12.9(b) that are in excess of any such withholding or deductions the Borrower would be required to compensate to such assigning Lender, and any such withholding of consent by the Company is and hereby will be deemed to be reasonable; and provided, further, that the Borrower and the Agent shall be deemed entitled to have consented continue to any deal solely and directly with such assignment unless it shall object thereto by written notice assigning Lender in connection with the interests so assigned and delegated to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and payment by Assignee until such Assignee to such transferring assigning 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 $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), and/or 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 consummated such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required.assignment:
Appears in 3 contracts
Samples: Revolving Credit Agreement, Revolving Credit Agreement (AerCap Holdings N.V.), Revolving Credit Agreement (AerCap Holdings N.V.)
Assignments. (a) Any Lender may at any time assign The parties hereto hereby agree and consent to one the complete or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower partial assignment by each Conduit Purchaser of all or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, portion of its rights under, interest in, title to and obligations under this Agreement (i) to the Committed Purchasers pursuant to this Agreement or to a Funding Source pursuant to a Funding Agreement, and such Assignee shall assume such rights and obligations(ii) to any other Purchaser, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld any Managing Agent or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent or any of their respective Affiliates (other than an issuer of commercial paper notes or other entity which obtains funds from such an issuer of commercial paper notes), (iii) to any other issuer of commercial paper notes or other entity which obtains funds from such an issuer of commercial paper notes, which in either case (x) is sponsored or administered by the Managing Agent of such Conduit Purchaser’s Purchase Group or administered by any Affiliate of such Managing Agent and (y) has a short-term debt rating of “A-1” or better by S&P and “P-1” or better by Xxxxx’x or (iv) to any other Person with the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed); provided that (i) each such assignment (other than assignments (x) to its Affiliatesthat, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Amortization Event of Default has occurred and is continuing, consent of Seller shall not be required for any such assignment pursuant to this clause (iv); and provided provided, further, that the Borrower in no event shall be deemed any Conduit Purchaser assign any of its rights, interests or obligations under this Agreement to have consented to a Marathon Competitor, and upon any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and 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 $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion)assignment, 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 Conduit Purchaser shall be released from its obligations hereunder so assigned. Further, Seller, Servicer, the Administrative Agent, the related Managing Agent and each related Committed Purchaser hereby agree that any assignee of a Conduit Purchaser of this Agreement or all or any of the interests of any Conduit Purchaser shall have all of the rights and benefits under this Agreement as if the term “Conduit Purchaser” explicitly referred to a corresponding extentsuch party, and no further consent such assignment shall in any way impair the rights and benefits of any Conduit Purchaser hereunder. Neither Seller nor Servicer shall have the right to assign its rights or action obligations under this Agreement (other than the delegation by any party shall be requiredServicer of its duties or responsibilities as Servicer as permitted under and in accordance with Section 8.1(b)(i)).
Appears in 3 contracts
Samples: Receivables Purchase Agreement (Marathon Petroleum Corp), Receivables Purchase Agreement (Marathon Petroleum Corp), Receivables Purchase Agreement (Marathon Petroleum Corp)
Assignments. (a) Any Lender may may, in the ordinary course of its commercial lending business and in accordance with applicable law, at any time and from time to time, with the consent of the Issuing Lenders (which consent shall not be unreasonably withheld or delayed) assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower any Lender or any Affiliate thereof or, with the consent of the Borrower’s Affiliates or Subsidiaries) , the Administrative Agent, the Issuing Lenders and the Swingline Lenders (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, 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 an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed which consent of the Borrower (which consent Borrower, the Administrative Agent, the Issuing Lenders and the Swingline Lenders shall not be unreasonably withheld or delayed and which consent shall not be required from the Borrower during the continuation of an Event of Default and shall be deemed to have been given if the Borrower has not responded objected thereto within ten fifteen Business Days of notice thereof), to an additional bank or financial institution (an “Assignee”) all or any part of its receipt rights and obligations under this Agreement and the other Loan Documents pursuant to an Assignment and Assumption, substantially in the form of Exhibit E (an “Assignment and Assumption”), executed by such Assignee, such assigning Lender, and (to the extent required by this paragraph) the Administrative Agent, the Issuing Lender and the Swingline Lenders (and, in the case of an Assignee that is not then a Lender or an Affiliate thereof, by the Borrower) and delivered to the Administrative Agent for its acceptance and recording in the Register, provided that, in the case of any such assignment to an additional bank or financial institution, (i) the sum (without duplication) of the aggregate principal amount of the Commitments and Exposure being assigned shall not be less than $10,000,000 (or, if such Assignee is an Affiliate of a written request for Lender, $5,000,000, or such consent) lesser amount as may be agreed to by the Borrower and the Administrative Agent Agent) and (which consent ii) (x) the sum (without duplication) of the aggregate principal amount of the Commitments and Exposure retained by the assigning Lender, if any, shall not be unreasonably withheld); provided that less than $10,000,000 (ior such lesser amount as may be agreed to by the Borrower and the Administrative Agent) each such assignment (other than assignments (x) to its Affiliates, or (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment assigning Lender shall hold no Loans or Commitments. For the avoidance of doubt, no Lender may at any time assign or transfer all or any part of its rights and obligations under this Agreement and the other Loan Documents to any natural person or to the Borrower or any Affiliate of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower 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 thereofBorrower. Upon execution such execution, delivery, acceptance and delivery of an recording, from and after the effective date determined pursuant to such Assignment and Acceptance and 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 Assumption, (x) the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee thereunder shall be a Lender party hereto and, to this Agreement the extent provided in such Assignment and shall Assumption, have all the rights and obligations of a Lender hereunder with a Commitment as set forth therein, and (y) the assigning Lender thereunder shall, to the extent provided in such Assignment and AcceptanceAssumption, and the transferring Lender shall be released from its obligations hereunder 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 assigning Lender shall cease to be a corresponding extentparty hereto), but shall retain its rights pursuant to Sections 2.13, 2.14 and no further consent 2.15 in respect of the period prior to such effective date. Any assignment or action transfer by any party a Lender of rights or obligations under this Agreement that does not comply with this Section 9.6(c) shall be requiredtreated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (b) of this Section.
Appears in 3 contracts
Samples: Credit Agreement (Southern California Edison Co), Credit Agreement (Southern California Edison Co), Credit Agreement
Assignments. (a) Any Lender may may, with the prior written consent of the Administrative Agent and (except during the existence of a Default) the Borrower, which consent(s) shall not be unreasonably withheld or delayed, at any time assign to one or more financial institutions Persons that (but not to unless a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or Default exists) are Eligible Assignees (provided that no written consent of the Borrower or the Administrative Agent shall be required in connection with any assignment by a Lender to an Eligible Assignee that is a Lender or an Affiliate of any Lender and that the Borrower will be deemed to have consented to an assignment if it fails to respond negatively to a written request for consent within ten Business Days of delivery of such request and provided, further, that it is acknowledged that it is reasonable for the Borrower to withhold its consent to an assignment to a competitor of the Borrower or to an Affiliate of a competitor of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”)) all, other than a Defaulting Lender or a subsidiary thereof or any financial institution whoportion, upon becoming a of the Loans, the Commitment and the other rights and obligations of such Lender hereunder, would constitute in a Defaulting Lender minimum Dollar/Peso Equivalent amount of $5,000,000 or a subsidiary thereofhigher integral multiple of $1,000,000 (or, allif less, or a proportionate part all of all, of its such Lender’s remaining rights and obligations under this Agreementhereunder); provided that the Credit Parties and the Agents 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, shall have been given to the Borrower and the Administrative Agent by such Lender and/or its Assignee, (ii) such Lender and its Assignee shall assume such rights have delivered to the Borrower and obligations, pursuant to an instrument, the Administrative Agent a duly executed Assignment Agreement substantially in substantially the form of Exhibit E C (an “Assignment and AcceptanceAgreement”), executed by such Assignee and such transferring Lender, ) together with (and the Note(s) subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect except to each the extent waived by the Administrative Agent, such assignment, the Commitment of the assignor (if it has not assigned Lender or its entire interest) and of the assignee Assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice paid to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and payment by such Assignee a processing fee relating to such transferring Lender of an assignment in the 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 $4,500 3,500. Notwithstanding the foregoing, no such assignment shall be allowed if it would require securities registration under any Applicable Law or if the assigner thereof (if it is assigning less than all of its Loans and Commitments) would, after such assignment, have less than $5,000,000 (or $7,500, if the transferring Lender is a Defaulting Lenderits Dollar/Peso Equivalent) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to this Agreement Loans 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 obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredremaining Commitments.
Appears in 3 contracts
Samples: Credit Agreement (Axtel Sab De Cv), Credit Agreement (Axtel Sab De Cv), Credit Agreement (Axtel Sab De Cv)
Assignments. (a) Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time time, sell and assign to one or more financial institutions (but not to any Lender, any affiliate of a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower Lender or any of the Borrower’s Affiliates other bank or Subsidiariesfinancial institution (individually, an "Assignee") (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof all or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, portion of its rights and obligations under this Agreement, the Loan Documents (such a sale and such Assignee shall assume such rights and obligations, assignment to be referred to herein as an "Assignment") pursuant to an instrument, Assignment and Assumption Agreement in substantially the form of Exhibit E G attached hereto (an “"Assignment and Acceptance”), Agreement") executed by such each Assignee and such transferring Lender, with assignor Lender (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consentan "Assignor") and delivered to Administrative Lender for its acceptance and recording in the Administrative Agent Register (which consent shall not be unreasonably withheldas defined below); provided that provided, however, that: (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) Assignment shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), 5,000,000; (ii) each assignee shall be if the Assignment is not an Eligible Institutionassignment of Assignor's entire commitment, Assignor maintains a minimum commitment of $5,000,000; and (iii) after giving effect each Assignment which is not to each such assignmenta Lender or an affiliate thereof, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided furthermade only with the written consent of Administrative Lender (and, that in the foregoing consent requirement absence of a Default, Borrowers' Agent), which consent(s) shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower 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 thereofunreasonably withheld. Upon execution the execution, delivery, acceptance and delivery recording of an each Assignment Agreement, from and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to after 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 $4,500 effective date set forth therein, (or $7,500, if the transferring Lender is a Defaulting LenderA) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such each Assignee shall be a Lender party to this with a commitment as set forth in Section 1 of such Assignment Agreement and shall have the rights, duties and obligations of a Lender under the Loan Documents, and (B) the Assignor shall be a Lender with a commitment as set forth in Section 1 of such Assignment Agreement, or, if the commitment of the Assignor has been reduced to zero, the Assignor shall cease to be a Lender; provided, however, that each Assignor shall nevertheless be entitled to the indemnification rights contained in Section 13.3 hereof for any events, acts or omissions occurring before the effective date of its Assignment. Each Assignment Agreement shall be deemed to amend Schedule I hereto to the extent necessary to reflect the addition of each Assignee and the resulting adjustment of commitments arising from the purchase by each Assignee of all or a portion of the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Acceptance, an Assignor under this Agreement and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredother Loan Documents.
Appears in 2 contracts
Samples: Credit Agreement (Monaco Coach Corp /De/), Credit Agreement (Monaco Coach Corp /De/)
Assignments. (a) Any Lender may at any time assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, 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 an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lendermay, with (and subject to) the signed consent of the Agents and Borrower (which provided that, the consent of Borrower (A) shall not be unreasonably withheld or delayed and which (provided, further, that if such consent shall be deemed to have been given if the Borrower has is not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent granted, it shall not be considered unreasonably withheld); provided that (i) each such withheld if the proposed assignment (other than assignments (x) is to its Affiliates, (y) to an Approved Funda Person who is a direct competitor, or (za lender to or an affiliate of a direct competitor, of any Loan Party) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iiiB) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred exists or such assignment is to a Permitted Assignee), at any time assign to one or more Persons (other than natural persons) (any such Person, an “Assignee”) all or any portion of such Lender’s Loan; provided that, notwithstanding the foregoing, other than upon the occurrence and is continuing; during the continuance of an Event of Default, such assignment shall not be permitted if such assignment, when taken together with all previous assignments pursuant to this Section 14.1(a) and provided furtherall sales of participating interests in the Term Loans pursuant to Section 14.1(b), that would result in Agents, as Lenders (when aggregated with any of its direct or indirect Affiliate’s interests in the Borrower shall be deemed to have consented to Term Loans) not constituting the Required Lenders hereunder. Except as Agents may otherwise agree, any such assignment unless it shall object thereto be in a minimum aggregate amount equal to [***] or, if less, the remaining Commitments and Loan held by written notice the assigning Lender. The Loan Parties and Agents shall be entitled to continue to deal solely and directly with such Lender in connection with the Administrative Agent within five Business Days after having interests so assigned to an Assignee until Agents shall have received notice thereof. Upon execution and delivery of accepted an Assignment and Acceptance and 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 $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), 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 obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required.
Appears in 2 contracts
Samples: Credit Agreement (Acreage Holdings, Inc.), Credit Agreement (Acreage Holdings, Inc.)
Assignments. (a) Any Lender may at any time assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, 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 an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lendermay, with (and subject to) the signed prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliatesand, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an so long as no Event of Default has occurred and is continuing; , the Company (which consents shall not be unreasonably delayed or withheld), at any time assign and provided furtherdelegate to one or more Eligible Assignees (any Person to whom such an assignment and delegation is to be made being herein called an “Assignee”), that all or any fraction of such Lender’s Loans and Commitment in a minimum aggregate amount (in the Borrower shall be deemed case of an assignment to have consented an Assignee other than a Lender hereunder) equal to any the lesser of (i) the amount of the assigning Lender’s remaining Loans and, without duplication, Commitments and (ii) $5,000,000 (or such assignment unless it shall object thereto by written notice to lesser amount as the Company and the Administrative Agent within five Business Days after having received notice thereof. Upon execution may agree in their discretion); provided that (a) no assignment and delivery delegation may be made to any Person if, at the time of an Assignment such assignment and Acceptance and payment by such Assignee delegation, the Company would be obligated to such transferring Lender of an pay any greater amount equal under Section 7.6 or Section 8 to the purchase price agreed between Assignee than the Company is then obligated to pay to the assigning Lender under such transferring Sections (and if any assignment is made in violation of the foregoing, the Company will not be required to pay the incremental amounts), (b) any assignment of all or a portion of a Lender’s Commitment to a Person other than a Lender shall be subject to the prior written consent of the Issuing Lenders and such Assignee and payment by the transferring Swing Line Lender (which consents shall not be unreasonably withheld or delayed), (c) no consent of the Assignee of an assignment fee of $4,500 (Company or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent shall be required in connection with any assignment from a Lender to an Affiliate of such Lender or to another Lender; (unless such fee is waived by d) no consent of the Administrative Agent in its sole discretion), such Assignee shall be required in connection with the assignment of all or a portion of a Lender’s Revolving Loans and Commitment to another Lender party and (e) the Company and the Administrative Agent shall be entitled to this Agreement continue to deal solely and directly with such Lender in connection with the interests so assigned and delegated to an Assignee until the date when all of the following conditions 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 obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required.been met:
Appears in 2 contracts
Samples: Pledge Agreement (Middleby Corp), Credit Agreement (Middleby Corp)
Assignments. (a) Any Lender may at any time assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, 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 an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, Affiliates or (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, Lender or to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower 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 thereof. Upon execution and delivery of an Assignment and Acceptance and 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 $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), 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 obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Southwest Gas Holdings, Inc.), Revolving Credit Agreement (Southwest Gas Holdings, Inc.)
Assignments. (a) Any Each Lender may shall have the right at any time assign time, with the prior consent of the Administrative Agent and, so long as no Default or Event of Default then exists, the Borrower (which consent of the Borrower shall not be unreasonably withheld or delayed, and which consent of the Borrower shall not be required with respect to one assignments to Lenders or more to financial institutions (but not which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporation) to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower assign all or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreementthe Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its obligation to make Loans) to one or more commercial banks or other financial institutions or investors, provided that, unless otherwise agreed to by the Administrative Agent, such assignment shall be of a fixed percentage (and such Assignee shall assume such not by its terms of varying percentage) of the assigning Lender's rights and obligationsobligations under the Loan Documents; provided, pursuant however, that in order to an instrumentmake any such assignment (i) unless the assigning Lender is assigning all of its Commitments and outstanding Loans, the assigning Lender shall retain at least $10,000,000 in substantially the form of Exhibit E unused Commitments and outstanding Loans, (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject toii) the signed consent assignee Lender shall have Commitments and outstanding Loans of the Borrower at least $5,000,000, (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (iiii) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be evidenced by a written agreement (substantially in the form attached hereto as Exhibit E or in such other form acceptable to the Administrative Agent) executed by such assigning Lender, such assignee Lender or Lenders, the Administrative Agent and, if required as provided above, the Borrower, which agreement shall specify in each instance the portion of the Obligations which are to be assigned to the assignee Lender and the portion of the Commitments of the assigning Lender to be assumed by the assignee Lender, and (iv) the assigning Lender shall pay to the Administrative Agent a minimum amount processing fee of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved 3,500 and any out-of-pocket attorneys' fees and expenses incurred by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to connection with any such assignment unless it agreement. Any such assignee shall object thereto by written notice become a Lender for all purposes hereunder to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery extent of an Assignment and Acceptance and 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 $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), 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, under the Loan Documents it assumes and the transferring assigning Lender shall be released from its obligations hereunder to a corresponding extentobligations, and no further consent or action by any party will have released its rights, under the Loan Documents to the extent of such assignment. The address for notices to such assignee Lender shall be requiredas specified in the assignment agreement executed by it. Promptly upon the effectiveness of any such assignment agreement, the Borrower shall execute and deliver replacement Notes to the assignee Lender and the assigning Lender in the respective amounts of their Commitments (or assigned principal amounts, as applicable) after giving effect to the reduction occasioned by such assignment (all such Notes to constitute "Notes" for all purposes of the Loan Documents), and the assignee Lender shall thereafter surrender to the Borrower its old Notes. The Borrower authorizes each Lender to disclose to any purchaser or prospective purchaser of an interest in the Loans owed to it or its Commitments under this Section any financial or other information pertaining to the Borrower or any Subsidiary.
Appears in 2 contracts
Samples: Day Credit Agreement (Hewitt Associates Inc), Day Credit Agreement (Hewitt Associates Inc)
Assignments. (a) Any Each Lender may shall have the right at any time assign to one or more financial institutions (but not to a natural Persontime, or a holding companywith the prior consent of the Administrative Agent and, investment vehicle or trust forso long as no Event of Default then exists, or owned and operated for the primary benefit of, a natural Person, or the Borrower (which consent of the Borrower shall not be unreasonably withheld) to sell, assign, transfer or negotiate all or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreementthe Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its obligation to make Loans and participate in Letters of Credit) to one or more commercial banks or other financial institutions or investors, provided that, unless otherwise agreed to by the Administrative Agent, such Assignee assignment shall assume such be of a fixed percentage (and not by its terms of varying percentage) of the assigning Lender's rights and obligationsobligations under the Loan Documents; provided, pursuant however, that in order to an instrumentmake any such assignment, (i) unless the assigning Lender is assigning all of its Commitments, outstanding Loans and interests in substantially Letters of Credit Obligations, the form assigning Lender shall retain at least $5,000,000 in unused Commitments, outstanding Loans and interests in Letters of Exhibit E Credit, (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject toii) the signed consent assignee Lender shall have Commitments, outstanding Loans and interests in Letters of the Borrower Credit of at least $5,000,000, (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (iiii) each such assignment shall be evidenced by a written agreement (substantially in the form attached hereto as Exhibit F or in such other than assignments (xform acceptable to the Administrative Agent) executed by such assigning Lender, such assignee Lender or Lenders, the Administrative Agent and, if required as provided above, the Borrower, which agreement shall specify in each instance the portion of the Obligations which are to its Affiliatesbe assigned to the assignee Lender and the portion of the Commitments of the assigning Lender to be assumed by the assignee Lender, (yiv) the Swing Loans and Swing Line Commitment shall only be assigned (if at all) in total and (v) the assigning Lender shall pay to an Approved Fund, or (z) of its entire interest) shall be in the Administrative Agent a minimum amount processing fee of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved 3,500 and any out-of-pocket attorneys' fees and expenses incurred by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to connection with any such assignment unless it agreement. Any such assignee shall object thereto by written notice become a Lender for all purposes hereunder to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery extent of an Assignment and Acceptance and 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 $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), 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, under the Loan Documents it assumes and the transferring assigning Lender shall be released from its obligations hereunder to a corresponding extentobligations, and no further consent or action by any party will have released its rights, under the Loan Documents to the extent of such assignment. The address for notices to such assignee Lender shall be requiredas specified in the assignment agreement executed by it. Promptly upon the effectiveness of any such assignment agreement, the Borrower shall execute and deliver replacement Notes to the assignee Lender and the assigning Lender in the respective amounts of their Commitments (or assigned principal amounts, as applicable) after giving effect to the reduction occasioned by such assignment (all such Notes to constitute "Notes" for all purposes of the Loan Documents), and the assignee Lender shall thereafter surrender to the Borrower its old Notes. The Borrower authorizes each Lender to disclose to any purchaser or prospective purchaser of an interest in the Loans and interest in Letters of Credit owed to it or its Commitments under this Section any financial or other information pertaining to the Borrower or any Subsidiary.
Appears in 2 contracts
Samples: Credit Agreement (Ios Brands Corp), Credit Agreement (Ios Brands Corp)
Assignments. The Borrower may not assign its rights or obligations hereunder or any interest herein, and any such assignment shall be void unless the Borrower has obtained the prior written consent of the Administrative Agent to such assignment. The Lenders shall have the right to assign and/or participate their respective Non-Conduit Lender Commitments and Advances; provided, that if no Event of Default exists at the time of such assignment or participation, (a) Any the indemnities to which any such assignee or participant shall be entitled under Section 5.2 or 5.3 hereof shall not be greater at and as of the time of assignment or participation than the indemnity to which the assignor or participant grantor would have been entitled under Section 5.2 or 5.3 hereof had such assignment or participation not occurred, (b) such assignee shall be a Qualifying Lender, (c) such assignor shall only be released from its Non-Conduit Lender may at any time assign Commitments to one or more financial institutions the extent provided in the immediately succeeding sentence, and (but not d) if such assignee is not, prior to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit ofdate of such assignment, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or an Affiliate of a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, 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 an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and such assignment shall be subject to) to the signed prior consent of the Borrower (which such consent shall of the Borrower not to be unreasonably withheld or delayed and which consent shall to be deemed to have been be given if the Borrower has does not responded object to a proposed assignee within ten five Business Days of its receipt of a written any request for such consent) and ). Upon the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each issuance of a Non-Conduit Lender Commitment to provide a portion of the Advances by any assignee of such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Non-Conduit Lender Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such a Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower 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 thereof. Upon execution and delivery of an Assignment and Acceptance and 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 $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), 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 the portion of its obligations hereunder Non-Conduit Lender Commitment in an aggregate amount equal to the Non-Conduit Lender Commitment of such assignee. Notwithstanding the foregoing, each Non-Conduit Lender shall have the right, at any time, to assign and/or participate its Non-Conduit Lender Commitments and Advances with prior notice to the Borrower, but without the consent of the Borrower, to any Affiliate of such Non-Conduit Lender that is a corresponding extentQualifying Lender at the time of such assignment or participation, to any commercial paper conduit that is a Qualifying Lender at the time of such assignment or participation, and no further consent or action is administered by any party Affiliate thereof or administered by any other Person for the exclusive or non-exclusive benefit of any Affiliate of such Non-Conduit Lender, and/or to any other Lender and such Non-Conduit Lender shall be requiredreleased from the portion of its Non-Conduit Lender Commitment in an aggregate amount equal to the Non-Conduit Lender 106 Commitment of the applicable assignee. In addition, any Lender or any of its Affiliates may pledge or assign any of its rights under this Agreement and under the Transaction Documents to any Federal Reserve Bank within the United States, or if a Qualifying Lender at the time of such pledge or assignment, to any liquidity or credit support provider or any commercial paper conduit collateral trustee without notice to or consent of the Borrower or the Administrative Agent. In the case of any Lender that is a fund that invests in bank loans, such Lender may, without the consent of Borrower or the Administrative Agent, collaterally assign or pledge all or any portion of its rights under this Agreement and under the Transaction Documents, to any holder of, trustee for, or any other representative of holders of, obligations owed or securities issued, by such fund, as security for such obligations or securities, in each case provided that each such holder is a Qualifying Lender. Notwithstanding the foregoing, each Conduit Lender shall have the right, at any time, to assign and/or participate its Advances without the prior consent of the Borrower or any other party hereto to any liquidity or credit support provider of such Conduit Lender, to the related Non-Conduit Lender or any of its Affiliates that is a Qualifying Lender at the time of such assignment or participation, to any commercial paper conduit that is a Qualifying Lender at the time of such assignment or participation, and is administered by any Affiliate thereof or administered by any other Person for the exclusive or non-exclusive benefit of any Affiliate of such Non-Conduit Lender, and/or to any other Lender.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (Genesis Lease LTD)
Assignments. (a) Any Lender may at any time assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiariesan Ineligible Institution) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, 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 an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (xw) to its Affiliates, (x) to other Lenders, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), ) and (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default under Sections 8.01(a), 8.01(b), or 8.01(i) has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five ten Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and 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 $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) 3,500 to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), 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 obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Southwest Gas Corp), Day Term Loan Credit Agreement (Southwest Gas Holdings, Inc.)
Assignments. (a) Any Lender may may, in the ordinary course of its commercial banking or lending business and in accordance with Applicable Law and with the approval of the Administrative Agent, (i) at any time sell or assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower all or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this AgreementAgreement and the other Loan Documents to any existing Lender or any Affiliate thereof, and such (ii) with the consent of the Borrower (which Borrower consent shall not be unreasonably withheld and shall not be required for a sale or assignment to an Eligible Assignee shall assume such or during an Event of Default) sell or assign to any other Person (any purchaser or assignee under clause (i) or (ii), a “Purchaser Lender”) all or any part of its rights and obligationsobligations under this Agreement and the other Loan Documents, in each instance under clause (i) or (ii) above, pursuant to an instrument, a transfer supplement that is in substantially a form reasonably satisfactory to the form of Exhibit E Administrative Agent (an a “Assignment and AcceptanceTransfer Supplement”), executed by such Assignee and such transferring Purchaser Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and transferor Lender, the Administrative Agent and, if applicable, the Borrower, and delivered to the Administrative Agent for its acceptance and recording in the Register (which consent shall not be unreasonably withheldas defined below); provided that (x) in the event of a sale or assignment under clause (i) each or (ii) above of less than all of a selling or assigning Lender’s rights and obligations, such selling or assigning Lender shall retain a Lender’s Percentage Interest of at least $10,000,000 (or such lesser amount as the Administrative Agent and Borrower may reasonably approve) and (y) any sale or assignment under clause (other than assignments i) or (ii) above shall result in the Purchaser Lender acquiring, pursuant to such sale or assignment, a Lender’s Percentage Interest of at least $10,000,000 (or such lesser amount as the Administrative Agent and Borrower may reasonably approve). Upon such execution, delivery, acceptance and recording, from and after the “Transfer Effective Date” (as defined in the Transfer Supplement) determined pursuant to such Transfer Supplement, (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Purchaser Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower 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 thereof. Upon execution and delivery of an Assignment and Acceptance and 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 $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee thereunder shall be a Lender party to this Agreement (if not already a party hereto), and, to the extent provided in such Transfer Supplement (and shall in addition to any existing rights and obligations as a Lender hereunder), have all the rights and obligations of a Lender hereunder with a Commitment an interest as set forth therein, and (y) the transferor Lender thereunder shall, to the extent of the interest transferred as reflected in such Assignment and AcceptanceTransfer Supplement, and the transferring Lender shall be released from its obligations hereunder under this Agreement and the other Loan Documents (and, in the case of a Transfer Supplement covering all or the remaining portion of a transferor Lender’s rights and obligations under this Agreement, such transferor Lender shall cease to be a corresponding party hereto). Such Transfer Supplement shall be deemed to amend this Agreement to the extent, and no further consent only to the extent, necessary to reflect the addition of such Purchaser Lender and the resulting adjustment of Lender Interests arising from the purchase by such Purchaser Lender of all or action a portion of the rights and obligations of such transferor Lender. On or prior to the Transfer Effective Date determined pursuant to such Transfer Supplement, the Borrower shall execute and deliver to the Administrative Agent in exchange for the surrendered Note such new Note, payable to the order of such Purchaser Lender in an amount equal to the interest sold or assigned to it pursuant to such Transfer Supplement and, if the transferor Lender has retained any interest hereunder, a new Note to the order of the transferor Lender in an amount equal to the interest retained by any party the transferor Lender. Such new Note shall be requireddated the Closing Date (but with indication of reissuance as of the Transfer Effective Date) and shall otherwise be in the form of the Note replaced thereby. The Note surrendered by the transferor Lender shall be returned by the Administrative Agent to the Borrower marked “canceled.” Notwithstanding the above, any Lender shall have the right at any time without the approval or consent of the Administrative Agent or the Borrower to grant a security interest in all or any portion of such Lender’s rights in this Agreement or the other Loan Documents to any Federal Reserve Bank or the central reserve bank or similar authority of any other country to secure any obligation of such Lender to such bank or similar authority. The Borrower authorizes each of the Lenders to provide to potential Purchaser Lenders copies of this Agreement, any other Loan Documents and any other documents, instruments, certificates, opinions, insurance policies, financial statements and financial, operational and other information and materials previously provided to any of the Secured Lenders.
Appears in 2 contracts
Samples: Loan Agreement (Sunrise Senior Living Inc), Loan Agreement (Sunrise Senior Living Inc)
Assignments. (a) Any Lender may may, in the ordinary course of its commercial lending business and in accordance with applicable law, at any time and from time to time, with the consent of the Issuing Lenders (which consent shall not be unreasonably withheld or delayed) assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower any Lender or any Affiliate thereof or, with the consent of the Borrower’s Affiliates or Subsidiaries) , the Administrative Agent and the Issuing Lenders (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, 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 an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed which consent of the Borrower (which consent Borrower, the Administrative Agent and the Issuing Lenders shall not be unreasonably withheld or delayed and which consent shall not be required from the Borrower during the continuation of an Event of Default and shall be deemed to have been given if the Borrower has not responded objected thereto within ten fifteen Business Days of notice thereof), to an additional bank or financial institution (an “Assignee”) all or any part of its receipt rights and obligations under this Agreement and the other Loan Documents pursuant to an Assignment and Assumption, substantially in the form of Exhibit E (an “Assignment and Assumption”), executed by such Assignee, such assigning Lender, and (to the extent required by this paragraph) the Administrative Agent and the Issuing Lender (and, in the case of an Assignee that is not then a Lender or an Affiliate thereof, by the Borrower) and delivered to the Administrative Agent for its acceptance and recording in the Register, provided that, in the case of any such assignment to an additional bank or financial institution, (i) the sum (without duplication) of the aggregate principal amount of the Commitments and Exposure being assigned shall not be less than $10,000,000 (or, if such Assignee is an Affiliate of a written request for Lender, $5,000,000), or such consent) lesser amount as may be agreed to by the Borrower and the Administrative Agent and (which consent ii) (x) the sum (without duplication) of the aggregate principal amount of the Commitments and Exposure retained by the assigning Lender, if any, shall not be unreasonably withheld); provided that less than $10,000,000 (ior such lesser amount as may be agreed to by the Borrower and the Administrative Agent) each such assignment (other than assignments (x) to its Affiliates, or (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment assigning Lender shall hold no Loans or Commitments. For the avoidance of doubt, no Lender may at any time assign or transfer all or any part of its rights and obligations under this Agreement and the other Loan Documents to any natural person or to the Borrower or any Affiliate of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower 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 thereofBorrower. Upon execution such execution, delivery, acceptance and delivery of an recording, from and after the effective date determined pursuant to such Assignment and Acceptance and 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 Assumption, (x) the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee thereunder shall be a Lender party hereto and, to this Agreement the extent provided in such Assignment and shall Assumption, have all the rights and obligations of a Lender hereunder with a Commitment as set forth therein, and (y) the assigning Lender thereunder shall, to the extent provided in such Assignment and AcceptanceAssumption, and the transferring Lender shall be released from its obligations hereunder 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 assigning Lender shall cease to be a corresponding extentparty hereto), but shall retain its rights pursuant to Sections 2.13, 2.14 and no further consent 2.15 in respect of the period prior to such effective date. Any assignment or action transfer by any party a Lender of rights or obligations under this Agreement that does not comply with this Section 9.6(c) shall be requiredtreated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (b) of this Section.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement
Assignments. Each Bank may assign all or a portion of its rights and obligations hereunder pursuant to this clause (ab)(A) Any Lender may at any time assign to (x) one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower Banks or any affiliates of any Bank or (y) one or more other Eligible Transferees, provided that (i) any such assignment pursuant to clause (y) above shall be in the Borrower’s Affiliates aggregate amount of at least $5,000,000, (ii) after giving effect to any such assignment pursuant to clause (x) or Subsidiaries(y) above, no Bank shall have a Commitment of less than $5,000,000 unless such Bank's Commitment is reduced to zero pursuant to such assignment, (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or iii) the assigning Bank shall not assign any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreement without assigning the same percentage of its rights and obligations under the 364-Day Agreement, and such Assignee shall assume such rights and obligations, (iv) any assignment pursuant to an instrument, in substantially clause (y) shall require the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (Borrowers, which consent shall not be unreasonably withheld); , and provided that (i) each further, that, so long as no Loans or interest thereon shall be outstanding and no Default or Event of Default shall have occurred with respect to PPL, Finance Co. or Resources and then be continuing, the Borrowers may at their option terminate the portion of such assignment (other than assignments (x) assigning Bank's Commitment proposed to its Affiliates, be assigned pursuant to clause (y) above in lieu of consenting to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, and the Total Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided furtherreduced in the amount of such termination. Assignments or terminations of all or any portion of any Bank's Commitment pursuant to this clause (b)(A) will only be effective if the Agent shall have received a written notice from the assigning Bank and the assignee, that or, in the foregoing consent requirement shall not be applicable case of a termination, the Borrowers, and, in the case of an assignment, payment of a nonrefundable assignment fee of $2,500 to the Agent by either the assigning Bank or the assignee. No later than five Business Days after its receipt of any written notice of assignment or other transfer by any Lender to an Affiliate of termination, the Agent will record such Lenderassignment or termination, to another Lender, or to an Approved Fund; provided further, that any consent and the resultant effects thereof on the Commitment of the Borrower otherwise required under this Section assigning or terminating Bank and, in the case of an assignment, the assignee, in the Register, at which time such assignment or termination shall become effective, provided that the Agent shall not be required if an Event to, and shall not, so record any assignment or termination in the Register on or after the date on which any proposed amendment, modification or supplement in respect of Default this Agreement has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice been circulated to the Administrative Agent within five Business Days after having received notice thereofBanks for approval until the earlier of (x) the effectiveness of such amendment, modification or supplement in accordance with Section 10.4 or (y) 30 days following the date on which such proposed amendment, modification or supplement was circulated to the Banks. Upon execution and delivery the effectiveness of any assignment or termination pursuant to this clause (b)(A), (x) the assignee, in the case of an Assignment and Acceptance and payment by such Assignee to such transferring Lender assignment, will become a "Bank" for all purposes 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 $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to this Agreement and shall have all the rights and obligations of a Lender other Loan Documents with a Commitment as set forth so recorded by the Agent in such Assignment and Acceptancethe Register, and to the transferring Lender extent of such assignment or termination, the assigning or terminating Bank shall be released from relieved of its obligations hereunder with respect to a corresponding extent, and no further consent the portion of its Commitment being assigned or action by any party shall be requiredterminated.
Appears in 2 contracts
Samples: Pp&l Resources Inc, Pp&l Inc
Assignments. (a) Any Lender may Subject to and in accordance with Section 10.1, any Lessor Party may, in the ordinary course of its business and in accordance with Applicable Law and at its own cost and expense, at any time and from time to time assign to one or more financial institutions any Eligible Assignee (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit ofeach, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “AssigneePurchasing Lessor Party”), other than a Defaulting Lender or a subsidiary thereof all or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreement, Agreement and such Assignee shall assume such rights and obligations, the other Operative Agreements pursuant to an instrumentassignment and acceptance, in substantially form and substance reasonably acceptable to the form of Exhibit E (an “Assignment and Acceptance”)Agent, executed by such Assignee and Purchasing Lessor Party, such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) assigning Lessor Party and the Administrative Agent (which consent shall not be unreasonably withheld)and delivered to the Agent for its acceptance and recording in the Register; provided provided, that (i) each no such assignment to a Purchasing Lessor Party (other than assignments (x) to its Affiliates, (y) to an Approved Fund, any Lessor Party or (z) of its entire interestany affiliate thereof) shall be in a minimum an aggregate advance amount of less than $10,000,000 or in integral multiples of $1,000,000 in excess thereof 2,000,000 (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable other than in the case of an assignment or other transfer by any Lender to an Affiliate of such Lenderall of a Lessor Party’s interests under the Operative Agreements); provided, further, to another Lenderthe extent no Default or Event of Default shall have occurred and be continuing, any such assignment (other than to a Lessor Party or its Affiliates) shall be subject to the consent (not to be unreasonably withheld or delayed) by the Lessee; provided, further, upon the occurrence and during the continuance of any Event of Default, (i) any Lessor Party may assign to any Person (regardless of whether such Person is an Approved FundEligible Assignee; provided furtherthat, that in no event, shall any consent assignment be made to any competitor of the Borrower otherwise required under this Section shall not be required any Credit Party even if an Event of Default has occurred occurred) all or any part of such Lessor Party’s rights and is continuing; obligations under the Operative Agreements pursuant to an assignment and provided furtheracceptance, that in form and substance reasonably satisfactory to the Borrower Agent, and (ii) there shall be deemed to have consented to no minimum aggregate advance amount required for any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereofassignment. Upon execution such execution, delivery, acceptance and delivery of an Assignment recording, from and Acceptance and payment by such Assignee after the effective date determined pursuant to such transferring Lender of an amount equal to assignment and acceptance, (x) 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 $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee Purchasing Lessor Party thereunder shall be a Lender party hereto and, to this Agreement the extent provided in such assignment and shall acceptance, have all the rights and obligations of a Lender Lessor Party hereunder with a Commitment Lessor Parties Interest as set forth therein, and (y) the assigning Lessor Party thereunder shall, to the extent provided in such Assignment assignment and Acceptanceacceptance, and the transferring Lender shall be released from its obligations hereunder under this Agreement (and, in the case of an assignment and acceptance covering all of the remaining portion of an assigning Lessor Party’s rights and obligations under the Operative Agreements, such assigning Lessor Party shall cease to be a corresponding extent, and no further consent or action by any party shall be requiredhereto).
Appears in 2 contracts
Samples: Participation Agreement (Big Lots Inc), Participation Agreement (Big Lots Inc)
Assignments. (a) Any Neither Borrower nor Lender can assign any of its rights or obligations under this Agreement without the prior written consent of the other party. Within 30 days of an occurrence of a Credit Downgrade, Lender may at any time assign deliver a written notice to one or more financial institutions Borrower (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or “Assignment Notice”) requesting that the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of assign its rights and obligations under this AgreementAgreement to a financial institution reasonably acceptable to Borrower and Lender (the “Assignee”). Following receipt of the Assignment Notice, and such Borrower will use its reasonable efforts to assign to the Assignee shall assume such its rights and obligationsobligations under the Agreement and its, pursuant to an instrument, in substantially or its affiliates’ corresponding rights and obligations under swap or other agreements with holders of Exchangeable Notes (the form of Exhibit E (an “Assignment and AcceptanceBack-to-back Agreements”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall within not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days more than 60 days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld)Assignment Notice; provided that Borrower shall be under no obligation to effect any such assignment unless (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) the Assignee shall assume all of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion)Borrower’s rights and obligations under the Agreement and all Back-to-back Agreements, (ii) each assignee of the counterparties to the Back-to-back Agreements shall consent to an assignment of the Back-to-back Agreement to which it is a party, (iii) none of such assignments (w) shall be an Eligible Institutionprohibited by any law, rules or regulation of any governmental authority to which Borrower or any of its affiliates is or would be subject, (x) shall violate, or would upon any such assignment likely violate, any order or prohibition of any court, tribunal or other governmental authority, (y) shall require the prior consent of any court, tribunal or other governmental authority prior to such assignment or (z) would subject Borrower or any of its affiliates, in the reasonable judgment of Borrower, based on the advice of counsel, to any liability or potential liability under any applicable laws, and (iiiiv) after giving effect to each Lender shall fully cooperate with Borrower in effecting all such assignmentassignments. Notwithstanding the foregoing, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower 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 thereof. Upon execution and delivery of an Assignment and Acceptance and 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 $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to this Agreement and shall have all the Borrower’s rights and obligations under Section 12 of a Lender with a Commitment as set forth in such Assignment and Acceptance, and the transferring Lender this Agreement shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by survive any party shall be requiredassignment.
Appears in 2 contracts
Samples: Share Lending Agreement (Sirius Xm Radio Inc.), Share Lending Agreement (Sirius Xm Radio Inc.)
Assignments. (a) Any Without any requirements for further consent of the Companies, any Lender may at assign any time assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, all of its rights and obligations under this Agreementthe Facilities Papers to their own Lender Affiliates, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially with the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed Agent and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred that the Agent has not declared in writing to have been cured or waived) the Companies, which consents will not be unreasonably withheld, and is continuing; at no cost to the Companies or the Agent, any Lender may assign any or all of its rights and provided furtherobligations under the Facilities Papers to any “Eligible Assignee” — which means (a) a commercial bank having total assets in excess of One Billion Dollars ($1,000,000,000) or (b) a finance company, insurance company or other financial institution or fund, acceptable to the Agent, that is regularly engaged in making, purchasing or investing in loans and has total assets in excess of One Billion Dollars ($1,000,000,000); provided that (1) without the Borrower prior written consent of the Agent, no such assignment to any Eligible Assignee shall be deemed for a Committed Sum of less than Ten Million Dollars ($10,000,000) or shall result in a Lender’s having an aggregate Committed Sum of less than Five Million Dollars ($5,000,000), (2) no such consent shall result in there being more than a total of ten (10) Lenders (a participant is not a Lender), and (3) each such assignment shall be substantially in the form of Exhibit F, with the assignor to exchange its Senior Credit Note(s) for new Senior Credit Note(s) and the Eligible Assignee to receive new Senior Credit Note(s) and with the assignor to have consented no further right or obligation with respect to the rights and obligations assigned to and assumed by the Eligible Assignee. The Companies agree that, as to any assignment to any Lender Affiliate or if the Companies consent to any such assignment unless it shall object thereto by written notice to an Eligible Assignee, the Administrative Agent within five Business Days after having received notice thereof. Upon Companies will cooperate with the prompt execution and delivery of an Assignment and Acceptance and payment by such Assignee documents reasonably necessary to such transferring Lender of an amount equal assignment process to the purchase price agreed between such transferring Lender and such Assignee and payment extent that the Companies incur no cost or expense that is not paid by the transferring Lender or assigning Lender, including the Assignee issuance of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lendernew Senior Credit Note(s) to the Administrative Agent assignor (unless if retaining an interest hereunder) and the Assignee immediately upon delivery to the Companies of the assignor’s Senior Credit Note(s). Upon such fee is waived by assignment, the Administrative Agent in its sole discretion), such Assignee assignee shall be a Lender party to for all purposes under this Agreement and the other Facilities Papers, if the assignment is an assignment of all of the assignor’s interest in the Loan and its security, the assignor shall have be automatically released from all of its obligations and liabilities hereunder, and, whether it is such a complete assignment or only a partial assignment, the rights and obligations of a Lender with a Commitment as set forth in such Assignment and AcceptanceCommitted Sums shall be adjusted appropriately, and the transferring Lender shall be released from its obligations hereunder parties agree to approve in writing a corresponding extent, revised and no further consent or action by any party shall be requiredupdated version of Schedules LC.
Appears in 2 contracts
Samples: Credit Agreement (Homebanc Corp), Assignment and Assumption (Homebanc Corp)
Assignments. (a) Any Lender may at any time assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, 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 an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (xw) to its Affiliates, (yx) to other Lenders, (w) an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), ) and (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default under Sections 8.01(a), 8.01(b) or 8.01(i) has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five ten Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and 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 $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) 3,500 to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), 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 obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required.
Appears in 2 contracts
Samples: Credit Agreement (Southwest Gas Holdings, Inc.), Credit Agreement (Southwest Gas Holdings, Inc.)
Assignments. (a) Any Each Lender may shall have the right at any time assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, 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 an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lendertime, with (and subject to) the signed prior consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld) and, so long as no Event of Default then exists, the Borrower (which consent of the Borrower shall not be unreasonably withheld, provided no consent of the Borrower shall be required as to assignments between a Lender and its Affiliates, whether or not an Event of Default exists), to sell, assign, transfer, or negotiate all or any part of its rights and obligations under the Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its obligation to make loans and advances and participate in L/Cs) to one or more commercial banks or other financial institutions, provided that, unless otherwise agreed to by the Administrative Agent, such assignment shall be of a fixed percentage (and not by its terms of varying percentage) of the assigning Lender's rights and obligations under the Loan Documents; provided provided, however, that in order to make any such assignment (i) unless the assigning Lender is assigning all of its Commitments, outstanding Loans, and Reimbursement Obligations, the assigning Lender shall retain at least $5,000,000 in Commitments, outstanding Loans, and Reimbursement Obligations, (ii) the assignee Lender shall have Commitments, outstanding Loans, and Reimbursement Obligations of at least $5,000,000, (iii) each such assignment shall be evidenced by a written agreement (substantially in the form attached hereto as Exhibit G or in such other than assignments (xform acceptable to the Administrative Agent) executed by such assigning Lender, such assignee Lender or Lenders, the Administrative Agent and, if required as provided above, the Borrower, which agreement shall specify in each instance the portion of the Obligations which are to its Affiliatesbe assigned to the assignee Lender and the portion of the Commitments of the assigning Lender to be assumed by the assignee Lender or Lenders, (yiv) the Swing Loans and Swing Line Commitment shall only be assigned, if at all, in total, and (v) the assigning Lender shall pay to an Approved Fund, or (z) of its entire interest) shall be in the Administrative Agent a minimum amount processing fee of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved 3,500 and any out-of-pocket attorneys' fees and expenses incurred by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to connection with any such assignment unless it agreement. Any such assignee shall object thereto by written notice become a Lender for all purposes hereunder to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery extent of an Assignment and Acceptance and 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 $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), 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, under the Loan Documents it assumes and the transferring assigning Lender shall be released from its obligations hereunder to a corresponding extentobligations, and no further consent or action by any party will have released its rights, under the Loan Documents to the extent of such assignment. The address for notices to such assignee Lender shall be requiredas specified in the assignment agreement executed by it. Concurrently with the execution and delivery of such assignment agreement, the Borrower shall execute and deliver Notes to the assignee Lender and the assigning Lender in the respective amounts of their Commitments (or assigned principal amounts, as applicable) after giving effect to the reduction occasioned by such assignment (all such Notes to constitute "Notes" for all purposes of the Loan Documents), and the assignee Lender shall thereafter surrender to the Borrower its old Notes. The Borrower authorizes each Lender to disclose to any purchaser or prospective purchaser of an interest in the Loans and Reimbursement Obligations owed to it or its Commitments under this Section any financial or other information pertaining to the Borrower or any Subsidiary, provided such purchaser or prospective purchaser agrees to abide by Section 13.13 hereof.
Appears in 2 contracts
Samples: Credit Agreement (Lamson & Sessions Co), Credit Agreement (Lamson & Sessions Co)
Assignments. (a) Any Lender All or any part of the interest of any Rent Assignee in, to or under this Participation Agreement, the other Operative Documents, the Leased Property or the Rent Assignment Contributions may be assigned or transferred by such Rent Assignee at any time assign to one or more financial institutions (but not to a natural any Person; provided, or a holding companyhowever, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, 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 an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment shall be of a constant, and not a varying, percentage of all such rights and obligations under the Rent Assignment Agreement (other if applicable to such Rent Assignee); (ii) unless both parties to the assignment are Participants immediately prior to giving effect to the assignment, the amount of the Rent Assignment Contribution of the assigning Rent Assignee being assigned pursuant to each such assignment shall not be less than assignments $5,000,000.00 (xor if less, the entire amount of such Rent Assignee’s Rent Assignment Contribution) to its Affiliatesand shall be an integral multiple of $5,000,000.00 (or the entire amount of such Rent Assignee’s Rent Assignment Contribution), (yiii) each such assignment shall be to an Approved FundEligible Assignee, (iv) the Lessor shall have received from the assignee/transferee or (z) the assignor/transferor of its entire interest) shall be a transfer fee in a minimum the amount of $10,000,000 1,000.00; (v) each assignee or transferee shall have complied, as of the date of the transfer, with the delivery requirements of Section 12.3(a); (vi) each assignee or transferee shall (A) acknowledge in integral multiples writing, addressed and delivered to each of $1,000,000 in excess thereof (unless otherwise approved the parties to this Participation Agreement, that the obligations to be performed by the assignor or transferor from and after the date of such transfer or assignment under this Participation Agreement and all other Operative Documents are its obligations, including the obligations imposed by this Section 12.1(a), the transferor and transferee Rent Assignee shall deliver to the Lessee, the Guarantors, the Administrative Agent in its sole discretion)and the Lessor an Assignment Agreement, (ii) each executed by the assignee shall be an Eligible Institution, or transferee and (iiiB) after giving effect represent and warrant to each such assignmentLessor, the Commitment Guarantors, the Administrative Agent, each other Participant and the Lessee in writing each of the assignor (if representations and warranties as set forth in Section 8.1 and that it has not assigned its entire interest) the requisite power and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable authority to accept such assignment or transfer and engage in the case Overall Transaction; and (vii) to the extent required in the definition of an assignment “Eligible Assignee,” Lessee shall have provided its written consent (not to be unreasonably withheld or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any delayed) which consent of the Borrower otherwise required under this Section shall not be required if during the existence of an Event of Default has occurred and is continuing; and provided further, that Default. Any transfer or assignment made in violation of the Borrower above requirements shall not be deemed effective against the other parties to have consented to this Participation Agreement until such requirements are satisfied. Lessee shall not be responsible for any costs or expenses in connection with any such sale, assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and 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 $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), 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 obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredother transfer.
Appears in 2 contracts
Samples: Participation Agreement (Regeneron Pharmaceuticals, Inc.), Participation Agreement (Regeneron Pharmaceuticals, Inc.)
Assignments. (a) Any Each Lender may at any time assign to one or more financial institutions (but not to a natural Person, all or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, portion of its rights and obligations under this AgreementCredit Agreement (including, without limitation, all or a portion of its Commitment); provided, however, that: each such assignment shall be to an Eligible Assignee; each of (A) the Administrative Agent and (B) the Issuing Lenders, shall have provided their written consent (not to be unreasonably withheld); subject to the definition of "Eligible Assignee", the Borrower shall have provided its written consent (not to be unreasonably withheld) which consent shall not be required during the existence of a Default or Event of Default; any such partial assignment shall be in an amount at least equal to $10,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Lender) or an integral multiple of $5,000,000 in excess thereof; each such assignment by a Lender shall be of a constant, and such Assignee shall assume such not varying, percentage of all of its rights and obligations, pursuant obligations under this Credit Agreement; and the parties to such assignment shall execute and deliver to the Administrative Agent for its acceptance an instrument, Assignment Agreement in substantially the form of Exhibit E (an “12.3, together with a processing fee from the assignor of $4,000. Upon execution, delivery, and acceptance of such Assignment and Acceptance”)Agreement, executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent assignee thereunder shall be deemed a party hereto and, to have been given if the Borrower has not responded within ten Business Days extent of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, have the Commitment of the assignor (if it has not assigned its entire interest) obligations, rights, and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower 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 thereof. Upon execution and delivery of an Assignment and Acceptance and 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 $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to this Agreement and shall have all the rights and obligations benefits of a Lender with a Commitment as set forth in such Assignment and Acceptance, hereunder and the transferring assigning Lender shall shall, to the extent of such assignment, relinquish its rights and be released from its obligations hereunder under this Credit Agreement. If the assignee is not incorporated under the laws of the United States of America or a State thereof, it shall deliver to the Borrower and the Administrative Agent certification as to exemption from deduction or withholding of taxes in accordance with Section 4.2. By executing and delivering an assignment agreement in accordance with this Section 12.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (A) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (B) except as set forth in clause (A) above, 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 Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (C) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (D) such assignee confirms that it has received a corresponding extentcopy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (E) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and no further consent 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 Credit Agreement and the other Credit Documents; (F) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (G) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a Lender. For avoidance of doubt, the parties to this Credit Agreement acknowledge that the provisions of this Section 12.3 concerning assignments relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including any party shall be requiredpledge or assignment by a Lender to any Federal Reserve Bank in accordance with applicable law.
Appears in 2 contracts
Samples: Letter of Credit Agreement (Dominion Resources Inc /Va/), Letter of Credit Agreement (Consolidated Natural Gas Co/Va)
Assignments. (a) Any Each Lender may shall have the right at any time assign time, with the prior consent of the Administrative Agent and, so long as no Default or Event of Default then exists, the Borrower (which consent of the Borrower shall not be unreasonably withheld or delayed, and which consent of the Borrower shall not be required with respect to one assignments to Lenders or more to financial institutions (but not which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporation) to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower assign all or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreementthe Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its obligation to make Loans and participate in Letters of Credit) to one or more commercial banks or other financial institutions or investors, provided that, unless otherwise agreed to by the Administrative Agent, such Assignee assignment shall assume such be of a fixed percentage (and not by its terms of varying percentage) of the assigning Lender's rights and obligationsobligations under the Loan Documents; provided, pursuant however, that in order to an instrumentmake any such assignment (i) unless the assigning Lender is assigning all of its Commitments, outstanding Loans and interests in substantially Letters of Credit, the form assigning Lender shall retain at least $10,000,000 in unused Commitments, outstanding Loans and interests in Letters of Exhibit E Credit, (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject toii) the signed consent assignee Lender shall have Commitments, outstanding Loans and interests in Letters of the Borrower Credit of at least $5,000,000, (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (iiii) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be evidenced by a written agreement (substantially in the form attached hereto as Exhibit F or in such other form acceptable to the Administrative Agent) executed by such assigning Lender, such assignee Lender or Lenders, the Administrative Agent and, if required as provided above, the Borrower, which agreement shall specify in each instance the portion of the Obligations which are to be assigned to the assignee Lender and the portion of the Commitments of the assigning Lender to be assumed by the assignee Lender, and (iv) the assigning Lender shall pay to the Administrative Agent a minimum amount processing fee of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved 3,500 and any out-of-pocket attorneys' fees and expenses incurred by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each connection with any such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower 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 thereof. Upon execution and delivery of an Assignment and Acceptance and 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 $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), 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 obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required.
Appears in 2 contracts
Samples: Credit Agreement (Hewitt Associates Inc), Credit Agreement (Hewitt Associates Inc)
Assignments. (a) Any Lender may at any time assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for with the primary benefit of, a natural Person, or the Borrower or any written consents of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights Company and obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower Agent (which consent shall consents will not be unreasonably withheld or delayed delayed) at any time assign and which consent shall be deemed delegate to have been given if the Borrower has not responded within ten Business Days one or more Eligible Assignees (any Person to whom an assignment and delegation is made being herein called an “Assignee”) all or any fraction of its receipt of a written request for such consent) Lender’s Committed Loans and the Administrative Agent (which consent shall not be unreasonably withheld)Commitment; provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) a Lender’s Commitment shall be in a the minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by or such lower minimum amount or lower integral multiple as the Administrative Company and the Agent in its sole discretionmay consent to), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided furtherthat, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender of the entire remaining amount of the assigning Lender’s Commitment and the Committed Loans at the time owing to an Affiliate of such Lenderit, to another Lenderno minimum amount need be assigned; provided, or to an Approved Fund; provided further, that any no such consent of from the Borrower otherwise required under this Section Company shall not be required if if, at such time, an Event of Default under Section 10.1.1 or 10.1.3 has occurred and is continuing; provided, further, that, any such Assignee will comply, if applicable, with the provisions contained in Section 5.4; provided, further, the Company may withhold consent to the assignment of any Lender’s Committed Loans and provided Commitment to an Assignee for whom it is illegal to make a LIBOR Rate Loan described in Section 12.9(b)(iii) or that the Borrower would be required to compensate for any withholding or deductions described in clauses (i) or (ii) of Section 12.9(b) that are in excess of any such withholding or deductions the Borrower would be required to compensate to such assigning Lender, and any such withholding of consent by the Company is and hereby will be deemed to be reasonable; and provided, further, that the Borrower and the Agent shall be deemed entitled to have consented continue to any deal solely and directly with such assignment unless it shall object thereto by written notice assigning Lender in connection with the interests so assigned and delegated to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and payment by Assignee until such Assignee to such transferring assigning 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 $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), and/or 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 consummated such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required.assignment:
Appears in 2 contracts
Samples: Revolving Credit Agreement (AerCap Holdings N.V.), Revolving Credit Agreement (AerCap Holdings N.V.)
Assignments. No Loan Document may be assigned (in whole or in part) by any Borrower without the prior written consent of Lenders. Notwithstanding any other provision of any Loan Document, without receiving any consent of any Borrower, each Lender at any time and from time to time may syndicate, participate or otherwise transfer or assign its rights and obligations under the Loan Documents (or the indebtedness evidenced thereby) as follows: (a) Any Lender may at any time assign up to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, 75% of its rights and obligations under this Agreementany of the Loan Documents (or any of the indebtedness evidenced thereby) to any Person provided that the number of Lenders hereunder does not exceed three, and such Assignee shall assume such AND (b) all (or any proportionate part of) its rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent obligations under any of the Borrower Loan Documents (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if any of the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (xindebtedness evidenced thereby) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, AND (c) all (or to an Approved Fund; provided further, that any consent proportionate part of) its rights and obligations under any of the Borrower otherwise required under this Section shall not be required if an Loan Documents (or any of the indebtedness evidenced thereby) to any Person during the occurrence of any Event of Default has occurred and is continuing; and provided furtherunder the Loan Documents. In addition, that the no Borrower shall be deemed to have consented will unreasonably withhold its consent to any such assignment unless it shall object thereto request by written notice any Lender to the syndicate, participate or otherwise transfer or assign all or any portion of its interest in excess of 75%. Administrative Agent will make reasonable efforts to notify Borrowers of any such participation, transfer or assignment within five twenty (20) Business Days after having received notice thereafter; however, a failure to so notify will in no way impair any rights of Administrative Agent or any Lender or any participant, transferee or assignee thereof. Upon execution and delivery of an Assignment and Acceptance and payment by appropriate instrument between any such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender participant, transferee or assignee and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500assigning Lender, if the transferring Lender is a Defaulting at such Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion)'s request, such Assignee shall be participant, transferee, or assignee will become a Lender party to this Agreement and shall will have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment instrument. At Administrative Agent's request, each Borrower will execute or re-execute and Acceptancedeliver any documents necessary to reflect or implement any such participation, transfer or assignment and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by will otherwise fully cooperate in any party shall be requiredsuch syndication process.
Appears in 2 contracts
Samples: Agreement (CCC Information Services Group Inc), Agreement (CCC Information Services Group Inc)
Assignments. (a) Any Lender may at any time assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution whoEach Bank may, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights prior notice to and obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (and Agent, which consent shall not be unreasonably withheld or delayed and which consent of Borrower shall not be deemed required after the occurrence of a Default or an Event of Default hereunder, from time to have been given if time sell and assign a pro rata part of all of the Borrower has not responded within ten Business Days Debt evidenced by the Note then owned by it together with an equivalent proportion of its receipt of a written request for such consent) obligation to make Revolving Loans hereunder and the Administrative Agent credit risk incidental to the Letters of Credit and Swingline Loans pursuant to an assignment and acceptance substantially in the form of Exhibit F attached hereto, executed by the assignor, the assignee, Agent, and, so long as no Default or Event of Default is in existence, Borrower (which consent by Borrower shall not be unreasonably withheldwithheld or delayed) (each an “Assignment and Acceptance”); provided that (i) each such no assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) under this Section 9.7 shall be made by any Bank to Borrower or to any Subsidiary, Related Party or other affiliate of Borrower. The Assignment and Acceptance shall specify in a minimum amount each instance the portion of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved the Debt evidenced by the Administrative Agent in its sole discretion), (ii) each assignee shall assignor’s Note which is to be an Eligible Institution, and (iii) after giving effect assigned to each such assignment, assignee and the portion of the Commitment of the assignor and the credit risk incidental to the Letters of Credit (if it has not assigned its entire interestwhich portions shall be equivalent) and to be assumed by the assignee, provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a federal reserve bank. Any such portion of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement Debt assigned by any Bank pursuant to this Section 9.7 shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment less than $5,000,000 unless it shall object thereto by written notice constitute all Debt owing to the Administrative Agent within five Business Days after having received notice thereofassignor. Upon the execution and delivery of an each Assignment and Acceptance and 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 assignor, the Assignee of an assignment fee of $4,500 (or $7,500assignee and, if the transferring Lender is a Defaulting Lender) to the Administrative required, Borrower and consent thereto by Agent (unless i) such fee is waived by the Administrative Agent in its sole discretion), such Assignee assignee shall be thereupon become a Lender party to “Bank” for all purposes of this Agreement and shall have all the rights and obligations of a Lender with a Commitment as in the amount set forth in such Assignment and Acceptance and with all the rights, powers and obligations afforded a Bank hereunder, (ii) the assignor shall have no further liability for funding the portion of its Commitment assumed by such other Bank, (iii) the address for notices to such new Bank shall be as specified in the Assignment and Acceptance, and (iv) Borrower shall, in exchange for the transferring Lender cancellation of the Note held by the assignor Bank, execute and deliver a Note to the assignee Bank in the amount of its Commitment and new Note to the assignor Bank in the amount of its Commitment after giving effect to the reduction occasioned by such assignment, all such Notes to constitute “Notes” for all purposes of this Agreement. There shall be released from its obligations hereunder paid to Agent, as a corresponding extentcondition to each such assignment, an administration fee of $3,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no further consent circumstances shall any portion of such fee be payable by or action charged to Borrower. Agent and each of the Banks are hereby authorized to deliver a copy of any financial statement or other information made available by Borrower to any party shall be requiredproposed assignee or participant in any portion of any Bank’s Loans and Commitment hereunder.
Appears in 2 contracts
Samples: Credit Agreement (Shoe Carnival Inc), Credit Agreement (Shoe Carnival Inc)
Assignments. (a) Any Lender may may, in the ordinary course of its commercial lending business and in accordance with applicable law, at any time and from time to time, with the consent of the Issuing Lenders (which consent shall not be unreasonably withheld or delayed) assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower any Lender or any Affiliate thereof or, with the consent of the Borrower’s Affiliates or Subsidiaries) , the Administrative Agent, the Issuing Lenders and the Swingline Lenders (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, 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 an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed which consent of the Borrower (which consent Borrower, the Administrative Agent, the Issuing Lenders and the Swingline Lenders shall not be unreasonably withheld or delayed and which consent shall not be required from the Borrower during the continuation of an Event of Default and shall be deemed to have been given if the Borrower has not responded objected thereto within ten fifteen Business Days of notice thereof), to an additional bank or financial institution (an “Assignee”) all or any part of its receipt rights and obligations under this Agreement and the other Loan Documents pursuant to an Assignment and Assumption, substantially in the form of Exhibit E (an “Assignment and Assumption”), executed by such Assignee, such assigning Lender, and (to the extent required by this paragraph) the Administrative Agent, the Issuing Lender and the Swingline Lender (and, in the case of an Assignee that is not then a Lender or an Affiliate thereof, by the Borrower) and delivered to the Administrative Agent for its acceptance and recording in the Register, provided that, in the case of any such assignment to an additional bank or financial institution, (i) the sum (without duplication) of the aggregate principal amount of the Commitments and Exposure being assigned shall not be less than $10,000,000 (or, if such Assignee is an Affiliate of a written request for Lender, $5,000,000, or such consent) lesser amount as may be agreed to by the Borrower and the Administrative Agent Agent) and (which consent ii) (x) the sum (without duplication) of the aggregate principal amount of the Commitments and Exposure retained by the assigning Lender, if any, shall not be unreasonably withheld); provided that less than $10,000,000 (ior such lesser amount as may be agreed to by the Borrower and the Administrative Agent) each such assignment (other than assignments (x) to its Affiliates, or (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee assigning Lender shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment hold no Loans or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower 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 thereofCommitments. Upon execution such execution, delivery, acceptance and delivery of an recording, from and after the effective date determined pursuant to such Assignment and Acceptance and 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 Assumption, (x) the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee thereunder shall be a Lender party hereto and, to this Agreement the extent provided in such Assignment and shall Assumption, have all the rights and obligations of a Lender hereunder with a Commitment as set forth therein, and (y) the assigning Lender thereunder shall, to the extent provided in such Assignment and AcceptanceAssumption, and the transferring Lender shall be released from its obligations hereunder 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 assigning Lender shall cease to be a corresponding extentparty hereto), but shall retain its rights pursuant to Sections 2.13, 2.14 and no further consent 2.15 in respect of the period prior to such effective date. Any assignment or action transfer by any party a Lender of rights or obligations under this Agreement that does not comply with this Section 9.6(c) shall be requiredtreated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (b) of this Section.
Appears in 2 contracts
Samples: Credit Agreement (Southern California Edison Co), Credit Agreement
Assignments. (a) Any Lender Subject to section 17(b) below, neither party shall assign or transfer this Agreement, by operation of law or otherwise, in whole or in part without the prior written consent of the other party in each and every instance, which consent may at not be unreasonably withheld. If either party wishes to assign or otherwise transfer this Agreement, as aforesaid, in each instance the party seeking to assign or otherwise transfer this Agreement shall submit to the other party for such party's review and approval as soon as practicable such information as the other party may reasonably request concerning the assignee or transferee and the party from which consent is sought shall have thirty (30) days following receipt of the fully responsive materials in which to review the same and approve or reject the assignment or transfer. In any time event in which the party from which consent is sought reasonably rejects the assignment or transfer, this Agreement shall terminate one hundred eighty (180) days following the date on which the rejection is received by the party seeking to assign or transfer. The parties shall make best efforts to one or more financial institutions promptly and amicably wind up all outstanding matters concerning the subject matter of this Agreement. 34 (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit ofb) Notwithstanding (a) above, a natural Personmerger, reorganization, or the Borrower sale or any transfer of all or substantially all of the Borrower’s Affiliates stock of Supplier or Subsidiariesthe assets of Supplier to which this Agreement relates (an "Acquisition") shall not be deemed an assignment or transfer of this Agreement to the successor to Biosite Diagnostics Incorporated under this Agreement by virtue of such Acquisition (each an “Assignee”)the "Successor") requiring CMS's consent; provided that Supplier shall provide CMS with prompt notice of any such Acquisition and CMS may object to such Acquisition within 30 days of receipt of such notice on the basis that: (i) if the Acquisition is a sale of assets, other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights the Successor does not expressly and unconditionally assume Supplier's obligations under this Agreement, or if the Acquisition is by sale of stock or by merger and such Assignee shall assume such rights and obligationsSupplier or other Successor, pursuant to an instrumentas the case may be, in substantially the form expressly repudiates this Agreement or if CMS does not receive, within thirty days of Exhibit E (an “Assignment and Acceptance”CMS's prompt request under this Section 17(b), executed an express and unconditional continuance or assumption of this Agreement by such Assignee and such transferring LenderSupplier or other Successor, with (and subject to) as the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld)case may be; provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee the Successor shall have a consolidated net worth, determined in accordance with generally accepted accounting principles applied on a basis consistent with the most recent financial statements of the Successor of less than the consolidated net worth of the Supplier immediately prior to the effectiveness of such transaction, satisfaction of this requirement to be set forth in reasonable detail in an Eligible Institution, and officers' certificate delivered to CMS at the time that Supplier gives notice of such assignment or transfer; (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower 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 thereof. Upon execution and delivery of an Assignment and Acceptance and 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 $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), 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 obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required.immediately after
Appears in 2 contracts
Samples: Distribution Agreement (Biosite Diagnostics Inc), Distribution Agreement (Biosite Diagnostics Inc)
Assignments. (a) Any Each Lender may at any time assign to one or more financial institutions (but not to a natural Person, all or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, portion of its rights and obligations under this Agreementhereunder (including, without limitation, all or a portion of its Ratable Portion of Obligations and such Assignee shall assume such rights and obligationsits Commitments), pursuant to an instrument, assignment agreement substantially in substantially the form of Exhibit E (an “Assignment and Acceptance”)F, executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion)Lender, (ii) each assignee an affiliate of a Lender, (iii) any fund that invests in bank loans and is managed by an investment advisor to a Lender or an affiliate of such investment advisor, or (iv) any other Person that (A) is a bank, financial institution, commercial lender or institutional investor, (B) such Person shall be an Eligible Institutionreasonably acceptable to the Administrative Agent, and (iiiC) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment so long as no Default or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing, such Person shall be reasonably acceptable to the Borrower (the consent of the Borrower not to be unreasonably withheld or delayed); provided that (i) any such assignment (other than any assignment to (I) a Lender, (II) an affiliate of a Lender and (III) any fund that invests in bank loans and is managed by an investment advisor to a Lender or an affiliate of such investment advisor) shall be in a minimum aggregate amount of $2,000,000 (or, if less, the remaining amount of the Commitments being assigned by such Lender); and provided (ii) each such assignment shall be of a constant, not varying, percentage of all such Lender's rights and obligations under this Agreement. Any assignment hereunder shall be effective upon delivery to the Administrative Agent of written notice of the assignment together with a transfer fee of $3,500 payable to the Administrative Agent for its own account from and after the later of (i) the effective date specified in the applicable assignment agreement and (ii) the date of recording of such assignment in the Register pursuant to the terms of subsection (c) below; provided, however, that no such fee shall be payable in the case of an assignment to another Lender, an affiliate of a Lender or any fund that invests in bank loans and is managed by an investment advisor to a Lender or an affiliate of such investment advisor; provided, further, that in the Borrower case of contemporaneous assignments by a Lender to more than one fund managed by the same investment advisor (which funds are not then Lenders), only a single assignment fee of $3,500 shall be deemed to have consented to any payable for all such assignment unless it shall object thereto by written contemporaneous assignments. The assigning Lender will give prompt notice to the Administrative Agent within five Business Days after having received notice thereofand the Borrower of any such assignment. Upon execution the effectiveness of any such assignment (and delivery of an Assignment after notice to, and Acceptance and payment by such Assignee to such transferring Lender of an amount equal (to the purchase price agreed between extent required pursuant to the terms hereof), with the consent of, the Borrower as provided herein), the assignee shall become a "Lender" for all purposes of this Agreement and the other Credit Documents and, to the extent of such transferring assignment, the assigning Lender shall be relieved of its obligations hereunder to the extent of the Loans and Commitment components being assigned. The Borrower agrees that upon notice of any such assignment and surrender of the appropriate Note or Notes, it will promptly provide to the assigning Lender and to the assignee separate promissory notes in the amount of their respective interests substantially in the form of the original Note (but with notation thereon that it is given in substitution for and replacement of the original Note or any replacement notes thereof). By executing and delivering an assignment agreement in accordance with this Section 11.03(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such Assignee assigning Lender warrants that it is the legal and payment beneficial owner of the interest being assigned thereby free and clear of any adverse claim; (ii) except as set forth in clause (i) above, 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, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Credit Party or any of their respective Affiliates or the performance or observance by any Credit Party of any of its obligations under this Agreement, any of the transferring other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the Assignee of an assignment fee of $4,500 time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Agreement or $7,500, if the transferring Lender is a Defaulting Lender) any other Credit Document as are delegated to the Administrative Agent (unless such fee is waived by the Administrative Agent terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in its sole discretion), such Assignee shall be a Lender party to accordance with their terms all the obligations which by the terms of this Agreement and shall have all the rights and obligations of other Credit Documents are required to be performed by it as a Lender with a Commitment as set forth in such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredLender.
Appears in 2 contracts
Samples: Railworks Corp, Railworks Corp
Assignments. (a) Any Each Lender may shall have the right at any time assign time, with the prior consent of the Administrative Agent (and the L/C Issuers, if other than the Administrative Agent) (except in the case of assignments to one an existing Lender or more financial institutions (but not to a natural Personan Affiliate thereof, or a holding companyin which case no consent by the Administrative Agent shall be needed) and, investment vehicle or trust forso long as no Event of Default then exists, or owned and operated for the primary benefit of, a natural Person, or the Borrower (which consent of the Borrower shall not be unreasonably withheld) to sell, assign, transfer or negotiate all or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreementthe Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its obligation to make Loans and participate in Letters of Credit) to one or more commercial banks or other financial institutions or investors, provided that, unless otherwise agreed to by the Administrative Agent, such Assignee assignment shall assume such be of a fixed percentage (and not by its terms of varying percentage) of the assigning Lender’s rights and obligationsobligations under the Loan Documents; provided, pursuant however, that in order to an instrumentmake any such assignment (i) unless the assigning Lender is assigning all of its Revolving Credit Commitments, outstanding Loans and interests in L/C Obligations, the assigning Lender shall retain at least $5,000,000 in unused Revolving Credit Commitments, outstanding Loans and interests in Letters of Credit, (ii) the assignee Lender shall have Revolving Credit Commitments, outstanding Loans and interests in Letters of Credit of at least $5,000,000, (iii) each such assignment shall be evidenced by a written agreement (substantially in the form of attached hereto as Exhibit E (an “Assignment and Acceptance”), H or in such other form acceptable to the Administrative Agent) executed by such Assignee and such transferring assigning Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld such assignee Lender or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and Lenders, the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (and the L/C Issuers, if other than assignments the Administrative Agent) and, if required as provided above, the Borrower, which agreement shall specify in each instance the portion of the Obligations which are to be assigned to the assignee Lender and the portion of the Revolving Credit Commitments of the assigning Lender to be assumed by the assignee Lender, and (xiv) the assigning Lender shall pay to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in the Administrative Agent a minimum amount processing fee of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved 3,500 and any out-of-pocket attorneys’ fees and expenses incurred by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to connection with any such assignment unless it agreement. Any such assignee shall object thereto by written notice become a Lender for all purposes hereunder to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery extent of an Assignment and Acceptance and 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 $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), 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, under the Loan Documents it assumes and the transferring assigning Lender shall be released from its obligations hereunder to a corresponding extentobligations, and no further consent or action by any party will have released its rights, under the Loan Documents to the extent of such assignment. The address for notices to such assignee Lender shall be requiredas specified in the assignment agreement executed by it. Promptly upon the effectiveness of any such assignment agreement, the Borrower shall execute and deliver replacement Notes to the assignee Lender and the assigning Lender in the respective amounts of their Revolving Credit Commitments (or assigned principal amounts, as applicable) after giving effect to the reduction occasioned by such assignment (all such Notes to constitute “Notes” for all purposes of the Loan Documents), and the assignee Lender shall thereafter surrender to the Borrower its old Notes. The Borrower authorizes each Lender to disclose to any purchaser or prospective purchaser of an interest in the Loans and interest in Letters of Credit owed to it or its Revolving Credit Commitments under this Section any financial or other information pertaining to the Borrower or any Subsidiary.
Appears in 2 contracts
Samples: Credit Agreement (Kimball Hill, Inc.), Credit Agreement (National Credit & Guaranty CORP)
Assignments. (a) Any Impose any greater restriction on the ability of any Lender may at under a Facility to assign any time assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and or obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially hereunder without the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed written consent of (i) if such Facility is the Borrower Revolving Credit Facility, the Required Revolving Credit Lenders, (which consent shall not be unreasonably withheld ii) if such Facility is the Term Loan Facility, the Required Term Lenders, or delayed and which consent shall be deemed to have been given (iii) if such Facility is the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and Delayed Draw Term Facility, the Administrative Agent (which consent shall not be unreasonably withheld)Required Delayed Draw Term Lenders; provided that (i) no agreement, waiver or consent which would modify the interests, rights or obligations of the Administrative Agent or the Issuing Lender may be made without the written consent of the Administrative Agent or the Issuing Lender, as applicable, and (ii) the Administrative Agent Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto, and provided, further that, if in connection with any proposed waiver, amendment or modification referred to in Sections 12.1(a) through (d) above, there is a Non-Consenting Lender, then the Borrowing Agent shall have the right to replace any such Non-Consenting Lender with one or more replacement Lenders pursuant to Section 5.13. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each such assignment (affected Lender may be effected with the consent of the applicable Lenders other than assignments Defaulting Lenders), except that (x) to its Affiliates, the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding any provision herein to the contrary, this Agreement may be amended to extend (x) the Expiration Date with respect to the Revolving Credit Commitments of Lenders under the Revolving Credit Facility that agree to such extension with respect to their Revolving Credit Commitments with the written consent of each such approving Lender, the Administrative Agent and the Borrowing Agent (and no other Lender) and, in connection therewith, to provide for different rates of interest and fees under the Revolving Credit Facility with respect to the portion of the Revolving Credit Commitments with an Approved FundExpiration Date so extended; (y) the Term Loan Maturity Date with respect to applicable Lenders that agree to such extension with respect to their Term Loans with the written consent of each such approving Lender, the Administrative Agent and the Borrowing Agent (and no other Lender) and, in connection therewith, to provide for different rates of interest and fees under the Term Loan Facility with respect to the portion thereof with a Term Loan Maturity Date so extended or (z) the Delayed Draw Term Loan Maturity Date with respect to applicable Lenders that agree to such extension with respect to their Delayed Draw Term Loans with the written consent of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by each such approving Lender, the Administrative Agent and the Borrowing Agent (and no other Lender) and, in its sole discretionconnection therewith, to provide for different rates of interest and fees under the Delayed Draw Term Facility with respect to the portion thereof with a Delayed Draw Term Loan Maturity Date so extended; provided that in each such case any such proposed extension of the Expiration Date, the Term Loan Maturity Date or the Delayed Draw Term Loan Maturity Date shall have been offered to each Lender with Loans or Commitments under the applicable Facility proposed to be extended, and if the consents of such Lenders exceed the portion of Commitments and Loans the Borrowing Agent wishes to extend, such consents shall be accepted on a pro rata basis among the applicable consenting Lenders. This paragraph shall apply to any Incremental Term Loans in the same manner as it applies to the Term Loan Facility; provided that any such offer may, at the Borrowing Agent’s option, be made to the Lenders in respect of any tranche or tranches of Incremental Term Loans and/or any Term Loan Facility without being made to any other tranche of Incremental Term Loans or the Term Loan Facility, as the case may be. In addition, notwithstanding the foregoing, (a) with the consent of the Borrowing Agent, the Administrative Agent may amend, modify or supplement any Loan Document without the consent of any Lender or the Required Lenders in order to correct or cure any ambiguity, inconsistency or defect or correct any typographical or ministerial error in any Loan Document (provided that any such amendment, modification or supplement shall not be materially adverse to the interests of the Lenders taken as a whole), and (b) without the consent of any Lender or the Borrowing Agent, within a reasonable time after (i) the effective date of any increase or addition to, extension of or decrease from, the Revolving Credit Commitment, or (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an any assignment or other transfer by any Lender to an Affiliate of such Lendersome or all of its Revolving Credit Commitment, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower 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 thereof. Upon execution shall, and delivery of an Assignment and Acceptance and 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 $4,500 (or $7,500is hereby authorized to, if the transferring Lender is a Defaulting Lenderrevise Schedule 1.1(B) to reflect such change, whereupon such revised Schedule 1.1(B) shall replace the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to old Schedule 1.1(B) and become part of 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 obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredAgreement.
Appears in 2 contracts
Samples: Security Agreement (Construction Partners, Inc.), Credit Agreement (Construction Partners, Inc.)
Assignments. (a) Any Each Lender may shall have the right at any time assign to ----------- sell, assign, transfer or negotiate all or any portion of its Notes or its Loan Commitment only to one or more financial institutions Eligible Assignees; provided, however, that no -------- ------- Lender shall be entitled at any time to sell, assign, transfer or negotiate all or any portion of its Notes or its Loan Commitment to an Eligible Assignee (but other than any Lender or any Affiliate of any Lender) without the consent of Borrower (not to a natural Personbe unreasonably withheld, delayed or a holding companyconditioned). In the case of any sale, investment vehicle transfer or trust for, negotiation of all or owned and operated for part of the primary benefit of, a natural Person, or the Borrower Notes or any of Loan Commitment authorized under this Section 12.1A, the Borrower’s Affiliates assignee, transferee or Subsidiaries) (each an “Assignee”), other than recipient shall become a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming party to this Agreement as a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part by execution of all, of its rights an Assignment and obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument, Assumption Agreement substantially in substantially the form of Exhibit E (an “Assignment and Acceptance”)I; --------- provided, executed by such Assignee and such transferring Lenderhowever, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) at such time Section 2.1A or 2.2A, as the case may -------- ------- be, shall be deemed modified to reflect the Loan Commitment of such new Lender and of the existing Lenders, (ii) upon surrender of the Notes of the assigning Lender, new Notes will be issued, at Borrower's expense, to such new Lender and to the assigning Lender, such new Notes to be in conformity with the requirements of Section 2.1D or 2.2E as the case may be (with appropriate modifications) to the extent needed to reflect the revised Loan Commitment, (iii) the Arranger shall receive at the time of each such assignment (other than assignments (x) by Xxxxxxx Xxxxx Capital Corporation and other than any assignment to its Affiliates, (y) to an Approved Fund, a Lender or (z) any Affiliate of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretionLender), (ii) each from the assigning or assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignmentLender, the Commitment payment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower 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 thereof. Upon execution and delivery of an Assignment and Acceptance and 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 a non-refundable assignment fee of $4,500 3,500, and (iv) such transfer or $7,500assignment will not be effective until recorded by the Arranger on the Register pursuant to Section 5.14. To the extent of any assignment pursuant to this Section 12.1A, if the transferring assigning Lender is a Defaulting Lender) shall be relieved of its obligations hereunder with respect to its assigned Loan Commitment, and the assignee, transferee or recipient shall have, to the Administrative Agent (unless extent of such fee is waived by sale, assignment, transfer or negotiation, the Administrative Agent in its sole discretion)same rights, such Assignee shall be a Lender party to this Agreement and shall have all the rights benefits and obligations of as it would if it were a Lender with respect to such Notes or Loan Commitment, including, without limitation, the right to approve or disapprove actions which, in accordance with the terms hereof, require the approval of a Commitment as set forth in such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredLender.
Appears in 2 contracts
Samples: Primestar Inc, Primestar Inc
Assignments. (a) Any Lender may at any time assign Notwithstanding anything else herein to one or more financial institutions the contrary (but not subject to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”Section 7.13.2), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, 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 an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with after receiving Administrative Agent’s and LC Issuing Bank; prior written consent (which consent shall not be unreasonably withheld or delayed) and, unless an Event of Default shall have occurred and subject to) is continuing, the signed prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed delayed) may, from time to have been given if the Borrower has not responded within ten Business Days time, at its option, sell, assign, transfer, negotiate or otherwise dispose of a portion of its receipt of a written request for such consent) Commitment (and Loans made thereunder), in the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved agreed by the Administrative Agent in its sole discretionAgent, Arranger and Borrower), (ii) each assignee shall be an Eligible Institutionto any institution which in such assigning Lender’s judgment is reasonably capable of performing the obligations of a Lender hereunder and reasonably experienced in corporate financing; provided, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided furtherhowever, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any a Lender to an another Lender or Affiliate of such a Lender, to another Lender, or to an Approved Fund; provided further, that any the prior consent of the Administrative Agent and Borrower otherwise required under this Section shall not be required if and the minimum assignment amount specified above shall not apply. In the event of any assignment made pursuant to this Section 7.14, (a) the assigning Lender’s Proportionate Share shall be reduced by the amount of the Proportionate Share assigned to the new Lender, (b) the parties to such assignment shall execute and deliver an Event appropriate agreement (an “Assignment and Assumption”) evidencing such sale, assignment, transfer or other disposition, in form and substance reasonably satisfactory to Administrative Agent and Borrower, (c) the parties to the sale, assignment, transfer or other disposition, excluding Borrower, shall collectively pay to Administrative Agent an administrative fee of Default has occurred $3,500 and is continuing; and provided further(d) at the assigning Lender’s option, that the Borrower shall be deemed execute and deliver to have consented such new Lender a Note in the form attached hereto as Exhibit B, in a principal amount equal to any such assignment unless its Proportionate Share but only if it shall object thereto by written notice to also be executing or exchanging with the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and payment by such Assignee to such transferring assigning Lender of a replacement note in an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment Proportionate Share retained by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500Lender, if any (provided that Borrower shall have received for cancellation the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived existing Note held by the Administrative Agent in its sole discretionassigning Lender). Thereafter, such Assignee new Lender shall be deemed to be a Lender party to this Agreement and shall have all of the rights and obligations duties of a Lender (except as otherwise provided in this Article VII), in accordance with a Commitment as set forth in such Assignment and Acceptanceits Proportionate Share, and under each of the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredCredit Facility Documents.
Appears in 2 contracts
Samples: Credit Agreement (Tampa Electric Co), Credit Agreement (Teco Energy Inc)
Assignments. (a) Any Lender may may, in the ordinary course of its commercial lending business and in accordance with applicable law, at any time and from time to time, assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower any Lender or any Affiliate or Approved Fund thereof or, with the consent of the Borrower’s Affiliates , the Administrative Agent, the Issuing Lender and the Swingline Lender (which consent of the Borrower, the Administrative Agent, the Issuing Lender and the Swingline Lender shall not be unreasonably withheld or Subsidiaries) delayed and which consent shall not be required from the Borrower during the continuation of an Event of Default), to an additional bank or financial institution (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof ) all or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreement, Agreement and such Assignee shall assume such rights and obligations, the other Loan Documents pursuant to an instrumentAssignment and Acceptance, substantially in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and Assignee, such transferring assigning Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iiito the extent required by this paragraph) after giving effect to each such assignmentthe Administrative Agent, the Commitment of Issuing Lender and the assignor Swingline Lender (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided furtherand, that the foregoing consent requirement shall not be applicable in the case of an assignment Assignee that is not then a Lender or other transfer by any Lender to an Affiliate of such Lenderthereof, to another Lender, or to an Approved Fund; provided further, that any consent of by the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred Borrower) and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice delivered to the Administrative Agent within five Business Days after having received notice thereoffor its acceptance and recording in the Register, provided that, in the case of any such assignment to an additional bank or financial institution, (i) the sum (without duplication) of the aggregate principal amount of the Commitments and Exposure being assigned shall not be less than $5,000,000 (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent) and (ii) the sum (without duplication) of the aggregate principal amount of the Commitments and Exposure retained by the assigning Lender, if any, shall not be less than $5,000,000 (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent). Upon execution such execution, delivery, acceptance and delivery of an recording, from and after the effective date determined pursuant to such Assignment and Acceptance and 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 Acceptance, (x) the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee thereunder shall be a Lender party hereto and, to this Agreement the extent provided in such Assignment and shall Acceptance, have all the rights and obligations of a Lender hereunder with a Commitment as set forth therein, and (y) the assigning Lender thereunder shall, to the extent provided in such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder 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, such assigning Lender shall cease to be a corresponding extentparty hereto), but shall retain its rights pursuant to Sections 2.13, 2.14, 2.15 and no further consent or action by any party shall be required9.5 in respect of the period prior to such effective date.
Appears in 2 contracts
Samples: Credit Agreement (Southern California Edison Co), Credit Agreement (Edison International)
Assignments. (a) Any Lender may at any time assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, 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 an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lendermay, with (and subject to) the signed prior written consent of the Borrower Administrative Agent, each Issuing Lender (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable solely in the case of an assignment Facility A Revolving Commitments or other transfer by any Facility A Revolving Loans), each Swing Line Lender to an Affiliate (solely in the case of such LenderFacility A Revolving Commitments or Facility A Revolving Loans) and, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an so long as no Event of Default has occurred and is continuing; , the Company (which consents shall not be unreasonably delayed or withheld and provided further, that the Borrower (x) shall be deemed given unless the Company has objected within 10 days of receipt of notice thereof and (y) shall not be required for an assignment to have consented to any such assignment unless it shall object thereto by written another Lender, an Affiliate of a Lender or an Approved Fund; provided that notice to the Administrative Agent within five Business Days Company, either prior to or immediately after having received notice thereof. Upon execution such assignment, shall be required), at any time assign and delivery delegate to one or more commercial banks or other Persons (any Person to whom such an assignment and delegation is to be made being herein called an “Assignee”), all or any fraction of an Assignment such Lender’s Loans and Acceptance Commitment (which assignment and payment by such Assignee to such transferring Lender delegation shall be of an a constant, and not a varying, percentage of all the assigning Lender’s Loans and Commitment, other than in the case of any Swing Line Lender’s rights and obligations in respect of Swing Line Loans) in a minimum aggregate amount equal to the purchase price agreed between lesser of (i) the amount of the assigning Lender’s remaining Commitment and (ii) $5,000,000; provided that (a) no assignment and delegation may be made to any Person if, at the time of such transferring Lender assignment and such Assignee and payment by delegation, the transferring Lender Company would be obligated to pay any greater amount under Section 7.7 or Section 8 to the Assignee than the Company is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation of an assignment fee of $4,500 the foregoing, the Company will not be required to pay the incremental amounts) and (or $7,500, if b) the transferring Lender is a Defaulting Lender) to Company and the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a entitled to continue to deal solely and directly with such Lender party in connection with the interests so assigned and delegated to this Agreement and an Assignee until the date when all of the following conditions 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 obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required.been met:
Appears in 2 contracts
Samples: Credit Agreement (Regal Beloit Corp), Credit Agreement (Regal Beloit Corp)
Assignments. (a) Any Each Lender may at shall have the right to sell, assign or transfer all or any time assign part of its Note or Notes, its Commitment and its rights and obligations hereunder to one or more Affiliates, banks, financial institutions (but not institutions, pension plans, insurance companies, investment funds, or similar Persons who are Eligible Assignees or to a natural PersonFederal Reserve Bank; PROVIDED, that in connection with each sale, assignment or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit oftransfer (other than to an Affiliate, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, 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 an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”Federal Reserve Bank), executed by such Assignee and such transferring Lender, with (and subject to) shall require the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) Administrative Agent and the Administrative Agent (Borrower, which consent shall consents will not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliatesprovided, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided furtherhowever, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the consent of the Borrower shall not be deemed to have consented to any required. Any such assignment unless it assignee, transferee or recipient shall object thereto by written notice have, to the extent of such sale, assignment, or transfer, the same rights, benefits and obligations as it would if it were such Lender and a holder of such Note, Commitment and rights and obligations, including, without limitation, the right to vote on decisions requiring consent or approval of all Lenders, Required Lenders or Majority Lenders and the obligation to fund its Commitment; provided, that (1) each such sale, assignment, or transfer (other than to an Affiliate, a Lender or a Federal Reserve Bank) shall be in an aggregate principal amount not less than $5,000,000, (2) each remaining Lender shall at all times maintain Commitment then outstanding in an aggregate principal amount at least equal to $5,000,000; (3) each such sale, assignment or transfer shall be of a Pro Rata portion of such Lender's Commitment, (4) no Lender may offer to sell its Note or Notes, Commitment, rights and obligations or interests therein in violation of any securities laws; and (5) no such assignments (other than to a Federal Reserve Bank) shall become effective until the assigning Lender and its assignee delivers to Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of Borrower an Assignment and Acceptance and payment by such Assignee the Note or Notes subject to such transferring Lender assignment and other documents evidencing any such assignment. An assignment fee in the amount of $3,500 for each such assignment (other than to an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Affiliate, a Lender or the Assignee Federal Reserve Bank) will be payable to Administrative Agent by assignor or assignee. Within five (5) Business Days after its receipt of copies of the Assignment and Acceptance and the other documents relating thereto and the Note or Notes, the Borrower shall execute and deliver to Administrative Agent (for delivery to the relevant assignee) a new Note or Notes evidencing such assignee's assigned Commitment and if the assignor Lender has retained a portion of its Commitment, a replacement Note in the principal amount of the Commitment retained by the assignor (except as provided in the last sentence of this paragraph (a) such Note or Notes to be in exchange for, but not in payment of, the Note or Notes held by such Lender). On and after the effective date of an assignment fee of $4,500 (or $7,500hereunder, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee assignee shall for all purposes be a Lender Lender, party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender with under the Loan Documents, to the same extent as if it were an original party thereto (except that an Affiliate of Borrower shall not have the right to vote as a Commitment as set forth in such Assignment and Acceptance, and Lender on matters that other Lenders have the transferring Lender shall be released from its obligations hereunder right to a corresponding extentvote on under the provisions of the Agreement), and no further consent or action by any party Borrower, Lenders or the Administrative Agent shall be requiredrequired to release the transferor Lender with respect to its Commitment assigned to such assignee and the transferor Lender shall henceforth be so released.
Appears in 1 contract
Assignments. (a) Any Lender (or any Lender together with one or more other Lenders) may (x) assign all or a portion of its Commitments and related outstanding Obligations (or, if the Commitments with respect to the relevant Tranche have terminated, outstanding Obligations) hereunder to (i)(A) its parent company and/or any affiliate of such Lender which is at any time assign least 50% owned by such Lender or its parent company or (B) to one or more financial institutions other Lenders or any affiliate of any such other Lender which is at least 50% owned by such other Lender or its parent company (but not provided that any fund that invests in loans and is managed or advised by the same investment advisor of another fund which is a Lender (or by an Affiliate of such investment advisor) shall be treated as an affiliate of such other Lender for the purposes of this sub-clause (x)(i)(B)), or (ii) in the case of any Lender that is a fund that invests in loans, any other fund that invests in loans and is managed or advised by the same investment advisor of any Lender or by an Affiliate of such investment advisor or (y) assign all, or if less than all, a portion equal to at least $1,000,000 in the aggregate for the assigning Lender or assigning Lenders, of such Commitments and related outstanding Obligations (or, if the Commitments with respect to the relevant Tranche have terminated, outstanding Obligations) hereunder to one or more Eligible Assignees (treating any fund that invests in loans and any other fund that invests in loans and is managed or advised by the same investment advisor of such fund or by an Affiliate of such investment advisor as a single Eligible Assignee), each of which assignees shall become a party to this Agreement as a Lender by execution of a Lender Assignment Agreement, provided that (i) at such time, Schedule I(A) hereto shall be deemed modified to reflect the Commitments and/or outstanding Loans, as the case may be, of such new Lender and of the existing Lenders, (ii) upon the surrender of the relevant Notes by the assigning Lender (or, upon such assigning Lender’s indemnifying the Borrower for any lost Note pursuant to a natural Personcustomary indemnification agreement) new Notes will be issued, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of at the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”)expense, other than a Defaulting to such new Lender and to the assigning Lender upon the request of such new Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, 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 an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring assigning Lender, such new Notes to be in conformity with the requirements of this Agreement (and subject towith appropriate modifications) to the extent needed to reflect the revised Commitments and/or outstanding Loans, as the case may be, (iii) the signed consent of the Administrative Agent and, so long as no Default then exists, the consent of the Borrower in each case shall be required in connection with any such assignment pursuant to clause (y) above (each of which consent consents shall not be unreasonably withheld or delayed and which delayed, provided, however, that for the first 45 days following the Initial Borrowing Date, assignments by DBTCA shall not require the consent shall be deemed to have been given if of the Borrower has not responded within ten Business Days of its receipt of a written request for such consentBorrower), (iv) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) receive at the time of each such assignment, from the assigning or assignee Lender, the payment of a non-refundable assignment (other than assignments (x) to its Affiliatesfee of $3,500, (yiv) to an Approved Fundany assignment of Revolving Loan Commitments or Letter of Credit Commitments shall consist of a proportionate assignment of each such Commitment, and (vi) no such transfer or (z) of its entire interest) shall assignment will be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved effective until recorded by the Administrative Agent in its sole discretion)on the Register as provided below. To the extent of any assignment pursuant to this Section 11.11.1, (ii) each assignee the assigning Lender shall be relieved of its obligations hereunder with respect to its assigned Commitments and outstanding Loans. At the time of each assignment pursuant to this Section 11.11.1 to a Person which is not already a Lender hereunder and which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for Federal income tax purposes, the respective assignee Lender shall, to the extent legally entitled to do so, provide to the Borrower the appropriate Internal Revenue Service Forms (and, if applicable, a U.S. Tax Compliance Certificate) described in Section 5.6. To the extent that an Eligible Institutionassignment of all or any portion of a Lender’s Commitments and related outstanding Obligations pursuant to this Section 11.11.1 would, and (iii) after giving effect to each at the time of such assignment, result in increased costs under Section 5.3, 5.5, or 5.6 from those being charged by the Commitment of respective assigning Lender prior to such assignment, then the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement Borrower shall not be applicable obligated to pay such increased costs (although the Borrower, in accordance with and pursuant to the case other provisions of an assignment or this Agreement, shall be obligated to pay any other transfer increased costs of the type described above resulting from changes after the date of the respective assignment). The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for the purpose of this paragraph, to maintain a register (the “Register”) on which the Administrative Agent will record each Lender’s Commitments, the Loans made by any Lender to an Affiliate of such each Lender, to another Lender, or to an Approved Fund; provided further, that any consent and each repayment in respect of the Borrower otherwise required under this Section principal amount of the Loans of each Lender and annexed to which the Administrative Agent shall not be required if an Event retain a copy of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice each Lender Assignment Agreement delivered to the Administrative Agent within five Business Days after having received pursuant to this Section 11.11.1. Failure to make any recordation, or any error in such recordation, shall not affect the Borrower obligations in respect of such Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person in whose name a Loan is registered as the owner thereof for all purposes of this Agreement, notwithstanding notice or any provision herein to the contrary. A Lender’s Commitments and the Loans made pursuant thereto may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer in the Register. Any assignment or transfer of a Lender’s Commitments or the Loans made pursuant thereto shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement duly executed by the assignor thereof. Upon execution No assignment or transfer of a Lender’s Commitments or the Loans made pursuant thereto shall be effective unless such assignment or transfer shall have been recorded in the Register by the Administrative Agent as provided in this Section. Nothing in this Agreement shall prevent or prohibit any Lender from pledging its Loans and delivery Notes hereunder to a Federal Reserve Bank in support of an Assignment and Acceptance and payment borrowings made by such Assignee to Lender from 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 $4,500 (or $7,500Federal Reserve Bank and, if the transferring Lender is a Defaulting Lender) with prior notification to the Administrative Agent (unless such fee is waived by but without the consent of the Administrative Agent in its sole discretionor the Borrower), any Lender which is a fund may pledge all or any portion of its Loans and Notes to its trustee or to a collateral agent providing credit or credit support to such Assignee shall be Lender in support of its obligations to such trustee, such collateral agent or a Lender party holder of such obligations, as the case may be. No pledge pursuant to this Agreement and paragraph shall have all release the rights and obligations transferor Lender from any of a Lender with a Commitment as set forth in such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredhereunder.
Appears in 1 contract
Samples: Credit Agreement (Dollar Thrifty Automotive Group Inc)
Assignments. (a) Any Lender may (1) with the prior written consent of the Administrative Agent (such approval not to be unreasonably withheld), but without any consent of Borrower, at any time assign all or a portion of its rights and obligations under this Agreement and the Notes to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) Eligible Assignees (each an “Assignee”), other than a Defaulting Lender or (2) at any time assign all or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, portion of its rights and obligations under this AgreementAgreement and the Notes to one or more Assignees that is not an Eligible Assignee (other than Borrower or an Affiliate of Borrower), upon prior receipt of (x) Administrative Agent’s approval of such Assignee, to be granted or withheld in its sole discretion, and (y) provided no Default exists, Borrower’s approval of such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E under this clause (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to2) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, (i) any partial assignment shall be in an amount at least equal to $15,000,000 including all such assignments to a Lender and its Affiliates, and after giving effect to such assignment the assigning Lender (together with any Affiliates) retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $15,000,000, (ii) if the assigning Lender holds and/or owns an interest in any Interest Rate Protection Agreement or has any obligation with respect thereto, and after giving effect to such assignment such Lender will hold no further Commitment under this Agreement, such Lender shall undertake such assignment only contemporaneously with an assignment by such Lender of its interest in the Interest Rate Protection Agreement to the Assignee or another Lender (or Affiliate thereof); , provided that unless a Default shall have occurred and is continuing, in no event shall the foregoing result in a change of the counterparty under the Interest Rate Protection Agreement without the Borrower’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed), (iiii) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount effected by means of $10,000,000 or in integral multiples an Assignment and Assumption Agreement and (iv) prior written consent of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement or Borrower shall not be applicable required in connection with any such assignment that is to either an existing Lender (which is not a Defaulting Lender) at the case of an assignment or other transfer by any Lender to an Affiliate time of such Lender, to another Lender, assignment or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower 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 thereof. Upon execution and delivery of an Assignment and Acceptance such instrument and payment by such Assignee to such transferring transferor Lender of an amount equal to the purchase price agreed between such transferring transferor Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion)Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loan, as the case may be, as set forth in such Assignment and AcceptanceAssumption Agreement, and the transferring transferor Lender shall be released from its obligations 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), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I. In connection with any such assignment by a Lender other than an assignment to an Affiliate of such Lender, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00 (or $7,500.00 in the case of an assignment by a Defaulting Lender). Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to Borrower, or any of its respective Affiliates or Subsidiaries. Administrative Agent, acting for this purpose as an agent of Borrower, shall maintain at one of its offices in the United States of America a copy of each assignment delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount (and stated interest) of the Loan 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 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, notwithstanding notice to the contrary. The Register shall be available for inspection by Borrower and any Lender at any time and from time to time upon reasonable prior notice. The obligations of Borrower under the Loan Documents are intended to be in registered form within the meaning of Section 5f.103-1(c) of the United States Treasury Regulations and the right, title and interest of each Lender and its Assignees in and to such obligations shall be transferable only upon notation of such transfer in the Register. Borrower shall give such commercially reasonable assistance as Administrative Agent may reasonably require in relation to the syndication of the Loan, including giving of presentations by members of its management and assisting in relation to the preparation of an information memorandum (except that Borrower shall not be required to provide any additional legal opinions or make any representations or warranties regarding the truth or accuracy of any statements in such information memorandum or any related materials, other than a reaffirmation of the representations and warranties expressly set forth in this Agreement, which reaffirmation may include updates to such representations and warranties arising as a result of changed circumstances and/or the passage of time which do not arise from a breach of the Loan Documents, do not otherwise constitute a Default and do not, individually and in the aggregate, have a Material Adverse Effect). Borrower will be responsible for the Joint Lead Arrangers’ actual out-of-pocket costs and expenses (including but not limited to reasonable legal fees and costs associated with the use of Debtdomain and similar websites) in connection with the initial syndication of the Loan, provided that the obligation of Borrower to pay for such syndication expenses (inclusive of legal fees) shall be capped at $15,000 in the aggregate. Notwithstanding anything contained herein, provided that (a) there has been no change in regulatory matters or Applicable Law since the Effective Date that, in Helaba’s reasonable judgment, could have a material adverse impact on Helaba if it were to continue to maintain its then current interest in the Loan, (b) there is no order or decree of a Governmental Authority having jurisdiction over Helaba which requires Helaba to sell all or a portion of its interest in the Loan, (c) Helaba is regularly engaged in the business of originating or owning direct interests in commercial real estate loans in the United States and (d) no Default has occurred and is continuing, then Helaba (or any Affiliate thereof) shall at all times while Helaba remains Administrative Agent retain a Commitment in the Loan in a principal amount equal to no less than the lesser of (i) $35,000,000 and (ii) the highest Commitment that is then held by any Lender other than Helaba (or any Affiliate thereof), it being acknowledged and agreed, that the foregoing requirement shall not apply if any of the conditions described in clauses (a) through (d) are not satisfied. 124
Appears in 1 contract
Samples: Loan Agreement (Brookfield DTLA Fund Office Trust Investor Inc.)
Assignments. (a) Any Each Lender may shall have the right at any time assign time, with the prior consent of the Administrative Agent (and the L/C Issuers, if other than the Administrative Agent) and, so long as no Event of Default then exists, RC2 Brands, on behalf of the Borrowers (which consent of RC2 Brands, on behalf of the Borrowers shall not be unreasonably withheld), to one sell, assign, transfer or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower negotiate all or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreementthe Loan Documents (including, without limitation, the indebtedness evidenced by the Note then held by such assigning Lender, together with an equivalent percentage of its obligation to make Loans and participate in Letters of Credit) to one or more commercial banks or other financial institutions or investors, provided that, unless otherwise agreed to by the Administrative Agent, such Assignee assignment shall assume such be of a fixed percentage (and not by its terms of varying percentage) of the assigning Lender’s rights and obligationsobligations under the Loan Documents; provided, pursuant however, that in order to an instrumentmake any such assignment (i) unless the assigning Lender is assigning all of its Commitments, outstanding Loans and interests in L/C Obligations, the assigning Lender shall retain at least $5,000,000 of its unused Commitment, outstanding Loans and interests in Letters of Credit, (ii) the assignee Lender shall have a Commitment, outstanding Loans and interests in L/C Obligations of at least $5,000,000, (iii) each such assignment shall be evidenced by a written agreement (substantially in the form of attached hereto as Exhibit E (an “Assignment and Acceptance”), G or in such other form acceptable to the Administrative Agent) executed by such Assignee and such transferring assigning Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld such assignee Lender or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and Lenders, the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (and the L/C Issuers, if other than assignments the Administrative Agent) and, if required as provided above, RC2 Brands, on behalf of the Borrowers, which agreement shall specify in each instance the portion of the Obligations which are to be assigned to the assignee Lender and the portion of the Commitments of the assigning Lender to be assumed by the assignee Lender, and (xiv) the assigning Lender shall pay to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in the Administrative Agent a minimum amount processing fee of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved 3,500 and any out-of-pocket attorneys’ fees and expenses incurred by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to connection with any such assignment unless it agreement. Any such assignee shall object thereto by written notice become a Lender for all purposes hereunder to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery extent of an Assignment and Acceptance and 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 $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), 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, under the Loan Documents it assumes and the transferring assigning Lender shall be released from its obligations hereunder to a corresponding extentobligations, and no further consent or action by any party will have released its rights, under the Loan Documents to the extent of such assignment. The address for notices to such assignee Lender shall be requiredas specified in the assignment agreement executed by it. Promptly upon the effectiveness of any such assignment agreement, the Borrowers shall execute and deliver replacement Notes to the assignee Lender and the assigning Lender in the respective amounts of their Commitments (or assigned principal amounts, as applicable) after giving effect to the reduction occasioned by such assignment (such Notes to constitute "Notes" for all purposes of the Loan Documents), and the assignee Lender shall thereafter surrender to RC2 Brands, on behalf of the Borrowers, its old Notes. The Borrowers authorize each Lender to disclose to any purchaser or prospective purchaser of an interest in the Loans and interest in Letters of Credit owed to it or its Commitment under this Section any financial or other information pertaining to any Borrower or any Subsidiary.
Appears in 1 contract
Samples: Credit Agreement (Rc2 Corp)
Assignments. (a) Any Lender may at any time assign to one or more financial institutions (but not to a natural Person, Eligible Assignees all or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, portion of its rights and obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E Agreement (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld including all or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days a portion of its receipt of a written request for such consent) Commitment and the Administrative Agent Loans (which consent shall not be unreasonably withheldincluding for purposes of this Section 13.2, participations in Facility Letter of Credit Obligations and in Swingline Loans) at the time owing to it); provided provided, however, that (i) except in the case of an 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 for this purpose includes Loans outstanding thereunder) subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment (other is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than assignments (x) to its Affiliates$5,000,000, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral and multiples of $1,000,000 in excess thereof (thereof, unless otherwise approved by each of the Administrative Agent in its sole discretion)and, (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if 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); (ii) 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 Swingline Loans; (iii) any assignment of a Commitment must be approved by Agent, the Issuing Bank and the Swingline Lender (each such consent not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and provided further, that (iv) the Borrower parties to each assignment shall be deemed execute and deliver 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 thereof. Upon execution and delivery of an Assignment and Acceptance Assumption, together with a processing and 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 recordation fee of $4,500 (or $7,5003,500.00. Subject to acceptance and recording thereof by Agent pursuant to Section 13.3 hereof, if from and after the transferring Lender is a Defaulting Lender) to effective date specified in each Assignment and Assumption, the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Eligible Assignee thereunder shall be a Lender party to this Agreement and, to the extent of the interest assigned by such Assignment and shall Assumption, have all the rights and obligations of a Lender with a Commitment as set forth in under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, and the transferring Lender shall be released from its obligations hereunder 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 a corresponding extentparty hereto but shall continue to be entitled to the benefits of Article IV and Section 14.6 hereof with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, Borrower (at its expense) shall execute and no further consent deliver a Note to the assignee Lender and, in case of a partial assignment of the assignor Lender’s interest, to the assignor Lender. Any assignment or action transfer by any party a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be requiredtreated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 13.4 hereof.
Appears in 1 contract
Assignments. (ai) Any Lender may at any time assign to one or more financial institutions Persons (but any such Person, an “Assignee”) all or any portion of such Lender’s Loans and Commitments, with the prior written consent of Agent, the Issuing Lenders (for an assignment of the Revolving Loans and the Revolving Commitment) and, so long as no Event of Default exists, Borrower (which consents shall not be unreasonably withheld or delayed and shall not be required for an assignment by a Lender to a Lender (other than a Defaulting Lender) or an Affiliate of a Lender (other than an Affiliate of a Defaulting Lender)) or an Approved Fund (other than an Approved Fund of a Defaulting Lender). Except as Agent may otherwise agree, any such assignment shall be in a minimum aggregate amount equal to $5,000,000 or, if less, the remaining Commitment and Loans held by the assigning Lender (provided that an assignment to a Lender, an Affiliate of a Lender or an Approved Fund shall not be subject to the foregoing minimum assignment limitations). Borrower and Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit D hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500. Notwithstanding anything herein to the contrary, no assignment may be made to (i) Borrower, (ii) any other Loan Party, (iii) or any other Person that owns, directly or indirectly, five percent (5%) or more of any class of equity in Borrower, any Affiliate of Borrower or any other Loan Party, (iv) any holder of Subordinated Debt or any Debt that is secured by Liens that have been contractually subordinated to the Liens securing 90 the Obligations or (v) any Affiliate of any of the foregoing Persons without the prior written consent of Agent, which consent may be withheld in Agent’s sole discretion and, in any event, if granted, may be conditioned on such terms and conditions as Agent shall require in its sole discretion, including, without limitation, a limitation on the aggregate amount of Loans and Commitments which may be held by such Person and/or its Affiliates and/or limitations on such Person’s and/or its Affiliates’ voting and consent rights and/or rights to attend Lender meetings or obtain information provided to other Lenders. Any attempted assignment not made in accordance with this Section 15.6(a) shall be treated as the sale of a participation under Section 15.6(b). 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 Business Days after notice thereof. In no event shall any assignment be made to a natural Person, person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”person), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, 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 an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower 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 thereof. Upon execution and delivery of an Assignment and Acceptance and 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 $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), 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 obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required.
Appears in 1 contract
Assignments. (a) Any Lender may at any time assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, 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 an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lendermay, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days delayed), assign all or a portion of its receipt of a written request for such consentrights and obligations under this Agreement (including, the Lender’s Commitment (or any portion or element thereof), the Loans, the Note and other Obligations) and to one or more commercial banks, insurance companies, funds or other financial institutions with the Administrative Agent (which consent shall not be unreasonably withheld)Required Ratings; provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section for any assignment shall not be required if (i) an Event of Default has occurred and is continuing; and provided further, (ii) such assignment is (A) to an Affiliate of the Lender or (B) to another Person who at the time of such assignment already is a party to this Agreement as the Lender or (iii) such assignment is made to an Approved Selling Institution (it being agreed that the Borrower shall have review and approval rights over the documents relating to such assignment). No assignment pursuant to the immediately preceding sentence to an institution other than another Lender shall be in an aggregate amount less than (unless the entire Commitment and outstanding Loans of the assigning Lender is so assigned) $5,000,000. If the Lender so sells or assigns all or a part of its rights hereunder or under the Note, any reference in this Agreement or the Note to the Lender shall thereafter refer to the Lender and to its respective assignee to the extent of their respective interests and such assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights and benefits as it would if it were such assigning Lender. Each assignment pursuant to this Section 9.05(b) shall be effected by the assigning Lender and the assignee Lender executing an Assignment Agreement (an “Assignment Agreement”), which Assignment Agreement shall be substantially in the form of Exhibit C (appropriately completed). At the time of any assignment pursuant to this Section 9.05(b), this Agreement shall be deemed to have consented be amended to reflect the Commitment of the respective assignee (which shall result in a direct reduction to the Commitment of the assigning Lender) and the Borrower shall if requested in writing by the assignee or assigning Lender issue new Notes to the respective assignee and to the assigning Lender in conformity with the requirements of Section 3.02 (Note). To the extent of any assignment pursuant to this Section 9.05(b), the assigning Lender shall be relieved of its obligations hereunder with respect to its assigned Commitment. In connection with any such assignment unless it shall object thereto by written notice to assignment, the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and the Borrower agree to execute such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 documents (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party including amendments to this Agreement and shall have all the rights and obligations of a Lender with a Commitment other Credit Documents) as set forth in such Assignment and Acceptance, and the transferring Lender shall be released reasonably necessary to effect the foregoing. Nothing in this Agreement shall prevent or prohibit the Lender from its obligations hereunder pledging the Note or Loans to a corresponding extent, and no further consent or action Federal Reserve Bank in support of borrowings made by any party shall be requiredthe Lender from such Federal Reserve Bank.
Appears in 1 contract
Assignments. (a) Any Lender may at any time assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, 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 an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lendermay, with (and subject to) the signed prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliatesand, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an so long as no Event of Default has occurred and is continuing; , the Company (which consents shall not be unreasonably delayed or withheld), at any time assign and provided furtherdelegate to one or more Eligible Assignees (any Person to whom such an assignment and delegation is to be made being herein called an “Assignee”), that all or any fraction of such Lender’s Loans and Commitment in a minimum aggregate amount (in the Borrower shall be deemed case of an assignment to have consented an Assignee other than a Lender hereunder) equal to any the lesser of (i) the amount of the assigning Lender’s remaining Loans and, without duplication, Commitments and (ii) $5,000,000 (or such assignment unless it shall object thereto by written notice to lesser amount as the Company and the Administrative Agent within five Business Days after having received notice thereof. Upon execution may agree in their discretion); provided that (a) no assignment and delivery delegation may be made to any Person if, at the time of an Assignment such assignment and Acceptance and payment by such Assignee delegation, the Company would be obligated to such transferring Lender of an pay any greater amount equal under Section 7.6 or Section 8 to the purchase price agreed between Assignee than the Company is then obligated to pay to the assigning Lender under such transferring Sections (and if any assignment is made in violation of the foregoing, the Company will not be required to pay the incremental amounts), (b) any assignment to a Person other than a Lender shall be subject to the prior written consent of the Issuing Lenders and such Assignee and payment by the transferring Swing Line Lender (which consents shall not be unreasonably withheld or delayed), (c) no consent of the Assignee of an assignment fee of $4,500 (Company or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent shall be required in connection with any assignment from a Lender to a Lender, an Affiliate of a Lender or an Approved Fund; (unless such fee is waived by d) no consent of the Administrative Agent in its sole discretion), such Assignee shall be a required in connection with any assignment to another Lender party and (e) the Company and the Administrative Agent shall be entitled to this Agreement continue to deal solely and directly with such Lender in connection with the interests so assigned and delegated to an Assignee until the date when all of the following conditions 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 obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required.been met:
Appears in 1 contract
Samples: Security Agreement (Middleby Corp)
Assignments. Subject to Section 8.2(c), the Borrower may not assign its rights or obligations hereunder without the prior written consent of all of the Lenders. If an Event of Default has occurred and is continuing, a Lender may, at the Borrower's cost and expense, with the prior consent of the Agent (aother than in the case of an assignment to such Lender’s Affiliate) Any Lender may at any time assign to one or more financial institutions and the Fronting Banks (but such consents not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of be unreasonably withheld) but without the Borrower’s Affiliates 's consent, assign in whole or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate in part of all, of its rights and obligations under this AgreementAgreement and the other Loan Documents to any Person (other than the Borrower or any of its Subsidiaries). If no Event of Default has occurred and is continuing, a Lender may, at its sole cost and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lenderexpense, with (and subject to) the signed prior consent of the Agent, the Fronting Banks and the Borrower (which consent shall such consents not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld), assign in whole or in part, its rights and obligations under this Agreement and the other Loan Documents to any Person (other than the Borrower or any of its Subsidiaries); provided it being agreed by each Lender that if no Event of Default has occurred and is continuing, it shall not make any such assignment which does not comply with this sentence. If no Event of Default has occurred and is continuing, unless a lesser amount shall be agreed by the Borrower and the Agent, no assignment of a part of the rights and obligations of a Lender hereunder shall (i) each such be less than an aggregate of US$10,000,000 of the assigning Lender's Commitments unless the assigning Lender's Commitments are then less than US$10,000,000 in which case the assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples the whole of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion)assigning Lender's Commitments, (ii) each assignee shall be an Eligible Institutionmade in increments of less than US$1,000,000, and unless the Commitments being assigned consist of the whole of the assigning Lender's Commitments, or (iii) result in any Lender's Commitments, after giving effect to a partial assignment of that Lender's Commitments amounting to less than US$10,000,000. Assignments shall be substantially in the form of Schedule "I". Upon any assignment by a Lender to a Person (a "Permitted Assignee") in accordance with the provisions of this Section 16.9, such Lender shall pay a fee of US$3,500 as a processing fee to the Agent and shall cause such Permitted Assignee to be substituted for such Lender in respect of the rights and obligations under the Loan Documents which are so assigned; the Agent shall, and is hereby authorized by the Borrower and each Lender to, issue a revised Schedule "J" giving effect to such assignment; and the assigning Lender shall, as of the effective date thereof, be released from its obligations to the Borrower hereunder relating to the assigned interests arising subsequent to such date to the extent thereof. Any such assignment shall not increase, in aggregate, the Commitment liabilities (by way of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided furtherwithholding tax, that the foregoing consent requirement shall not be applicable in the case of an assignment any obligation to pay additional amounts pursuant to Section 6.3 or other transfer by any Lender Additional Compensation pursuant to an Affiliate of such Lender, to another LenderArticle 10, or to an Approved Fund; provided furtherotherwise), that any consent costs and out-of-pocket expenses of the Borrower otherwise required under this Section shall not be required hereunder, other than the requirement to pay any costs and expenses incurred by the Lenders in completing any assignment by the Borrower, or by a Lender if an Event of Default has occurred and is continuing; and provided further, that the Borrower an assignment shall be deemed not to have consented increase the liabilities, costs and expenses of the Borrower hereunder solely due to any the fact that the assignee is a Schedule II Bank or a Schedule III Bank thereby potentially resulting in a higher Discount Rate than would be the case with a Schedule I Bank, or that such assignment unless it shall object thereto by written notice to increases the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery number of an Assignment and Acceptance and 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 $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), 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 obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredLenders.
Appears in 1 contract
Samples: Credit Agreement (Ovintiv Inc.)
Assignments. (a) Any Each Lender may shall have the right at any time assign time, upon written notice to the Administrative Agent of its intent to do so, to sell, assign, transfer or negotiate all or any part of such Lender’s rights under the Loan Documents to (1) one or more of its Affiliates (provided the Affiliate controls, is controlled by, or is under common control with such Lender (such Affiliate being herein referred to as a “Control Affiliate”); and provided further that such Affiliate has adequate resources to thereafter fund its obligations under the Loan Documents), (2) to one or more financial institutions of the other Lenders (but not or to a natural PersonControl Affiliates (provided the Control Affiliate has adequate resources to thereafter fund its obligations under the Loan Documents) of such other Lenders), (3) to an Eligible Assignee, or a holding company, investment vehicle or trust for, or owned and operated for (4) with the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, 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 an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed prior written consent of the Administrative Agent and the prior written consent of Borrower (which consent of Borrower shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the of Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheldrequired if an Event of Default exists); , to any other bank, insurance company, pension fund, mutual fund or other financial institution (it being agreed that the Lenders and their respective Affiliates thereof and each Loan Participant and Affiliates thereof are approved assignees), provided that (i) each such assignment sale, assignment, transfer or negotiation (other than assignments sales, assignments, transfers or negotiations (x) to its Affiliates, Affiliates of such Lender or (y) to an Approved Fund, or (z) of its a Lender’s entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples 2,000,000.00 and increments of $1,000,000 500,000.00 in excess thereof (unless otherwise approved by or such lesser amount as would constitute the Administrative Agent balance of a Lender’s interest in its sole discretionthe Loans and all Commitments), (ii) each assignee shall such sale, assignment or transfer must be of an Eligible Institutionequal pro rata share of such Lender’s interest in the Acquisition Loan, Building Loan and Project Loan, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee there shall be at least paid to the Administrative Agent by the assigning Lender a fee (the “Assignment Fee”) of $5,000,000; provided further, that the foregoing consent requirement shall not be applicable 4,500.00 (or $7,500.00 in the case of an assignment or other transfer by any Lender a Defaulting Lender). For each assignment, the parties to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice execute and deliver to the Administrative Agent within five Business Days after having received notice thereof. Upon execution for its acceptance and delivery of recording an Assignment and Acceptance Agreement. Upon such execution, delivery, acceptance and 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 $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived recording by the Administrative Agent in its sole discretion)Agent, such Assignee shall be a Lender party to this Agreement from and shall have all after the rights and obligations of a Lender with a Commitment as set forth effective date specified in such Assignment and AcceptanceAcceptance Agreement, the assignee thereunder shall be a party hereto and a party under the Building Loan Agreement and Project Loan Agreement and the transferring other Loan Documents and, to the extent provided in such Assignment and Acceptance Agreement, the assignor Lender shall thereunder shall, subject to the terms of this Section, be released from its obligations hereunder under the Loan Documents. Xxxxxxxx agrees upon written request of the Administrative Agent to execute and deliver (1) to such assignee, Notes, each dated the effective date of such Assignment and Acceptance Agreement, in an aggregate principal amount equal to the respective interest in the Loans or portion thereof assigned to such assignee, (2) to such assignor Lender (if less than all of such Xxxxxx’s interests in the Loans are assigned), Notes, each dated the effective date of such Assignment and Acceptance Agreement, in an aggregate principal amount equal to the balance of such assignor Xxxxxx’s interest in the Loans and (3) to the Administrative Agent, if required by it, amendments to the Building Loan Agreement in form for filing in the Kings County Clerk’s Office identifying the new Lender’s interest in the Loans. It is intended that each such new Notes shall, upon the effective date of such assignment, amend and restate the indebtedness under the Notes they replace. It shall be in the discretion of the Administrative Agent to obtain the new Notes if the assignee Lender does not require such new Notes. The issuance of such replacement Notes and/or the surrender of the Notes so replaced shall not be deemed the making of new advances, nor shall it be construed as evidence of the payment or prepayment of the indebtedness that is restated by such new Notes. Upon any such sale, assignment or other transfer, the Administrative Agent shall adjust its records to reflect the new Committed Amounts of each Lender and shall deliver a corresponding extentnew Schedule B to Borrower and each Lender reflecting (i) such new Committed Amounts, (ii) the office of each Lender, and no further consent or action by any (iii) the address for notices of each Lender. Each party shall be requiredresponsible for its own legal fees and expenses in connection with an assignment, it being understood that Borrower shall not be obligated to pay the fees and expenses of Administrative Agent or any Lender in connection with an assignment by a Lender other than the initial Syndication. Anything to the contrary herein notwithstanding, the restrictions on assignments contained in this subsection (b) shall be for the benefit of Borrower, the Administrative Agent and the Lenders and they shall be entitled to rely on them.
Appears in 1 contract
Assignments. Each Relevant Lender (a “Transferring Lender”) may assign its entire Commitment under any Relevant Credit Facility (including its share in any Advances made under such Relevant Credit Facility), or any part thereof in a minimum amount of USD25,000,000, to (a) Any Lender may at any time assign to one Affiliate or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any Approved Fund of the Borrower’s Affiliates Transferring Lender; provided that, any such assignment shall not constitute a prohibited transaction under Sections 406 and 407 of ERISA or SubsidiariesSection 4975 of the US Internal Revenue Code, (b) (each an “Assignee”), to any other than a Defaulting Lender or a subsidiary thereof (c) to any person not referred to in clause (a) or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, 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 an instrument, in substantially (b) with the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed prior consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Canadian Agent (which consent shall not to be unreasonably withheld); provided that that, (i) each the consent of Cognos shall also be required for any assignment pursuant to this clause (c) (such assignment (other than assignments (xconsent not to be unreasonably withheld) to its Affiliatesunless an Event of Default has occurred and is continuing, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), and (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section each Issuing Bank shall not also be required to any assignment pursuant to this clause (c) (such consent not to be unreasonably withheld) if an Event of Default has occurred and is continuing; and provided further, that . Any such transfer to any person permitted pursuant to the Borrower preceding sentence (a “Transferee”) shall be deemed made pursuant to have consented a loan transfer agreement (a “Loan Transfer Agreement”) substantially in the form of Schedule 8 (or in such other form to substantially the same effect as the Canadian Agent may approve). Each Loan Transfer Agreement must be delivered to the Canadian Agent at least five (5) Business Days before it takes effect (or such lesser time period as the Canadian Agent, in its discretion, may permit) accompanied, if such assignment is not being made to an Affiliate or Approved Fund of an existing Relevant Lender or an existing Relevant Lender, by payment to the Canadian Agent of a processing fee of USD3,500. Each party hereto hereby agrees that any such assignment unless it Transferee shall object thereto by written notice be subject to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal obligations identical to the purchase price agreed between obligations assigned under any such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to this Loan Transfer Agreement and shall have all be entitled to rights identical to the rights and obligations assigned to such Transferee as if such Transferee were named in this Agreement as an original party in substitution for the Transferring Lender in respect of a Lender with a Commitment as set forth in each such Assignment and AcceptanceCommitment, or part thereof, assigned, and the transferring such Transferring Lender shall be released from all obligations in relation to each of its obligations Commitments, or part thereof, so assigned. The foregoing shall not restrict the right of an Issuing Bank pursuant to Section 8.1(f) to assign its rights hereunder to any Substitute Issuing Bank (as defined in Section 8.1(f) that issues a corresponding extentStandby Instrument in its place and stead. The Canadian Agent, acting for this purpose as an agent of the US Borrower, shall maintain a copy of each Loan Transfer Agreement with respect to the US Facilities delivered to it and a register for the recordation of the names and addresses of the US Lenders, and no further consent or action by any party the Commitments of, and principal amount of the Loans under the US Facilities owing to, each US Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be requiredconclusive, and the US Borrower, the Agents and the US Lenders may treat each person whose name is recorded in the Register pursuant to the terms hereof as a US Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any US Lender, at any reasonable time and from time to time upon reasonable prior notice. Upon its receipt of a duly completed Loan Transfer Agreement executed by an assigning US Lender and an assignee, and processing fee referred to in above of this paragraph and any written consent to such assignment required by this paragraph, the Canadian Agent shall accept such Loan Transfer Agreement and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.
Appears in 1 contract
Samples: Credit Agreement (Cognos Inc)
Assignments. (a) Any Lender may may, in the ordinary course of its commercial lending business and in accordance with applicable Law, at any time and from time to time, assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower any Lender or any Affiliate thereof or, with the prior written consent of the Borrower’s Affiliates EDS and Administrative Agent (which consents shall not be unreasonably withheld), to an additional bank or Subsidiaries) financial institution (each such Lender, Affiliate, bank or financial institution, an “"Assignee”), other than a Defaulting Lender or a subsidiary thereof ") all or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreement, and such Assignee shall assume such rights and obligations, Agreement pursuant to an instrumentAssignment and Acceptance, substantially in substantially the form of Exhibit E (an “Assignment and Acceptance”)I, executed by such Assignee Assignee, such assigning Lender and such transferring Lender, with (EDS and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed delivered to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld)for its acceptance and recording in the Register; provided that (i) each that, unless EDS otherwise consents, any such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fundany Assignee that is not a Lender, or (z) an Affiliate of its entire interest) a Lender shall be an undivided share of the assigning Lender's Committed Sum and Loans, in a minimum amount of $10,000,000 5,000,000 or in a greater integral multiples multiple of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution1,000,000, and shall not exceed fifty percent (iii50%) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and assigning Lender's Committed Sum as of the assignee shall be at least $5,000,000; provided date such Lender became a Lender hereunder and provided, further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower 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 thereof. Upon execution and delivery of an Assignment and Acceptance and 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 $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such no Assignee shall be entitled to receive any greater amount pursuant to Sections 3.12(a) or 3.14 than the assignor Lender would have been entitled to receive in respect of the amount of the Loan(s) assigned had no such assignment occurred. Upon such execution, delivery, acceptance and recording from and after the effective date determined pursuant to such Assignment and Acceptance, (x) the Assignee thereunder shall be a Lender party hereto and, to this Agreement the extent provided in such Assignment and shall Acceptance, have all the rights and obligations of (and be) a Lender hereunder with a Commitment as set forth therein, and (y) the assigning Lender thereunder shall, to the extent provided in such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder under this Agreement. Notwithstanding anything to a corresponding extentthe contrary contained herein, any Lender may sell, transfer, assign or grant participations in all or any part of the Bid Rate Loans made by it to any Assignee without requirement of notice or consent and without limitation of any kind, provided that no further consent or action by Assignee of any party Bid Rate Loan(s) shall be requiredentitled to receive any greater amount pursuant to Sections 3.12(a) or 3.14 than the assignor Lender would have been entitled to receive in respect of the amount of the Bid Rate Loan(s) assigned had no such assignment occurred.
Appears in 1 contract
Samples: Credit Agreement (Electronic Data Systems Corp /De/)
Assignments. (a) Any Lender may may, in accordance with applicable law, at any time assign to one any Lender or more financial institutions (but not to a natural Personany affiliate thereof, or a holding companyincluding, investment vehicle or trust for, or owned and operated for the primary benefit ofwithout limitation, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, 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 an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring LenderAffiliate or, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (Agent, which consent shall not be unreasonably withheld), to any other Person (each an "ASSIGNEE") all or any part of its Credit Exposure; provided PROVIDED, that in the case of any such assignment to a Person that is not another Lender or an affiliate of the assigning Lender, each such assignment shall be (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable except in the case of an assignment of the entire remaining amount of the Lender's Credit Exposure, (A) for a Credit Exposure not less than $5,000,000 in the case of Revolving Loans (or other transfer such lesser amount agreed to by any Lender the Administrative Agent) and (B) for Credit Exposure not less than $1,000,000 in the case of Term Loans (or such lesser amount agreed to an Affiliate by the Administrative Agent), PROVIDED, that concurrent assignments of such Lender's Term Loan Credit Exposure to such Person and the affiliates of such Person, including, without limitation, Lender Affiliates of such Person, may be for lesser amounts so long as the aggregate amount of such assignments are not less than $1,000,000 (or such lesser amount agreed to another Lenderby the Administrative Agent), or (ii) to an Approved Fund; provided furtherAssignee approved in writing by the Administrative Agent, that any consent of the Borrower otherwise required under this Section which approval shall not be required if an unreasonably withheld and (iii) in the case of Revolving Loans, so long as no Default or Event of Default has shall have occurred and is be continuing; , to an Assignee approved by the Borrower, which approval shall not be unreasonably withheld. The Borrower, the Administrative Agent and provided further, the Lenders agree that to the Borrower extent of any assignment the Assignee shall be deemed to have consented the same rights and benefits under the Loan Documents and the same rights of setoff and obligation to any such assignment unless share pursuant to Section 10.7 as it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and 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 $4,500 (or $7,500, would have had if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be it were 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 obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredhereunder.
Appears in 1 contract
Assignments. (a) Any Lender may at any time assign to one or more financial institutions (but not to a natural Person, Eligible Assignees all or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, portion of its rights and obligations under this AgreementReimbursement and Pledge Agreement (including all or a portion of its Commitments); provided, and such Assignee shall assume such rights and obligations, pursuant to that (a) except in the cases of an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent assignment of the Borrower (which consent entire remaining amount of the assigning Lender’s Commitments or, of an assignment to a Lender or a Lender Affiliate, the aggregate amount of the Commitments being assigned shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days less than $5,000,000 unless each of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliatesand, (y) to an Approved Fund, so long as no Default or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing, the Borrower, otherwise consent (each such consent not to be unreasonably withheld or delayed); (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and provided furtherobligations under this Reimbursement and Pledge Agreement with respect to the applicable Commitment assigned, it being understood that non-pro rata assignments of or among the Tranche A Commitments and the related Reimbursement Obligations and non-pro rate assignments of or among the Tranche B Commitments and the related Reimbursement Obligations are not permitted; (c) any assignment of a Commitment must be approved by the Administrative Agent, the Fronting Bank and so long as no Default or Event of Default has occurred and is continuing, the Borrower, (such approval of the Borrower not to be unreasonably withheld), unless the Person that is the proposed assignee is itself a Lender with a Commitment or an Affiliate of a Lender with a Commitment; (d) the parties to each assignment shall be deemed to have consented to any such assignment unless it shall object thereto by written notice execute and deliver to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance Assumption, together with a processing and 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 recordation fee of $4,500 2,500 (or $7,500provided, that such processing and recordation fee may be waived by the Administrative Agent, in its sole discretion) and the Eligible Assignee, if the transferring Lender is it shall not be a Defaulting Lender) , shall deliver to the Administrative Agent an Administrative Questionnaire; and (unless e) if applicable, the LC Administrator shall have delivered to the respective beneficiaries of outstanding Several Letters of Credit amendments (or, in the case of any Several Letter of Credit issued individually by the Lenders, a replacement Several Letter of Credit in exchange for and the return or cancellation of the original Several Letter of Credit) which reflect any changes in the Lenders and/or the Commitment Percentages resulting from such fee is waived assignment. Subject to acceptance and recording thereof by the Administrative Agent pursuant to §13.3, from and after the effective date specified in its sole discretion)each Assignment and Assumption, such the Eligible Assignee thereunder shall be a Lender party to this Reimbursement and Pledge Agreement and, to the extent of the interest assigned by such Assignment and shall Assumption, have all the rights and obligations of a Lender with a Commitment as set forth in under this Reimbursement and Pledge Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, and the transferring Lender shall be released from its obligations hereunder under this Reimbursement and Pledge Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Reimbursement and Pledge Agreement, such Lender shall cease to be a corresponding extent, party hereto) but shall continue to be entitled to the benefits of §§14.3 and no further consent 14.4 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or action transfer by any party a Lender of rights or obligations under this Reimbursement and Pledge Agreement that does not comply with this paragraph shall be requiredtreated for purposes of this Reimbursement and Pledge Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with §13.4.
Appears in 1 contract
Samples: Reimbursement and Pledge Agreement (Montpelier Re Holdings LTD)
Assignments. (a) Any Lender Subject to Section 8.2(c), the Borrower may at any time not assign to one its rights or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned obligations hereunder without the prior written consent of all of the Lenders. If an Event of Default has occurred and operated for the primary benefit ofis continuing, a natural PersonLender may, or the Borrower or any of at the Borrower’s Affiliates or Subsidiaries) cost and expense, with the prior consent of the Agent (each an “Assignee”), other than a Defaulting Lender in the case of an assignment to such Lender’s Affiliate) and the Fronting Banks (such consents not to be unreasonably withheld) but without the Borrower’s consent, assign in whole or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate in part of all, of its rights and obligations under this AgreementAgreement and the other Loan Documents to any Person (other than the Borrower or any of its Subsidiaries). If no Event of Default has occurred and is continuing, a Lender may, at its sole cost and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lenderexpense, with (and subject to) the signed prior consent of the Agent, the Fronting Banks and the Borrower (which consent shall such consents not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld), assign in whole or in part, its rights and obligations under this Agreement and the other Loan Documents to any Person (other than the Borrower or any of its Subsidiaries); provided it being agreed by each Lender that if no Event of Default has occurred and is continuing, it shall not make any such assignment which does not comply with this sentence. If no Event of Default has occurred and is continuing, no assignment of a part of the rights and obligations of a Lender hereunder shall (i) each such be less than an aggregate of US$10,000,000 of the assigning Lender’s Commitments unless the assigning Lender’s Commitments are then less than US$10,000,000 in which case the assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples the whole of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion)assigning Lender’s Commitments, (ii) each assignee shall be an Eligible Institutionmade in increments of less than US$1,000,000, and unless the Commitments being assigned consist of the whole of the assigning Lender’s Commitments, or (iii) result in any Lender’s Commitments, after giving effect to a partial assignment of that Lender’s Commitments amounting to less than US$10,000,000. Assignments shall be substantially in the form of Schedule “I”. Upon any assignment by a Lender to a Person (a “Permitted Assignee”) in accordance with the provisions of this Section 16.9, such Lender shall pay a fee of US$3,500 as a processing fee to the Agent and shall cause such Permitted Assignee to be substituted for such Lender in respect of the rights and obligations under the Loan Documents which are so assigned; the Agent shall, and is hereby authorized by the Borrower and each Lender to, issue a revised Schedule “J” giving effect to such assignment; and the assigning Lender shall, as of the effective date thereof, be released from its obligations to the Borrower hereunder relating to the assigned interests arising subsequent to such date to the extent thereof. Any such assignment shall not increase, in aggregate, the Commitment liabilities (by way of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided furtherwithholding tax, that the foregoing consent requirement shall not be applicable in the case of an assignment any obligation to pay additional amounts pursuant to Section 6.3 or other transfer by any Lender Additional Compensation pursuant to an Affiliate of such Lender, to another LenderArticle 10, or to an Approved Fund; provided furtherotherwise), that any consent costs and out-of-pocket expenses of the Borrower otherwise required under this Section shall not be required hereunder, other than the requirement to pay any costs and expenses incurred by the Lenders in completing any assignment by the Borrower, or by a Lender if an Event of Default has occurred and is continuing; and provided further, that the Borrower an assignment shall be deemed not to have consented increase the liabilities, costs and expenses of the Borrower hereunder solely due to any the fact that the assignee is a Schedule II Bank or a Schedule III Bank thereby potentially resulting in a higher Discount Rate than would be the case with a Schedule I Bank, or that such assignment unless it shall object thereto by written notice to increases the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery number of an Assignment and Acceptance and 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 $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), 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 obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredLenders.
Appears in 1 contract
Samples: Credit Agreement (Ovintiv Inc.)
Assignments. (a) Any Lender may at any time in accordance with applicable law, after giving reasonable notice to Borrower, sell and assign to one or more financial institutions parties (but not to a natural Personindividually, an "ASSIGNEE") all or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, portion of its rights and obligations under this Agreement, Agreement and the other Credit Documents (such Assignee shall assume such rights a sale and obligations, assignment to be referred to herein as an "ASSIGNMENT") pursuant to an instrument, assignment agreement in substantially the form of Exhibit E EXHIBIT Q (an “Assignment and Acceptance”"ASSIGNMENT AGREEMENT"), executed by such each Assignee and such transferring LenderLender (as "ASSIGNOR") PROVIDED, with (and subject to) the signed consent of the Borrower (which consent HOWEVER, that Lender shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent assign more than forty-nine percent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z49%) of its entire interestrights or obligations hereunder or assign any of its rights or obligations hereunder to a competitor of Borrower or a Person who is or has been engaged in a dispute with Borrower; PROVIDED FURTHER, that upon notice that Lender intends to assign any part of its interest hereunder, Borrower shall promptly provide Lender with a list of its competitors and those Persons with which it has, or has had, disputes. Upon the execution, delivery, acceptance and recording of each Assignment Agreement, from and after the Assignment Effective Date determined pursuant to such Assignment Agreement, (A) each Assignee thereunder shall be in a minimum amount Lender hereunder with a Proportionate Share as set forth on ATTACHMENT 1 to such Assignment Agreement and shall have the rights, duties and obligations of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by Lender under this Agreement and the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institutionother Credit Documents, and (iiiB) after giving effect the Assignor thereunder shall be a Lender with a Proportionate Share as set forth on ATTACHMENT 1 to such Assignment Agreement, or, if the Proportionate Share of the Assignor has been reduced to 0%, the Assignor shall cease to be a Lender. On or prior to the Assignment Effective Date determined pursuant to each such assignmentAssignment Agreement, Borrower, at its expense, shall execute and deliver to Lender in exchange for the Commitment respective surrendered Note of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided furtherAssignor thereunder, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice a new Note to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery order of an Assignment and Acceptance and payment by such each Assignee thereunder (with each new Note to such transferring Lender of be in an amount equal to the purchase price agreed between Committed Amount assumed by such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500Assignee) and, if the transferring Lender is Assignor has retained a Defaulting Lender) Committed Amount hereunder, a new Note to the Administrative Agent order of the Assignor (unless with the new Note to be in an amount equal to the Committed Amount retained by it). Each such fee is waived new Note shall be dated the Closing Date and each such new Note shall otherwise be in the form of the Note replaced thereby. The Note surrendered by the Administrative Agent in its sole discretion), such Assignee Assignor shall be a returned by 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 obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredBorrower marked "cancelled".
Appears in 1 contract
Assignments. (a) Any Lender Subject to the remaining provisions of this Section, the Bank may at any time assign time, in the ordinary course of its commercial banking business, in accordance with applicable Law, sell to one or more financial institutions Eligible Banks (which Eligible Banks may be affiliates of the Bank), a portion (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiariesless than all) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this AgreementAgreement then held by it; provided that (i) the aggregate amount being assigned pursuant to each such assignment shall in no event be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof unless such assignment is being made to an affiliate of the Bank, and (ii) if such Assignee shall assume Eligible Bank is not, prior to the date of such rights and obligationsassignment, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring a Credit Agreement Lender, with (and such assignment shall be subject to) to the signed prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed delayed), unless an Event of Default shall have occurred and then be continuing, in which case the Borrower’s consent shall not be required. From and after the effective date of such transfer, the purchasing bank shall be a party hereto as the Bank and, to the extent of its interest herein, shall have the rights and obligations of the Bank hereunder with its commitment as set forth therein. Such transfer shall be deemed to have been given if amend this Agreement to the Borrower has not responded within ten Business Days extent, and only to the extent, necessary to reflect the adjustment of its receipt commitments arising from the purchase by such purchasing bank of a written request for portion of the rights and obligations of the Bank under this Agreement. On or prior to the effective date of such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliatestransfer, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved if requested by the Administrative Agent in its sole discretion)purchasing bank, (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed execute and deliver to have consented to any such assignment unless it shall object thereto by written notice purchasing bank a new reimbursement agreement and/or note to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery order of an Assignment and Acceptance and payment by such Assignee to such transferring Lender of purchasing bank in an amount equal to the purchase price agreed between such transferring Lender commitment assumed by it and such Assignee purchased by it, and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) new reimbursement agreement and/or note to the Administrative Agent (unless order of the Bank in an amount equal to the commitment retained by it hereunder; provided, however, that in the event of any conflict between the terms of any such fee is waived by the Administrative Agent in its sole discretionnew reimbursement agreement(s) and/or note(s), such Assignee shall be a Lender party to the terms of 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 obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredgovern.
Appears in 1 contract
Assignments. (a) Any Each Lender may at any time assign pursuant to one or more financial institutions an Assignment and Assumption Agreement substantially in the form of Exhibit Q-1 hereto (but not to a natural Person, an “Assignment and Assumption Agreement”) all or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, portion of its rights and obligations under this Agreement, and such Assignee shall assume such rights and obligations, hereunder pursuant to this clause (b)(A) to (x)(i) its parent company and/or any affiliate of such Lender which is at least 50% owned by such Lender or its parent company, (ii) one or more Lenders or (iii) any fund that invests in bank loans and is managed or advised by the same investment advisor of a Lender or by an instrument, Affiliate of such investment advisor or (y) one or more other Eligible Transferees (treating any fund that invests in substantially loans and any other fund that invests in loans and is managed or advised by the form same investment advisor of Exhibit E (such fund or by an “Assignment and Acceptance”Affiliate of such investment advisor as a single Eligible Transferee), executed by such Assignee and such transferring provided that any assignments of Revolving Credit Commitments pursuant to clause (x) above shall require the consent of each Issuing Lender, with (and subject to) the signed consent of the Borrower (which consent consents shall not be unreasonably withheld or delayed and which consent delayed; provided further that any assignments pursuant to clause (y) above shall be deemed not less than $1,000,000 in the case of such Lender’s Term Loan or $5,000,000 in the case of such Lender’s Revolving Credit Commitment (or, in each case, if less, the entire amount of the assigning Lender’s Commitments and outstanding Loans at such time), and shall require the consents of (i) the Administrative Agent, (ii) in connection with any assignment of all or any portion of Total Revolving Credit Commitments, each Issuing Lender and (iii) when no Default under Section 9.1(a) or 9.1(e) then exists and no Event of Default then exists, the Borrower, each of which consents shall not be unreasonably withheld or delayed. Any assignment to have been given if another Lender pursuant to this clause (b)(A) will become effective upon the payment to the Administrative Agent by either the assigning or the assignee Lender of a nonrefundable assignment fee of $3,500 (provided that (i) no such fee shall be payable in the event of assignments from any Lender to a fund that invests in loans and is managed or advised by the same investment advisor as such assigning Lender (or by an Affiliate of such investment advisor) and (ii) contemporaneous assignments by a Lender to two or more Eligible Transferees that are funds that invest in loans which are managed or advised by the same investment advisor (or an Affiliate thereof) shall be treated as one assignment for the purposes of the aforementioned assignment fee) and the recording by the Administrative Agent of such assignment, and the resultant effects thereof on the Loans and Commitments of the assigning Lender and the assignee Lender, in a register maintained by the Administrative Agent as agent of the Borrower has not responded within ten for this purpose (the “Register”), the Administrative Agent hereby agreeing to effect such recordation no later than five Business Days of after its receipt of a written request for such consentnotification by the assigning Lender and the assignee Lender of the proposed assignment. Assignments pursuant to clause (b)(A) and will only be effective if the Administrative Agent (shall have received a written notice in the form of Exhibit Q-2 hereto from the assigning Lender and the assignee. No later than five Business Days after its receipt of such written notice, the Administrative Agent will record such assignment, and the resultant effects thereof on the Loans and Commitments of the assigning Lender, in the Register, at which consent time such assignment shall become effective. Notwithstanding the foregoing, the Administrative Agent may, but shall not be unreasonably withheld); provided that (i) each such required to, record any assignment (other than assignments in the Register on or after the date on which any proposed amendment, modification or supplement in respect of this Credit Agreement has been circulated to the Lenders for approval until the earlier of (x) to its Affiliatesthe effectiveness of such amendment, modification or supplement in accordance with Section 11.10 or (y) 30 days following the date on which such proposed amendment, modification or supplement was circulated to an Approved Fundthe Lenders. Upon the effectiveness of any assignment pursuant to clause (b)(A)(y), or (zx) the assignee will become a “Lender” for all purposes of its entire interest) shall be in this Credit Agreement and the other Credit Documents with the Loans and a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved Commitment as so recorded by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institutionthe Register, and (iii) after giving effect to each the extent of such assignment, the assigning Lender shall be relieved of its obligations hereunder with respect to the portion of its Commitment being assigned and (y) the Borrower shall issue new Notes (in exchange for the Note or Notes of the assignor assigning Lender) to the assigning Lender (if it has to the extent such Lender’s Commitments and outstanding Loans are not assigned its entire interestreduced to zero as a result of such assignment) and to the assignee Lender, in each case to the extent requested by the assigning Lender or assignee Lender, as the case may be, to the extent needed to reflect the revised Commitments and outstanding Loans of such Lenders. The Administrative Agent will (x) notify the Issuing Lender with respect to outstanding Letters of Credit within 5 Business Days of the assignee shall be effectiveness of any assignment hereunder and (y) prepare on the last Business Day of each calendar quarter during which an assignment has become effective pursuant to this clause (b)(A) a new Schedule I giving effect to all such assignments effected during such quarter and will promptly provide same to the Borrower and each of the Lenders. To the extent that an assignment of all or any portion of a Lender’s rights and obligations hereunder would, at least $5,000,000; provided furtherthe time of such assignment, that result in increased payment obligations under Section 2.9, 4.5 or 4.11 from those being charged by the foregoing consent requirement respective assigning Lender prior to such assignment, then the Borrower shall not be applicable in the case of an assignment or other transfer by any Lender obligated to an Affiliate of pay such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that increased amounts (although the Borrower shall be deemed obligated to have consented pay any other increased amounts of the type described above resulting from changes after the date of the respective assignment). The Borrower agrees to any such assignment unless it shall object thereto by written notice to indemnify the Administrative Agent within five Business Days after having received notice thereof. Upon execution from and delivery against any and all losses, claims, damages and liabilities of an Assignment and Acceptance and 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 whatsoever nature which may be imposed on, asserted against or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived incurred by the Administrative Agent in performing its sole discretionduties under this Section 11.6 other than those resulting from the Administrative Agent’s willful misconduct or gross negligence (as determined by a court of competent jurisdiction in a final and unappealable decision), such Assignee . The Register shall be a available for inspection by the Borrower and any Lender party to this Agreement and shall have all at any reasonable time during normal business hours of 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 obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredAdministrative Agent upon reasonable prior notice.
Appears in 1 contract
Samples: Credit Agreement (Williams Scotsman International Inc)
Assignments. (a) Any Each Lender may at any time assign to one or more financial institutions (but not to a natural Person, all or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, portion of its rights and obligations under this Agreementhereunder (including, and such Assignee shall assume such rights and obligationswithout limitation, all or a portion of its Commitments or its Loans), pursuant to an instrument, assignment agreement substantially in substantially the form of Exhibit E (an “Assignment and Acceptance”Schedule 9.3(b), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion)Lender, (ii) each assignee shall be an Eligible Institution, and affiliate of a Lender or (iii) after giving effect any bank, financial institution, commercial lender or institutional investor reasonably acceptable to each such assignmentthe Administrative Agent and, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment so long as no Default or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower (the consent of the Borrower shall not be deemed to have consented to unreasonably withheld or delayed); provided that (i) any such assignment unless it (other than any assignment to an existing Lender) shall object thereto be in a minimum aggregate amount of US$5,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Lender) of the Commitments and in integral multiples of US$250,000 above such amount and (ii) each such assignment shall be of a constant, not varying, percentage of all such Lender's rights and obligations under this Credit Agreement. Any assignment hereunder shall be effective upon delivery to the Administrative Agent of written notice of the assignment together with a transfer fee of US$3,500 payable to the Administrative Agent for its own account from and after the later of (i) the effective date specified in the applicable assignment agreement and (ii) the date of recording of such assignment in the Register pursuant to the terms of subsection (c) below. The assigning Lender will give prompt notice to the Administrative Agent within five Business Days after having received notice thereofand the Borrower of any such assignment. Upon execution the effectiveness of any such assignment (and delivery of an Assignment after notice to, and Acceptance and payment by such Assignee to such transferring Lender of an amount equal (to the purchase price agreed between extent required pursuant to the terms hereof), with the consent of, the Borrower as provided herein), the assignee shall become a "Lender" for all purposes of this Credit Agreement and the other Credit Documents and, to the extent of such transferring assignment, the assigning Lender shall be relieved of its obligations hereunder to the extent of the Loans and Commitment components being assigned. Along such lines the Borrower agrees that upon notice of any such assignment and surrender of the appropriate Term Note or Term Notes, it will promptly provide to the assigning Lender and such Assignee to the assignee separate promissory notes in the amount of their respective interests substantially in the form of the original Term Note (but with notation thereon that it is given in substitution for and payment by replacement of the transferring Lender original Term Note or the Assignee of any replacement notes thereof). By executing and delivering an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent agreement in its sole discretionaccordance with this Section 9.3(b), such Assignee the assigning Lender thereunder and the assignee thereunder shall be a deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender party to this Agreement warrants that it is the legal and shall have all beneficial owner of the rights interest being assigned thereby free and obligations clear of a Lender with a Commitment any adverse claim; (ii) except as set forth in clause (i) above, such Assignment assigning Lender makes no representation or warranty and Acceptanceassumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Credit Party or any of their respective Affiliates or the performance or observance by any Credit Party of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Agents, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the transferring Lender shall time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the Agents to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Agents by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be released from its obligations hereunder to performed by it as a corresponding extent, and no further consent or action by any party shall be requiredLender.
Appears in 1 contract
Assignments. (a) Any This Agreement and each Lender’s rights and obligations herein (including the Advances) shall be assignable, in whole or in part, by such Lender may at and its successors and permitted assigns, provided that any time assign to one or more financial institutions such successors and assigns have obtained the written consent of the Administrative Agent and the Borrower (but not to be unreasonably withheld, conditioned or delayed) prior to any such assignment unless such assignment is to a natural PersonLender or an Affiliate of a Lender; provided, or a holding companyhowever, investment vehicle or trust forthat (i) no such assignment shall be for less than the lesser of $5,000,000 and the assigning Lender’s Percentage of the Loan Amount, or owned and operated for (ii) no consent of the primary benefit of, a natural Person, Administrative Agent or the Borrower or limitation set forth in clause (i) above, in any case, shall apply or be required for any assignment by a Conduit Lender to (A) its related Committed Lender or its Related Parties or (B) a Permitted Conduit Lender, (iii) such assignment shall be of a uniform, and not a varying, percentage of all of the Borrowerassigning Lender’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreement, in respect of the Loan Amount and such Assignee shall assume such rights Commitment hereunder and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject toiv) the signed no consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an any Event of Default or Amortization Event has occurred and is continuing; . Each assignor may, subject to the restrictions set forth in this Section 9.01(a) and provided furtherSection 12.14, that in connection with a prospective assignment (other than to a Disqualified Institution), disclose to the Borrower shall be deemed applicable prospective assignee any information relating to have consented the Credit Parties or the Collateral furnished to any such assignment unless it shall object thereto assignor by written notice to or on behalf of the Credit Parties, the Collateral Agent, the Administrative Agent within five Business Days after having received notice thereofor another Lender. Upon execution and delivery of an Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to Unless the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring prospective assignee is a Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to this Agreement and shall have all the rights and obligations Affiliate of a Lender with or a Commitment as set forth in such Assignment and AcceptancePermitted Conduit Lender, and the transferring assigning Lender shall be released from its obligations hereunder cause the prospective assignee to enter into a corresponding extent, confidentiality agreement substantially the same in applicable substance as Section 12.13 of this Agreement or otherwise reasonably acceptable to the Borrower and no further consent to which the Borrower or action by any an Affiliate thereof is a party shall be requiredor with respect to which the Borrower or an Affiliate thereof is a third-party beneficiary.
Appears in 1 contract
Samples: Loan and Security Agreement (SmileDirectClub, Inc.)
Assignments. (a) Any Each Lender may at any time assign pursuant to one or more financial institutions (but not to a natural Person, an Assignment and Assumption Agreement substantially in the form of Exhibit Q-1 hereto all or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, portion of its rights and obligations under this Agreement, and such Assignee shall assume such rights and obligations, hereunder pursuant to this clause (b)(A) to (x)(i) its parent company and/or any affiliate of such Lender which is at least 50% owned by such Lender or its parent company, (ii) one or more Lenders or (iii) any fund that invests in bank loans and is managed or advised by the same investment advisor of a Lender or by an instrument, Affiliate of such investment advisor or (y) one or more other Eligible Transferees (treating any fund that invests in substantially loans and any other fund that invests in loans and is managed or advised by the form same investment advisor of Exhibit E (such fund or by an “Assignment and Acceptance”Affiliate of such investment advisor as a single Eligible Transferee), executed by such Assignee and such transferring PROVIDED that any assignments of Revolving Credit Commitments pursuant to clause (x) above shall require the consent of each Issuing Lender, with (and subject to) the signed consent of the Borrower (which consent consents shall not be unreasonably withheld or delayed and which consent delayed; PROVIDED FURTHER that any assignments pursuant to clause (y) above shall be deemed in the aggregate amount of at least $1,000,000 (or, in each case, if less, the entire amount of the assigning Lender's Commitments and outstanding Loans at such time), and shall require the consents of (i) the Administrative Agent, (ii) in connection with any assignment of all or any portion of Total Revolving Credit Commitments, each Issuing Lender and (iii) when no Default under Section 9.1(a) or 9.1(e) then exists and no Event of Default then exists, the Borrower, each of which consents shall not be unreasonably withheld or delayed. Any assignment to have been given if another Lender pursuant to this clause (b)(A) will become effective upon the payment to the Payments Administrator by either the assigning or the assignee Lender of a nonrefundable assignment fee of $3,500 (provided that (i) no such fee shall be payable in the event of assignments from any Lender to a fund that invests in loans and is managed or advised by the same investment advisor as such assigning Lender (or by an Affiliate of such investment advisor) and (ii) contemporaneous assignments by a Lender to two or more Eligible Transferees that are funds that invest in loans which are managed or advised by the same investment advisor (or an Affiliate thereof) shall be treated as one assignment for the purposes of the aforementioned assignment fee) and the recording by the Payments Administrator of such assignment, and the resultant effects thereof on the Loans and Commitments of the assigning Lender and the assignee Lender, in a register maintained by the Payments Administrator as agent of the Borrower has not responded within ten for this purpose (the "REGISTER"), the Payments Administrator hereby agreeing to effect such recordation no later than five Business Days of after its receipt of a written request for such consent) notification by the assigning Lender and the Administrative Agent assignee Lender of the proposed assignment. Assignments pursuant to clause (b)(A) will only be effective if the Payments Administrator shall have received a written notice in the form of Exhibit Q-2 hereto from the assigning Lender and the assignee. No later than five Business Days after its receipt of such written notice, the Payments Administrator will record such assignment, and the resultant effects thereof on the Loans and Commitments of the assigning Lender, in the Register, at which consent time such assignment shall become effective. Notwithstanding the foregoing, the Payments Administrator may, but shall not be unreasonably withheld); provided that (i) each such required to, record any assignment (other than assignments in the Register on or after the date on which any proposed amendment, modification or supplement in respect of this Credit Agreement has been circulated to the Lenders for approval until the earlier of (x) to its Affiliatesthe effectiveness of such amendment, modification or supplement in accordance with Section 11.10 or (y) 30 days following the date on which such proposed amendment, modification or supplement was circulated to an Approved Fund, or the Lenders. Upon the effectiveness of any assignment pursuant to clause (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretionb)(A)(y), (iix) each the assignee shall be an Eligible Institutionwill become a "Lender" for all purposes of this Credit Agreement and the other Credit Documents with the Loans and a Commitment as so recorded by the Payments Administrator in the Register, and (iii) after giving effect to each the extent of such assignment, the assigning Lender shall be relieved of its obligations hereunder with respect to the portion of its Commitment being assigned and (y) the Borrower shall issue new Notes (in exchange for the Note or Notes of the assignor assigning Lender) to the assigning Lender (if it has to the extent such Lender's Commitments and outstanding Loans are not assigned its entire interestreduced to zero as a result of such assignment) and to the assignee Lender, in each case to the extent requested by the assigning Lender or assignee Lender, as the case may be, to the extent needed to reflect the revised Commitments of such Lenders. The Payments Administrator will (x) notify the Issuing Lender with respect to outstanding Letters of Credit within 5 Business Days of the assignee shall be effectiveness of any assignment hereunder and (y) prepare on the last Business Day of each calendar quarter during which an assignment has become effective pursuant to this clause (b)(A) a new Schedule I giving effect to all such assignments effected during such quarter and will promptly provide same to the Borrower and each of the Lenders. To the extent that an assignment of all or any portion of a Lender's rights and obligations hereunder would, at least $5,000,000; provided furtherthe time of such assignment, that result in increased payment obligations under Section 2.9, 4.5 or 4.11 from those being charged by the foregoing consent requirement respective assigning Lender prior to such assignment, then the Borrower shall not be applicable in the case of an assignment or other transfer by any Lender obligated to an Affiliate of pay such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that increased amounts (although the Borrower shall be deemed obligated to have consented pay any other increased amounts of the type described above resulting from changes after the date of the respective assignment). The Borrower agrees to indemnify the Payments Administrator from and against any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery all losses, claims, damages and liabilities of an Assignment and Acceptance and 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 whatsoever nature which may be imposed on, asserted against or incurred by the transferring Lender Payments Administrator in performing its duties under this Section 11.6 other than those resulting from the Payments Administrator's willful misconduct or the Assignee gross negligence (as determined by a court of an assignment fee of $4,500 (or $7,500, if the transferring Lender is competent jurisdiction in a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretionfinal and unappealable decision), 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 obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required.
Appears in 1 contract
Assignments. (a) Any Lender may at any time assign to one or more financial institutions (but The Sublessee shall not to a natural Persontransfer, assign, or a holding companypermit any other person to occupy or use the subleased premises or any portion or transfer or assign this Sublease or any interest, investment vehicle either voluntarily or trust forby operation of law, except by way of devise, bequest, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreementintestate succession, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld any transfer or delayed and which consent assignment made shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) null and the Administrative Agent (which consent shall not be unreasonably withheld)void; provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by with the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment prior written approvals of the assignor Board of Land and Natural Resources and the Sublessor the assignment and transfer of this Sublease or any portion may be made if (if it has not assigned its entire interestI) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment commercial, industrial, and other business uses, the Sublessee was required to put in substantial building improvements; (2) the Sublessee becomes mentally or other transfer by any Lender physically disabled; (3) extreme economic hardship is demonstrated to an Affiliate the satisfaction of such Lenderthe Board of Land and Natural Resources and the Sublessor; or (4) it is to the corporate successor of the Sublessee; provided, to another Lender, or to an Approved Fund; provided further, that prior to the approval of any assignment of sublease, the Sublessor shall have the right to review and approve the consideration paid the assignee and may condition consent to the assignment of the Borrower otherwise required under this Section Sublease on payment by the Sublessee to the Sublessor of a premium based on the amount by which the consideration for the assignment, whether by cash, credit, or otherwise, exceeds the straight-line depreciated cost of improvements and trade fixtures being transferred to the assignee pursuant to the Board of Land and Natural Resources' Assignment of Lease Evaluation Policy, as it may be amended, a copy of which is attached hereto as Exhibit "E." The premium on any subsequent assignments shall not be required if an Event based on the difference in the selling and purchase price plus the straight-line depreciated cost of Default has occurred any improvements constructed by the then assignor, pursuant to the abovementioned Evaluation Policy. With respect to state agricultural or aquaculture subleases, in the event of foreclosure or sale, the above-described premium shall be assessed only after the. encumbrances of record and any other advances made by the holders of a security interest are paid. If the Sublessee is continuing; and provided furthera partnership, that joint venture or corporation, the Borrower sale or transfer of 50% interest or more of ownership in one year, or stocks by dissolution, merger, or any other means shall be deemed to have consented to any such an assignment unless it shall object thereto by written notice for purposes of this paragraph and subject to the Administrative Agent within five Business Days after having received notice thereof. Upon execution rights of the Board of Land and delivery of an Assignment and Acceptance and 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 $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), 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, Natural Resources and the transferring Lender shall be released from its obligations hereunder Sublessor to a corresponding extent, and no further consent or action by any party shall be required.impose the foregoing premium as described in attached Exhibit "E."
Appears in 1 contract
Samples: Cyanotech Corp
Assignments. (a) Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one any Lender or more financial institutions any affiliate thereof or, with the consent of the Agent, to any other Person (but not each a "PURCHASING LENDER") all or any part of any Revolving Loan owing to such Lender, any part of the Term Loans owing to such Lender, any Standby Letter of Credit issued by the Issuing Bank, the Revolving Note held by such Lender, the Term Note held by such Lender, any Commitment of such Lender or any other interest of such Lender hereunder (in respect of such Lender, its "CREDIT EXPOSURE") pursuant to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under supplement to this Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument, substantially in substantially the form of Exhibit E 10.4(c) hereto (an “Assignment and Acceptance”a "TRANSFER SUPPLEMENT"), executed by such Assignee and such transferring Purchasing Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) transferor Lender and the Administrative Agent (which consent shall not be unreasonably withheld)Agent; provided PROVIDED, that (i) each such any assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall any Purchasing Lender must be in a minimum amount of $10,000,000 or in integral multiples 5,000,000 and any such partial assignment shall be an assignment of $1,000,000 in excess thereof an identical percentage of the transferor Lender's Revolving Loans, Term Loans, L/C Exposure and Commitments. Upon (unless otherwise approved by the Administrative Agent in its sole discretion)i) such execution of such Transfer Supplement, (ii) each assignee shall be delivery of an Eligible Institutionexecuted copy thereof to the Borrower and the Agent, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower 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 thereof. Upon execution and delivery of an Assignment and Acceptance and payment by such Assignee Purchasing Lender to such transferring transferor Lender of an amount equal to the purchase price agreed between such transferring transferor Lender and such Assignee Purchasing Lender and (iv) payment by to the transferring Lender or the Assignee Agent of an assignment a processing fee of $4,500 (or $7,5003,500, if the transferring such transferor Lender is a Defaulting Lender) shall be released from its obligations hereunder to the Administrative Agent (unless extent of such fee is waived by the Administrative Agent in its sole discretion), assignment and such Assignee Purchasing Lender shall for all purposes be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment under this Agreement to the same extent as set forth in such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder to a corresponding extentif it were an original party hereto, and no further consent or action by any party the Borrower, the Lenders or the Agent shall be required. Such Transfer Supplement shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Lender as a Lender and the rsulting adjustment of the Commitments, if any, arising from the purchase by such Purchasing Lender of all or a portion of the Credit Exposure of such transferor Lender. Promptly after the consummation of any transfer to a Purchasing Lender pursuant hereto, the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so that a replacement Revolving Note is issued to such transferor Lender and a new Revolving Note is issued to such Purchasing Lender, in each case in principal amounts reflecting such transfer.
Appears in 1 contract
Assignments. Any Lender (a) Any Lender may at any time assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for with the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, 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 an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed written consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing) and the Administrative Agent and each Issuing Bank (which consent of the Borrower, if applicable, and the Administrative Agent and such Issuing Banks shall not be unreasonably delayed or withheld), may at any time assign and delegate to one or more commercial banks or other financial institutions, and (b) with notice to the Borrower and the Administrative Agent, but without the consent of the Borrower, the Administrative Agent or the Issuing Banks, may assign and delegate to any of its Affiliates or to any other Lender, Lender Affiliate or Approved Fund (each Person described in either of the foregoing clauses as being the Person to whom such assignment and delegation is to be made, being hereinafter referred to as an “Assignee Lender”), all or any fraction of such Lender’s total Loans and Commitments (which assignment and delegation shall be of a constant, and not a varying, percentage of all the assigning Lender’s Loans and Commitments and which shall be of equal pro rata shares of the Facility) in a minimum aggregate amount of $5,000,000 (or in a minimum amount of $1,000,000 in the case of an assignment to an Approved Fund with respect to which such Approved Fund plus the Lender or an Affiliate of such Lender who administers or manages such Approved Fund plus other Approved Funds administered or managed by the such Lender or an Affiliate of such Lender will then hold an amount of $5,000,000 or more); provided, however, that any such Assignee Lender will comply, if applicable, with the provisions contained in the last sentence of Section 4.6 and provided further, that provided, however, that, the Borrower and the Administrative Agent shall be deemed entitled to have consented continue to any deal solely and directly with such Lender in connection with the interests so assigned and delegated to an Assignee Lender until (i) written notice of such assignment unless it and delegation, together with payment instructions, addresses and related information with respect to such Assignee Lender, shall object thereto have been given to the Borrower and the Administrative Agent by written notice such Lender and such Assignee Lender, (ii) such Assignee Lender shall have executed and delivered to the Borrower and the Administrative Agent a Lender Assignment Agreement, accepted by the Administrative Agent, (iii) such Assignee Lender shall have delivered to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and 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 $4,500 (or $7,500Administrative Questionnaire, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), 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 obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required.and
Appears in 1 contract
Samples: Credit Agreement (Noble Energy Inc)
Assignments. (a) The Borrower may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the Agent and all the Lenders, and no such assignment or transfer of any such obligations shall relieve the Borrower thereof unless the Lenders shall have consented to such release in a writing specifically referring to the obligation from which the Borrower is to be released. Any Lender may at assign its rights and delegate its obligations under this Agreement and the other Loan Documents and further may assign, all or any time assign part of any Extensions of Credit made by it, or its Commitment or any other interest herein or in any other Loan Documents to another bank or entity; provided, that, except in the case of an assignment by a Lender to one of its branches or more financial institutions its affiliates, (i) the Agent and each Letter of Credit Issuer shall have consented in writing to such assignment and the terms thereof, including the amount of such assignment and the assignee thereof, but which consent shall not be unreasonably withheld, (ii) the Agent shall have received a $5,000 assignment fee from the assignor Lender, and (iii) the Agent shall have received an Assignment and Assumption Agreement in the form of Schedule 11.7 duly executed by the assignee, the assignor Lender and the Agent; and provided further that except (A) in the case of an assignment by a Lender to one of its branches or affiliates or (B) in the case of an assignment to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit ofbank, a natural Person, fund or the Borrower an institutional investor with capital and surplus in excess of $300,000,000 or any of the Borrower’s Affiliates whose securities are rated investment grade or Subsidiaries) (each an “Assignee”)above by any nationally recognized rating service, other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, 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 an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (shall have given its prior written consent which consent shall not be unreasonably withheld or delayed and which consent delayed; as promptly as practicable following its becoming a Lender hereunder, each assignee shall be deemed to have been given if notify the Borrower has not responded within ten Business Days thereof and provide the Borrower with a copy thereof. Upon any such assignment by a Lender pursuant to the terms hereof, the assignee thereof shall have, to the extent of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by provided therein) the Administrative Agent in its sole discretion)same rights and benefits as it would have if it were an original Lender hereunder and under the Loan Documents, (ii) each and such assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment assume all of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower 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 thereof. Upon execution and delivery of an Assignment and Acceptance and 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 $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), 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 hereunder and such Assignment and Acceptance, and the transferring assignor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredrequired to effect such assignments, assumptions and corresponding releases.
Appears in 1 contract
Assignments. (a) Any Lender may at any time assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “"Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, ") all, 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 an instrument, in substantially the form of Exhibit E F (an “"Assignment and Acceptance”"), executed by such Assignee and such transferring transferor Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which withheld, provided that it shall not be unreasonable to withhold consent shall if such assignment would result in there being more than fifteen (15) Lenders (such number to be deemed increased to have been given if twenty (20) Lenders should the Borrower has Subordinated Debt Transaction not responded be consummated within ten Business Days 135 days of its receipt of a written request for such consentthe Effective Date)) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Eligible Affiliate of such Lender, to another Lender, Lender or to an Approved Fund; provided furthera Federal Reserve Bank, that any (ii) the aforementioned consent of the Borrower otherwise required under this Section shall not be required if there shall have occurred an Event of Default has occurred that is continuing and (iii) a Lender may only make an assignment or other transfer of its Loans or Commitment in the minimum amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof unless such Lender's Loans or Commitment is continuing; and provided furtherless than $5,000,000, that the Borrower shall be deemed to have consented to any in which case such Lender may only make an assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereofor other transfer of all of its Loans or Commitment. Upon execution and delivery of an Assignment and Acceptance and 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 $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) 3,500 to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion)Agent, 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 obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required."
Appears in 1 contract
Assignments. Any Lender (a) Any Lender may at any time assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for with the primary benefit of, a natural Person, or written consents of the Borrower or any of (provided that the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, 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 an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; ) and provided furtherthe Agent (which consents shall not be unreasonably delayed or withheld), that the Borrower shall be deemed may at any time assign and delegate to have consented to any such assignment unless it shall object thereto by written one or more commercial banks or other financial institutions, and (b) with notice to the Administrative Borrower and the Agent, but without the consent of the Borrower or the Agent, may assign and delegate to any of its Affiliates or to any other Lender or Lender Affiliate (each Person described in either of the foregoing clauses as being the Person to whom such assignment and delegation is to be made, being hereinafter referred to as an "ASSIGNEE LENDER"), all or any fraction of such Lender's total Loans and Commitments (which assignment and delegation shall be of a constant, and not a varying, percentage of all the assigning Lender's Loans and Commitments and which shall be of equal PRO RATA shares of the Facility) in a minimum aggregate amount of $10,000,000; PROVIDED, HOWEVER, that any such Assignee Lender will comply, if applicable, with the provisions contained in the last sentence of SECTION 4.6 and FURTHER, PROVIDED, HOWEVER, that, the Borrower and the Agent within five Business Days after having received shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned and delegated to an Assignee Lender until (i) written notice thereof. Upon execution of such assignment and delivery of an Assignment delegation, together with payment instructions, addresses and Acceptance related information with respect to such Assignee Lender, shall have been given to the Borrower and payment the Agent by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee Lender, (ii) such Assignee Lender shall have executed and payment delivered to the Borrower and the Agent a Lender Assignment Agreement, accepted by the transferring Agent, (iii) such Assignee Lender or shall have delivered to the Agent an Administrative Questionnaire, and (iii) the processing fees described below shall have been paid. From and after the date that the Agent accepts such Lender Assignment Agreement, (x) the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is thereunder shall be deemed automatically to have become a Defaulting Lender) party hereto and to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), extent that rights and obligations hereunder have been assigned and delegated to such Assignee shall be a Lender party to this Agreement and in connection with such Lender Assignment Agreement, shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment hereunder and Acceptanceunder the other Loan Documents, and (y) the transferring assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with such Lender Assignment Agreement, shall be released from its obligations hereunder to a corresponding extentand under the other Loan Documents. Accrued interest on that part of the predecessor Loans and Commitments, and no further consent or action by any party accrued fees, shall be requiredpaid as provided in the Lender Assignment Agreement. Accrued interest on that part of the predecessor Loans and Commitments shall be paid to the assignor Lender. Accrued interest and accrued fees shall be paid at the same time or times provided in this Agreement. Such assignor Lender or such Assignee Lender must also pay a processing fee to the Agent upon delivery of any Lender Assignment Agreement in the amount of $3,500. Any attempted assignment and delegation not made in accordance with this Section shall be null and void.
Appears in 1 contract
Assignments. (a) Any Each Lender may shall have the right at any time assign to one or more financial institutions time, with the prior consent of the Administrative Agent (but not to a natural Personand the L/C Issuers, or a holding companyif other than the Administrative Agent) and, investment vehicle or trust forso long as no Event of Default then exists, or owned and operated for the primary benefit of, a natural Person, or the Borrower (which consent of the Borrower shall not be unreasonably withheld) to sell, assign, transfer or negotiate all or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreementthe Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its obligation to make Loans and participate in Letters of Credit) to one or more commercial banks or other financial institutions or investors, provided that, unless otherwise agreed to by the Administrative Agent, such Assignee assignment shall assume such be of a fixed percentage (and not by its terms of varying percentage) of the assigning Lender’s rights and obligationsobligations under the Loan Documents; provided, pursuant however, that in order to an instrumentmake any such assignment (i) unless the assigning Lender is assigning all of its Commitments, outstanding Loans and interests in Letters of Credit Obligations, the assigning Lender shall retain at least $5,000,000 in unused Commitments, outstanding Loans and interests in Letters of Credit, (ii) the assignee Lender shall have Commitments, outstanding Loans and interests in Letters of Credit of at least $5,000,000, (iii) each such assignment shall be evidenced by a written agreement (substantially in the form of attached hereto as Exhibit E (an “Assignment and Acceptance”), H or in such other form acceptable to the Administrative Agent) executed by such Assignee and such transferring assigning Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld such assignee Lender or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and Lenders, the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (and the L/C Issuers, if other than assignments the Administrative Agent) and, if required as provided above, the Borrower, which agreement shall specify in each instance the portion of the Obligations which are to be assigned to the assignee Lender and the portion of the Commitments of the assigning Lender to be assumed by the assignee Lender, and (xiv) the assigning Lender shall pay to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in the Administrative Agent a minimum amount processing fee of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved 3,500 and any out-of-pocket attorneys’ fees and expenses incurred by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to connection with any such assignment unless it agreement. Any such assignee shall object thereto by written notice become a Lender for all purposes hereunder to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery extent of an Assignment and Acceptance and 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 $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), 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, under the Loan Documents it assumes and the transferring assigning Lender shall be released from its obligations hereunder to a corresponding extentobligations, and no further consent or action by any party will have released its rights, under the Loan Documents to the extent of such assignment. The address for notices to such assignee Lender shall be requiredas specified in the assignment agreement executed by it. Promptly upon the effectiveness of any such assignment agreement, the Borrower shall execute and deliver replacement Notes to the assignee Lender and the assigning Lender in the respective amounts of their Commitments (or assigned principal amounts, as applicable) after giving effect to the reduction occasioned by such assignment (all such Notes to constitute “Notes” for all purposes of the Loan Documents), and the assignee Lender shall thereafter surrender to the Borrower its old Notes. The Borrower authorizes each Lender to disclose to any purchaser or prospective purchaser of an interest in the Loans and interest in Letters of Credit owed to it or its Commitments under this Section any financial or other information pertaining to the Borrower or any Subsidiary. Notwithstanding any other provision hereof, neither the Borrower nor any of its Subsidiaries or Affiliates may at any time hold any interest whether by assignment or otherwise in the Loan Documents, as a Lender.
Appears in 1 contract
Assignments. (a) Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time time, sell and assign to one or more financial institutions (but not to any Lender, any affiliate of a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower Lender or any of the Borrower’s Affiliates other bank or Subsidiariesfinancial institution (individually, an "Assignee") (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof all or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, portion of its rights and obligations under this Agreement, Agreement and the other Loan Documents (such Assignee shall assume such rights a sale and obligations, assignment to be referred to herein as an "Assignment") pursuant to an instrument, Assignment and Assumption Agreement in substantially the form of Exhibit E H attached hereto (an “"Assignment and Acceptance”), Agreement") executed by such each Assignee and such transferring Lender, with assignor Lender (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consentan "Assignor") and delivered to Administrative Lender for its acceptance and recording in the Administrative Agent Register (which consent shall not be unreasonably withheldas defined below); provided that however, that: (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) Assignment shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), 10,000,000; (ii) each assignee shall be if the Assignment is not an Eligible Institutionassignment of Assignor's entire Commitment, Assignor maintains a minimum Commitment of $10,000,000; and (iii) after giving effect each Assignment which is not to each an Assignee which, immediately prior to such assignmentassignment is a Lender hereunder or an affiliate thereof, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided furthermade only with the written consent of Administrative Lender, that the foregoing which consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower 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 thereofunreasonably withheld. Upon execution the execution, delivery, acceptance and delivery recording of an each Assignment Agreement, from and Acceptance and payment by such after the effective date set forth therein, (A) each 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 $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee thereunder shall be a Lender party to this hereunder with a Commitment as set forth in Section 1 of such Assignment Agreement and shall have all the rights rights, duties and obligations of such a Lender under this Agreement and the other Loan Documents, and (B) the Assignor thereunder shall be a Lender with a Commitment as set forth in Section 1 of such Assignment Agreement, or, if the Commitment of the Assignor has been reduced to zero, the Assignor shall cease to be a Lender; provided however, that each Assignor shall nevertheless be entitled to the indemnification rights contained in Section 11.3 hereof for any events, acts or omissions occurring before the effective date of its Assignment. Each Assignment Agreement shall be deemed to amend Schedule I hereto to the extent necessary to reflect the addition of each Assignee and Acceptancethe resulting adjustment of Commitments arising from the purchase by each Assignee of all or a portion of the rights and obligations of an Assignor under this Agreement and the other Loan Documents. On or prior to the effective date of any Assignment, Borrower, at its own expense, shall execute and deliver to Administrative Lender, in exchange for the surrendered Note of the Assignor thereunder, a new Note to the order of the Assignee thereunder (with each new Note to be in an amount equal to the Commitment assumed by such Assignee) and, if the Assignor has retained a Commitment hereunder, a new Note to the order of the Assignor (with the new Note to be in an amount equal to the Commitment retained by the Assignor), and otherwise in the transferring Lender form of the Note replaced thereby. Any Note surrendered by the Assignor shall be released from its obligations hereunder returned by Administrative Lender to a corresponding extent, and no further consent or action by any party shall be requiredBorrower marked "Exchanged".
Appears in 1 contract
Assignments. (a) Any Lender may at any time assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, 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 an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consentdelayed) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment Loans of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower 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 thereof. Upon execution and delivery of an Assignment and Acceptance and 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 $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment Loan as set forth in such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required.
Appears in 1 contract
Assignments. (a) Any Committed Lender may at any time assign sell to (i) any other Committed Lender, or any affiliate thereof, that is a commercial banking institution not subject to Regulation T of the Board of Governors of the Federal Reserve System so long as such entity has a short-term rating of A-1 from S&P and P-1 from Xxxxx'x (unless otherwise agreed by the Agent, the Borrower and Transocean), (ii) with the prior written consent of the Agent and the Borrower (which shall not be unreasonably withheld or delayed), to one or more financial commercial banking institutions not subject to Regulation T of the Board of Governors of the Federal Reserve System and which has a short-term rating of A-1 from S&P and P-1 from Xxxxx'x (but not to a natural Personunless otherwise agreed by the Agent, the Borrower and Transocean), (any of (i) or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of(ii), a natural Person"Replacement Committed Lender"), or the Borrower all or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreement, Agreement and such Assignee shall assume such rights and obligationsthe other Credit Documents, pursuant to an instrument, Assignment Agreement in substantially the form of attached as Exhibit E (an “Assignment and Acceptance”)10.8, executed by such Assignee Replacement Committed Lender and such transferring Lendertransferor Committed Lender (and, with (and subject to) in the signed consent case of a Replacement Committed Lender which is not then a Committed Lender or an affiliate thereof, by the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consentAgent) and delivered to the Administrative Agent (which consent shall not be unreasonably withheld)Agent; provided that (i) each such assignment (other than assignments (x) sale to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) a Replacement Committed Lender shall be in a minimum an amount of $10,000,000 or more, or if in integral multiples a lesser amount or if as a result of such sale the sum of the unfunded Commitment of such Committed Lender plus the aggregate principal amount of such Committed Lender's Loans would be less than $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion)10,000,000, (ii) each assignee such sale shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate all of such Committed Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required 's rights and obligations under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower 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 thereof. Upon execution and delivery of an Assignment and Acceptance and 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 $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to this Agreement and shall have all of 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 obligations hereunder other Credit Documents payable to a corresponding extent, and no further consent or action by any party shall be required.it to one Replacement Committed Lender. Notwithstanding the
Appears in 1 contract
Samples: Secured Loan Agreement (Transocean Sedco Forex Inc)
Assignments. Any Lender, (a) Any Lender may at any time assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for with the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, 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 an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent written consents of the Borrower and the Agent (which consent consents shall not be unreasonably delayed or withheld or delayed and which consent consent, in the case of the Borrower, shall be deemed to have been given if in the Borrower has not responded within ten Business Days of its receipt absence of a written notice delivered by the Borrower to the Agent, on or before the fifth Business Day after receipt by the Borrower of such Lender's request for consent, stating, in reasonable detail, the reasons why the Borrower proposes to withhold such consent) may at any time assign and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) delegate to its Affiliates, (y) to an Approved Fund, one or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment more commercial banks or other transfer by any Lender to an Affiliate of financial institutions; PROVIDED that such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of at any time a Default has occurred and is continuing, and (b) with notice to the Borrower and the Agent, but without the consent of the Borrower or the Agent, may assign and delegate to any of its Affiliates or to any other Lender (each Person described in either of the foregoing clauses as being the Person to whom such assignment and delegation is to be made, being hereinafter referred to as an "ASSIGNEE LENDER"), all or any fraction of such Lender's total Loans and Commitments (which assignment and delegation shall be of a constant, and not a varying, percentage of all the assigning Lender's Loans and Commitments) in a minimum aggregate amount of $5,000,000; PROVIDED, HOWEVER, that any such Assignee Lender will comply, if applicable, with the provisions contained in the penultimate sentence of SECTION 5.6 and provided furtherSECTION 10.10 and PROVIDED, FURTHER, HOWEVER, that the Borrower Borrower, each other Obligor and the Agent shall be deemed entitled to have consented continue to any deal solely and directly with such Lender in connection with the interests so assigned and delegated to an Assignee Lender until (c) written notice of such assignment unless it and delegation, together with payment instructions, addresses and related information with respect to such Assignee Lender, shall object thereto by written notice have been given to the Administrative Borrower and the Agent within five Business Days after having received notice thereof. Upon execution by such Lender and delivery of such Assignee Lender, (d) such Assignee Lender shall have executed and delivered to the Borrower and the Agent an Assignment and Acceptance Agreement, accepted by the Agent, and payment by (e) the processing fees described below shall have been paid. From and after the date that the Agent accepts such Assignment and Acceptance Agreement, (x) the Assignee Lender thereunder shall be deemed automatically to have become a party hereto and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee to Lender in connection with such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender Assignment and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500Acceptance Agreement, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), 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 obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required.98 358
Appears in 1 contract
Assignments. (a) Any Lender may may, in the ordinary course of its commercial lending business and in accordance with applicable law, at any time and from time to time, with the consent of the Issuing Lenders (which consent shall not be unreasonably withheld or delayed) assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower any Lender or any Affiliate thereof or, with the consent of the Borrower’s Affiliates or Subsidiaries) , the Administrative Agent and the Issuing Lenders (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, 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 an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed which consent of the Borrower (which consent Borrower, the Administrative Agent and the Issuing Lenders shall not be unreasonably withheld or delayed and which consent shall not be required from the Borrower during the continuation of an Event of Default and shall be deemed to have been given if the Borrower has not responded objected thereto within ten fifteen Business Days of notice thereof), to an additional bank or financial institution (an “Assignee”) all or any part of its receipt rights and obligations under this Agreement and the other Loan Documents pursuant to an Assignment and Assumption, substantially in the form of Exhibit E (an “Assignment and Assumption”), executed by such Assignee, such assigning Lender, and (to the extent required by this paragraph) the Administrative Agent and the Issuing Lender (and, in the case of an Assignee that is not then a Lender or an Affiliate thereof, by the Borrower) and delivered to the Administrative Agent for its acceptance and recording in the Register, provided that, in the case of any such assignment to an additional bank or financial institution, (i) the sum (without duplication) of the aggregate principal amount of the Commitments and Exposure being assigned shall not be less than $10,000,000 (or, if such Assignee is an Affiliate of a written request for Lender, $5,000,000), or such consent) lesser amount as may be agreed to by the Borrower and the Administrative Agent 70 509265-1292-16352-Active.25729829.7 Agent) and (which consent ii) (x) the sum (without duplication) of the aggregate principal amount of the Commitments and Exposure retained by the assigning Lender, if any, shall not be unreasonably withheld); provided that less than $10,000,000 (ior such lesser amount as may be agreed to by the Borrower and the Administrative Agent) each such assignment (other than assignments (x) to its Affiliates, or (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment assigning Lender shall hold no Loans or Commitments. For the avoidance of doubt, no Lender may at any time assign or transfer all or any part of its rights and obligations under this Agreement and the other Loan Documents to any natural person or to the Borrower or any Affiliate of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower 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 thereofBorrower. Upon execution such execution, delivery, acceptance and delivery of an recording, from and after the effective date determined pursuant to such Assignment and Acceptance and 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 Assumption, (x) the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee thereunder shall be a Lender party hereto and, to this Agreement the extent provided in such Assignment and shall Assumption, have all the rights and obligations of a Lender hereunder with a Commitment as set forth therein, and (y) the assigning Lender thereunder shall, to the extent provided in such Assignment and AcceptanceAssumption, and the transferring Lender shall be released from its obligations hereunder 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 assigning Lender shall cease to be a corresponding extentparty hereto), but shall retain its rights pursuant to Sections 2.13, 2.14 and no further consent 2.15 in respect of the period prior to such effective date. Any assignment or action transfer by any party a Lender of rights or obligations under this Agreement that does not comply with this Section 9.6(c) shall be requiredtreated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (b) of this Section.
Appears in 1 contract
Assignments. (a) Any Subject to and in accordance with Section 10.1 of the Participation Agreement, any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time and from time to time assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower any Lender or any affiliate of any Lender or, with the consent, subject to Section 9.1 of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Participation Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower and the Agent (which consent in each case shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if of the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheldrequired during the continuation of any Event of Default), to an additional bank, financial institution or other entity that is either organized under the laws of the United States or any state thereof or is a foreign bank that operates a branch office in the United States, (each, a "Purchasing Lender") all or any part of its rights and obligations under this Agreement and the other Operative Agreements pursuant to an Assignment and Acceptance, substantially in the form of Exhibit B, executed by such Purchasing Lender, such assigning Lender (and, in the case of a Purchasing Lender that is not a Lender or an affiliate thereof, subject to Section 9.1 of the Participation Agreement, by the Borrower and the Agent) and delivered to the Agent for its acceptance and recording in the Register; provided provided, that (i) each no such assignment to a Purchasing Lender (other than assignments (x) to its Affiliates, (y) to an Approved Fund, any Lender or (z) of its entire interestany affiliate thereof) shall be in a minimum an aggregate principal amount of less than $10,000,000 or in integral multiples of $1,000,000 in excess thereof 5,000,000.00 (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable other than in the case of an assignment or other transfer by any Lender to an Affiliate of such all of a Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required 's interests under this Section shall not be required if an Event of Default has occurred Agreement and is continuing; and provided further, that the Borrower 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 thereofNotes). Upon execution such execution, delivery, acceptance and delivery of an recording, from and after the effective date determined pursuant to such Assignment and Acceptance and payment by such Assignee to such transferring Acceptance, (x) the Purchasing 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 $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee thereunder shall be a Lender party hereto and, to this Agreement the extent provided in such Assignment and shall Acceptance, have all the rights and obligations of a Lender hereunder with a Commitment as set forth therein, and (y) the assigning Lender thereunder shall, to the extent provided in such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder under this Agreement (and, in the case of an Assignment and Acceptance covering all of the remaining portion of an assigning Lender's rights and obligations under this Agreement, such assigning Lender shall cease to be a corresponding extentparty hereto). Notwithstanding anything to the contrary in this Agreement, and no further the consent or action by any party of the Borrower shall not be required, and, unless requested by the relevant Purchasing Lender and/or assigning Lender, new Notes shall not be required to be executed and delivered by the Borrower, for any assignment which occurs at any time when any of the events described in Section 6(g) shall have occurred and be continuing.
Appears in 1 contract
Samples: And Replacement Credit Agreement (Rf Micro Devices Inc)
Assignments. Any Lender (a) Any Lender may at any time assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for with the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, 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 an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed written consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing) and the Administrative Agent (which consent of the Borrower, if applicable, and the Administrative Agent shall not be unreasonably delayed or withheld), may at any time assign and delegate to one or more commercial banks or other financial institutions, and (b) with notice to the Borrower and the Administrative Agent, but without the consent of the Borrower or the Administrative Agent, may assign and delegate to any of its Affiliates or to any other Lender or Lender Affiliate (each Person described in either of the foregoing clauses as being the Person to whom such assignment and delegation is to be made, being hereinafter referred to as an “Assignee Lender”), all or any fraction of such Lender’s total Loans and Commitments (which assignment and delegation shall be of a constant, and not a varying, percentage of all the assigning Lender’s Loans and Commitments and which shall be of equal pro rata shares of the Facility) in a minimum aggregate amount of $5,000,000; provided, however, that any such Assignee Lender will comply, if applicable, with the provisions contained in the last sentence of Section 4.6 and provided further, that provided, however, that, the Borrower and the Administrative Agent shall be deemed entitled to have consented continue to any deal solely and directly with such Lender in connection with the interests so assigned and delegated to an Assignee Lender until (i) written notice of such assignment unless it and delegation, together with payment instructions, addresses and related information with respect to such Assignee Lender, shall object thereto have been given to the Borrower and the Administrative Agent by written notice such Lender and such Assignee Lender, (ii) such Assignee Lender shall have executed and delivered to the Borrower and the Administrative Agent a Lender Assignment Agreement, accepted by the Administrative Agent, (iii) such Assignee Lender shall have delivered to the Administrative Agent within five Business Days an Administrative Questionnaire, and (iii) the processing fees described below shall have been paid. From and after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and 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 $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to date that the Administrative Agent accepts such Lender Assignment Agreement, (unless such fee is waived by x) the Administrative Agent in its sole discretion), Assignee Lender thereunder shall be deemed automatically to have become a party hereto and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee shall be a Lender party to this Agreement and in connection with such Lender Assignment Agreement, shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment hereunder and Acceptanceunder the other Loan Documents, and (y) the transferring assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with such Lender Assignment Agreement, shall be released from its obligations hereunder to a corresponding extentand under the other Loan Documents. Accrued interest on that part of the predecessor Loans and Commitments, and no further consent or action by any party accrued fees, shall be requiredpaid as provided in the Lender Assignment Agreement. Accrued interest on that part of the predecessor Loans and Commitments shall be paid to the assignor Lender. Accrued interest and accrued fees shall be paid at the same time or times provided in this Agreement. Such assignor Lender or such Assignee Lender must also pay a processing fee to the Administrative Agent upon delivery of any Lender Assignment Agreement in the amount of $3,500. Any attempted assignment and delegation not made in accordance with this Section shall be null and void.
Appears in 1 contract
Samples: Credit Agreement (Noble Energy Inc)
Assignments. (a) Any Subject to and in accordance with Sections 9.1 and 10.1 of the Participation Agreement, any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time and from time to time assign to one or more financial institutions any Eligible Assignee (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit ofeach, a natural Person, or the Borrower "Purchasing Lender") all or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreement, Agreement and such Assignee shall assume such rights and obligations, the other Operative Agreements pursuant to an instrumentAssignment and Acceptance, substantially in substantially the form of Exhibit E (an “Assignment and Acceptance”)EXHIBIT B, executed by such Assignee and such transferring Purchasing Lender, with such assigning Lender (and and, in the case of a Purchasing Lender that is not a Lender or an affiliate thereof, subject to) the signed consent to Section 9.1 of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if Participation Agreement, by the Borrower has not responded within ten Business Days of its receipt of a written request for such consentand the Agent) and delivered to the Administrative Agent (which consent shall not be unreasonably withheld)for its acceptance and recording in the register; provided provided, that (i) each no such assignment to a Purchasing Lender (other than assignments (x) to its Affiliates, (y) to an Approved Fund, any Lender or (z) of its entire interestany affiliate thereof) shall be in a minimum an aggregate principal amount of less than $10,000,000 or in integral multiples of $1,000,000 in excess thereof 5,000,000 (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable other than in the case of an assignment or other transfer by any Lender to an Affiliate of such all of a Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required 's interests under this Section shall not be required if an Event of Default has occurred Agreement and is continuing; and provided further, that the Borrower 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 thereofNotes). Upon execution such execution, delivery, acceptance and delivery of an recording, from and after the effective date determined pursuant to such Assignment and Acceptance and payment by such Assignee to such transferring Acceptance, (x) the Purchasing 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 $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee thereunder shall be a Lender party hereto and, to this Agreement the extent provided in such Assignment and shall Acceptance, have all the rights and obligations of a Lender hereunder with a Commitment as set forth therein, and (y) the assigning Lender thereunder shall, to the extent provided in such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder under this Agreement (and, in the case of an Assignment and Acceptance covering all of the remaining portion of an assigning Lender's rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto). notwithstanding anything to the contrary in this Agreement, no such assignment shall be made to a corresponding extentPurchasing Lender without the prior written consent of the Borrower, not to be unreasonably withheld, and, unless requested by the rekevant Purchasing Lender and/or Assigning Lender, new Notes shall not be required to be executed and no further consent or action delivered by the Borrower, for any party assignment which occurs at any time when any of the events described in Section 6(g) shall have occurred and be requiredcontinuing.
Appears in 1 contract
Samples: Credit Agreement (American Oncology Resources Inc /De/)
Assignments. Each Lender (aa “Transferring Lender”) Any Lender may at any time assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, 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 an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lendermay, with (and subject to) the signed prior written consent of the Borrower Agent assign its Commitment (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if including its share in any Loans made under the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheldLoan Facility); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be any part thereof in a minimum amount of $10,000,000 1,000,000, or such lesser amount as the Agent may permit, to (a) any other Lender or any Affiliate or Approved Fund of the Transferring Lender, (b) prior to the occurrence of a Default and so long as no Default exists, to any person not referred to in clause (a) above who is not a BioAmber Competitor, with the prior consent of the Borrower, such consent not to be unreasonably withheld or delayed, or (c) after the occurrence of a Default and while the same is continuing, to any other person. Any such transfer to any person permitted pursuant to the preceding sentence (a “Transferee”) shall be made pursuant to a loan transfer agreement (a “Loan Transfer Agreement”) substantially in the form of Schedule 6 (or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by such other form to substantially the Administrative same effect as the Agent in its sole discretionmay approve), (ii) each assignee shall . Each Loan Transfer Agreement must be an Eligible Institution, and (iii) after giving effect delivered to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be Agent at least $5,000,000; provided furtherfive (5) Business Days before it takes effect accompanied, that the foregoing consent requirement shall if such assignment is not be applicable in the case of an assignment or other transfer by any Lender being made to an Affiliate or Approved Fund of such an existing Relevant Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice payment to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and 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 a processing fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) 3,500. Each party hereto hereby agrees that any such Transferee shall be subject to the Administrative Agent (unless obligations identical to the obligations assigned under any such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to this Loan Transfer Agreement and shall have all be entitled to rights identical to the rights and obligations assigned to such Transferee as if such Transferee were named in this Agreement as an original party in substitution for the Transferring Lender in respect of a Lender with a Commitment as set forth in each such Assignment and AcceptanceCommitment, or part thereof, assigned, and the transferring such Transferring Lender shall be released from all obligations in relation to each of its obligations hereunder Commitments, or part thereof, so assigned. The Agent, acting solely for this purpose as an agent of the Borrower, shall maintain a copy of each Loan Transfer Agreement delivered to it and a corresponding extentregister for the recordation of the names and addresses of the Lenders, and no further consent or action by any party 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 requiredconclusive absent manifest error, and the Borrower, the 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 and any Lender, at any reasonable time and from time to time upon reasonable prior notice.
Appears in 1 contract
Samples: Loan Agreement (BioAmber Inc.)
Assignments. (a) Any With the prior written consent of the Agent and the Borrower, such consent not to be unreasonably withheld, each Lender may at any time assign to one or more financial institutions Eligible Assignees (but not to a natural Personeach, an "Assignee") all or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, portion of its rights and obligations under this AgreementAgreement (including, and such Assignee shall assume such rights and obligationswithout limitation, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent all or a portion of the Borrower (which consent shall not be unreasonably withheld or delayed outstanding Loans and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt Revolving Credit Commitment); provided, however, that any assignment of a written request for such consent) portion of the outstanding Loans and the Administrative Agent (which consent shall Revolving Credit Commitment to any entity that is not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower Lender shall be deemed to have consented to (and any subsequent assignment by any such assignment unless it Affiliate shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereofbe) in minimum amounts of not less than $5,000,000. Upon the execution and delivery to the Agent, for its acceptance, of an Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal Agreement in a form reasonably satisfactory to the purchase price agreed between such transferring Lender Agent and such Assignee the Required Lenders (an "Assignment and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretionAcceptance"), such Assignee shall be a Lender party to this Agreement from and shall have all after the rights and obligations of a Lender with a Commitment as set forth effective date specified in such Assignment and Acceptance, together with a nonrefundable processing fee of $2,500 to the Agent for its own account, (x) the Assignee thereunder shall be deemed a party hereto and, to the extent that rights and obligations (including any portion of any Loans or the transferring Revolving Credit Commitment) hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of the assigning Lender shall hereunder with respect thereto, including, without limitation, (1) the right to approve or disapprove actions that, in accordance with the terms hereof, require the approval of such Lender and (2) the right to enter into participation agreements pursuant to SECTION 13.2, and, upon notice to the Borrower, the right to receive copies of all documents and notices required to be sent by the Borrower to the Lenders hereunder and (y) such assigning Lender 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 hereunder under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of the Lenders' rights and obligations under this Loan Agreement, such Lender shall cease to be a corresponding extentparty hereto). The Borrower hereby agrees to execute and deliver upon any such assignment a new note or notes in favor of the Assignee, upon request by the Assignee, as replacement, in whole or in part as applicable, for the Notes being exchanged pursuant to the Assignment and no further consent or action Acceptance. Upon the acceptance by the Agent of any party Assignment and Acceptance, the Agent shall make appropriate entries upon the register to be maintained by the Agent pursuant to SECTION 3.10 and ANNEX I to this Agreement shall be requireddeemed to be amended in accordance with such entries.
Appears in 1 contract
Samples: Loan Agreement (Lason Inc)
Assignments. The Borrower may not assign its rights or obligations hereunder or any interest herein without the prior written consent of the Administrative Agent. The Lenders shall have the right to assign and/or participate their respective Commitments and Advances with prior notice to the Borrower, but without the consent of the Borrower; provided, however, that, at any time prior to the occurrence of an Event of Default, (a) Any Lender may any assignee or participant shall not be an entity which, at any the time assign to one of assignment or more financial institutions (but not to participation, competes with AerCap in a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for material manner in the primary benefit of, a natural Person, or leasing of commercial aircraft unless the Borrower has otherwise consented to such assignee or any of the Borrower’s Affiliates participant (an assignee or Subsidiaries) (each participant meeting such criteria, an “Eligible Assignee”), other (b) the indemnities to which any such assignee or participant shall be entitled under Section 6.2 or 6.3 hereof shall not be greater at and as of the time of assignment or participation than the indemnity to which the assignor or participant grantor would have been entitled under Section 6.2 or 6.3 hereof had such assignment or participation not occurred, (c) any assignee or participant shall be a Defaulting Qualifying Lender or and (d) any assignor shall only be released from its Commitments to the extent provided in the immediately succeeding sentence. Upon the issuance of a subsidiary thereof or Commitment to provide a portion of the Advances by any financial institution whoassignee of such Commitment of Lender, upon becoming which assignee either (A) has a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, alllong term debt rating of at least “A” from S&P and/or “A2” from Xxxxx’x, or a proportionate part short term debt rating of allat least “A-1” from S&P and/or “P-1” from Xxxxx’x, or (B) has otherwise been consented to by the Borrower (such consent not to be unreasonably withheld or delayed), such Lender shall be released from the portion of its Commitment in an aggregate amount equal to the Commitment of such assignee. In addition, any Lender or any of its Affiliates may pledge or assign any of its rights under this Agreement and under the Transaction Documents to any federal reserve or central bank, including any Federal Reserve Bank within the United States, or if a Qualifying Lender at the time of such pledge or assignment, to any liquidity or credit support provider or any commercial paper conduit collateral trustee without notice to or consent of the Borrower or the Administrative Agent. In the case of any Lender that is a fund that invests in bank loans, such Lender may, without the consent of Borrower or the Administrative Agent, collaterally assign or pledge all or any portion of its rights under this Agreement and under the Transaction Documents, to any holder of, trustee for, or any other representative of holders of, obligations owed or securities issued, by such fund, as security for such obligations or securities, in each case provided that each such holder is a Qualifying Lender. Upon the assignment by any Granting Lender of any of its rights and obligations under this Agreement, its Conduit Lender shall no longer (without any further action) have any rights hereunder arising after the time of such assignment relating to such assigned rights. Notwithstanding the foregoing, any Conduit Lender shall have the right, at any time, to (and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed if so directed by such Assignee and such transferring its Granting Lender, with (and subject toshall) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed assign its rights hereunder to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliatesany other Person who meets the requirements of a Conduit Lender, (y) to an Approved Fund, its Granting Lender or (z) to any Support Party therefore, in each case with consent of its entire interestGranting Lender and with prompt notice (but no later than the next Business Day) to the Borrower (which notice shall be in a minimum amount of $10,000,000 include any applicable notice information and any other reasonably detailed information required by the Borrower or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretionto perform their obligations hereunder), but without the consent of the Borrower. Each Conduit Lender may disclose any non-public information relating to its Advances to any rating agency, commercial paper dealer or Support Party (ii) each assignee any of which shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment informed of the assignor (if it has not assigned its entire interest) and confidential nature of the assignee shall be at least $5,000,000; provided further, that information). The identity and obligations of the foregoing consent requirement Granting Lender with respect to the rights assigned by such Conduit Lender shall not be applicable in limited or otherwise affected by any such assignment by the case Conduit Lender. If the Borrower delivers a notice, request or payment to a Lender or Conduit Lender prior to receiving notice of an assignment by such Lender or other transfer by any Conduit Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not 15.1 Seventh Amended and Restated Credit Agreement 152 (together with any applicable information required to be required if an Event of Default has occurred and is continuing; and provided furtherdelivered by such assignor or assignee relating to such assignment), that the Borrower shall be deemed to have consented delivered such notice, request or payment to any such assignment unless it shall object thereto by written notice assignee to the Administrative Agent within five Business Days after having extent such assignee would otherwise be required to have received such notice, request or payment at a time earlier than the Borrower received such notice thereof. Upon execution of the assignment (and delivery of an Assignment and Acceptance and 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 $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretionrelated information), 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 obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required.
Appears in 1 contract
Assignments. Without any requirements for further consent of the Seller, any Buyer may assign any or all of its rights and obligations under the Repurchase Documents to its own Buyer Affiliates or to an assignee that is a Buyer with a Commitment hereunder immediately prior to giving effect to such assignment. With the prior written consent of the Administrative Agent and (aunless an Event of Default has occurred that the Administrative Agent has not declared in writing to have been cured or waived) Any Lender the Seller, which consent of the Seller will not be unreasonably withheld, and at no cost to the Seller or the Administrative Agent, any Buyer may at assign any time assign or all of its rights and obligations under the Repurchase Documents to one or more financial institutions assignees; provided that (but not 1) except in the case of an assignment to a natural Person, Buyer or a holding company, investment vehicle Buyer Affiliate or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any an assignment of the Borrowerentire remaining amount of the assigning Xxxxx’s Affiliates Committed Sum, no such assignment shall be in an amount less than $15,000,000, unless each of the Administrative Agent and (unless a Default or SubsidiariesEvent of Default has occurred and continuing) the Seller consents thereto, (2) each partial assignment shall be made as an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or assignment of a proportionate part of all, of its all the assigning Buyer’s rights and obligations under this Agreement, (3) the assignee, if it is not a Buyer hereunder immediately prior to giving effect to such assignment, shall deliver to the Administrative Agent an administrative questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Seller and its Affiliates or their respective securities) will be made available and who may receive such Assignee information in accordance with the assignee’s compliance procedures and applicable laws, including federal and state securities laws, (4) the assignee may not be an Affiliate of the Seller and (5) each such assignment shall assume such rights and obligations, be effected pursuant to an instrument, Assignment and Assumption substantially in substantially the form of Exhibit E (an “Assignment E, to be delivered to the Administrative Agent together with a processing and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent recording fee of the Borrower $3,500 (which consent shall not be unreasonably withheld applicable with respect to the initial syndication of the Transactions), with the assignor to have no further right or delayed obligation with respect to the rights and which consent obligations assigned to and assumed by the assignee. The Seller agrees that, as to any assignment to any Buyer Affiliate or if the Seller consents to any other assignment, the Seller will cooperate with the prompt execution and delivery of documents reasonably necessary to such assignment process to the extent that the Seller incurs no cost or expense that is not paid by the assigning Buyer and the assignee immediately upon delivery to the Seller of such assignment form. Subject to acceptance and recording thereof pursuant to Section 22.17(d), from and after the effective date specified in each Assignment and Assumption, the assignee shall be deemed to have been given a Buyer for all purposes under this Agreement and the other Repurchase Documents, if the Borrower has not responded within ten Business Days assignment is an assignment of its receipt all of a written request for such consent) and the assignor’s interest in the Purchased Loans then held by the Administrative Agent (which consent or by the Custodian on behalf of the Administrative Agent), the assignor shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) automatically released from all of its entire interestobligations and liabilities hereunder, and, whether it is a complete assignment or only a partial assignment, the Committed Sums shall be adjusted appropriately, and the parties agree to approve in writing a revised and updated version of Schedule BC. Any assignment or transfer by a Buyer of rights or obligations under this Agreement that does not comply with this Section 22.17(b) shall be in treated for purposes of this Agreement as a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower 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 thereof. Upon execution and delivery of an Assignment and Acceptance and payment sale by such Assignee to Buyer of a participation in 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 $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to this Agreement and shall have all the rights and obligations of a Lender in accordance with a Commitment as set forth in such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required.Section 22.17(a). 105
Appears in 1 contract
Assignments. (a) Any Lender may at any time assign to one or more financial institutions assignees (but not to a natural Personeach, an "Assignee") all or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, portion of its rights and obligations under this AgreementAgreement and the other Financing Documents (including all or a portion of its Commitment, the Loans owing to it and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed Facility Note(s) held by such Assignee and such transferring Lender, it) with (and subject to) the signed consent of the Borrower Facility Administrative Agent (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withhelddelayed); provided provided, that (i) if any Assignee is an Affiliate of such assignor Lender or is a Lender, no such consent shall be required and (ii) the Borrower shall not be responsible for any costs (including increased withholding taxes) greater than that which would have been payable by such Lender absent such assignment; provided, further, that (A) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights (including its Construction Loans and Contingency Loans) and obligations (including its Construction Loan Commitment and its Contingency Loan Commitment) under this Agreement, (B) if the Assignee is not a Lender, unless agreed to by the Facility Administrative Agent, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (other than assignments (x) determined as of the date of the Assignment with respect to its Affiliates, (y) to an Approved Fund, or (z) of its entire interestsuch assignment) shall in no event be in a minimum less than the lesser of the amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof such Lender's then remaining Commitment and U.S.$5,000,000 (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable except in the case of assignments between Lenders at the time already parties hereto), (C) the Assignee shall pay to the Facility Administrative Agent an assignment fee in an amount equal to U.S.$3,500 (the "Assignment Fee"), (D) the parties to each such assignment shall execute and deliver to the Facility Administrative Agent a duly completed Assignment, together with any Facility Note(s) to be surrendered by the assigning Lender to the Borrower in connection with such assignment, and (E) in no event shall any such assignment be made to the Borrower, any Sponsor or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event or of Default has occurred and is continuing; and provided further, that the Borrower 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 thereofSponsor. Upon execution such execution, delivery, acceptance and delivery of an Assignment recording, from and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to after the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or effective date specified in each Assignment, (1) the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee thereunder shall be a Lender party hereto and, to this Agreement the extent that rights and shall obligations hereunder have all been assigned to it pursuant to such Assignment, have the rights and obligations of a Lender with a Commitment as set forth in hereunder and (2) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it to an Assignee pursuant to such Assignment Assignment, relinquish its rights and Acceptance, and the transferring Lender shall be released from its obligations hereunder under this Agreement (and, in the case of an 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 corresponding extentparty hereto). By executing and delivering an Assignment, the 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, such assigning Lender makes no further consent representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with any Financing Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of any Financing Document or any other instrument or document furnished pursuant thereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under any Financing Document or any other instrument or document furnished pursuant thereto; (iii) such Assignee confirms that it has received a copy of each Financing Document and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment; (iv) such Assignee shall, independently and without reliance upon the Facility Administrative 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 the Financing Documents; (v) such Assignee appoints and authorizes the Facility Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Financing Documents as are delegated to the Facility Administrative Agent by any party the terms thereof, together with such powers as are reasonably incidental thereto; and (vi) such Assignee agrees that it shall perform in accordance with their terms all of the obligations that by the terms of the Financing Documents are required to be requiredperformed by it as a Lender.
Appears in 1 contract
Assignments. (a) Any Lender may at any time The Tenant shall not assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or whole of this lease without the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, 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 an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which Landlord, such consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided . The Tenant shall not assign part only of this lease. The Landlord and the Tenant agree that (ifor the purposes of section 19(1A) each such assignment (other than assignments (x) to of the Landlord and Xxxxxx Xxx 0000 the Landlord may give its Affiliates, (y) consent to an Approved Fund, assignment subject to any or (z) all of its entire interest) shall be in the following conditions: a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of condition that the assignor (if it and any former tenant who because of section 11 of the Landlord and Tenant (Covenants) Xxx 0000 has not assigned its entire interestbeen released from the tenant covenants of this lease) and enters into an authorised guarantee agreement which: is in respect of all the tenant covenants of this lease; is in respect of the period beginning with the date the assignee shall be at least $5,000,000becomes bound by those covenants and ending on the date when the assignee is released from those covenants by virtue of section 5 of the Landlord and Tenant (Covenants) Xxx 0000; provided further, that imposes principal debtor liability on the foregoing consent requirement shall not be applicable assignor (and any former tenant); requires (in the event of a disclaimer of liability of this lease) the assignor (or former tenant as the case of an assignment or other transfer by any Lender may be) to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower 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 thereof. Upon execution and delivery of an Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount enter into a new tenancy for a term equal to the purchase price agreed between such transferring Lender unexpired residue of the Contractual Term, and such Assignee and payment is otherwise in a form reasonably required by the transferring Lender or Landlord; and a condition that a person of standing acceptable to the Assignee Landlord enters into a guarantee and indemnity in the form set out in the Schedule (with such amendments and additions as the Landlord may reasonably require); The Landlord and the Tenant agree that for the purposes of section 19(1A) of the Landlord and Xxxxxx Xxx 0000 the Landlord may refuse its consent to an assignment fee of $4,500 (if any Annual Rent or $7,500other money due under this lease is outstanding. Nothing in this clause shall prevent the Landlord from giving consent subject to any other reasonable condition, if the transferring Lender nor from refusing consent to an assignment in any other circumstance where it is a Defaulting Lender) reasonable to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), 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 obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requireddo so.
Appears in 1 contract
Samples: Dated 2010
Assignments. (a) Any Lender All or any part of the interest of any Certificate Holder in, to or under this Participation Agreement, the other Operative Documents, the Property or the Trust may be assigned or transferred by such Certificate Holder at any time assign to one or more financial institutions time, subject (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, 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 an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an so long as no Lease Event of Default has occurred and is continuing) to the consent of Lessee, which consent shall not be unreasonably withheld, to (i) any Affiliate of such Certificate Holder, (ii) any other Participant or any Affiliate of any such other Participant, or (iii) with the consent of the Agent (such consent not to be unreasonably withheld), to any other Person; and provided furtherprovided, however, that the Borrower (A) prior to a Lease Event of Default, no interest shall be deemed assigned to have consented to Lessee or any Affiliate of Lessee; (B) except as provided in (C) below, each such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and payment by such Assignee to such transferring Lender of is in an amount equal to not less than twenty percent (20%) of the purchase price agreed between such transferring Lender sum of the aggregate amount of the Available Equity Commitments and such Assignee and payment the outstanding Equity Amounts of all Certificate Holders or is the entire interest held by the transferring assignor Certificate Holder (the "PERMITTED EQUITY ASSIGNMENT AMOUNT") in any event, if the assignor Certificate Holder retains any interest, such interest must be equal to not less than the Permitted Equity Assignment Amount; and (C) with respect to an assignment to a Lender or an Affiliate of a Lender, each such assignment is in an amount equal to not less than the Assignee product of (x) the sum of the Available Equity Commitment, if any, and outstanding Equity Amounts of the assignor Certificate Holder and (y) the fraction, expressed as a decimal, obtained by dividing the sum of the Available Loan Commitments and outstanding principal amount of Loans of such Lender by the sum of the aggregate amounts of the Available Loan Commitments and Loans of all Lenders; and, provided, further, that notice is given to the Owner Trustee and (A) each assignment or transfer shall comply with all applicable securities laws; and (B) the assignee, if it is not a Participant immediately prior to such assignment, will deliver to the Agent a completed administrative questionnaire in form and substance acceptable to the Agent. The Agent shall receive an assignment administrative fee of $4,500 (4,000 from the applicable transferor or $7,500, if transferee in connection with any assignment or participation under this Section 12. Each assignee or transferee acknowledges that the transferring Lender is a Defaulting Lender) obligations to be performed from and after the Administrative Agent (unless date of such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to transfer or assignment under this Participation Agreement and shall have all other Operative Documents are its obligations, including the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Acceptance, imposed by this Section 12(a) (and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required.transferor and
Appears in 1 contract
Assignments. (a) Any Each Lender may at any time assign to one or more financial institutions (but not to a natural Person, all or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, portion of its rights and ----------- obligations under this Agreementhereunder (including, and such Assignee shall assume such rights and obligationswithout limitation, all or a portion of its Commitments or its Loans), pursuant to an instrument, assignment agreement substantially in substantially the form of Exhibit E (an “Assignment and Acceptance”Schedule 11.3(b), executed by such Assignee and such transferring to (i) a Lender, with (ii) an affiliate of a Lender or ---------------- (iii) any other Person (other than the Borrower or an Affiliate of the Borrower) reasonably acceptable to the Agent and, so long as no Default or Event of Default has occurred and subject to) is continuing, the signed Borrower (the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which such consent shall be deemed to have been given if the Borrower has does not responded notify the assigning Lender and the Agent of any objection within ten two Business Days after the Borrower has been provided notice of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheldproposed assignment by the assigning Lender or the Agent); provided that (i) each any such assignment (other than assignments (x) to its Affiliates, (y) any assignment to an Approved Fund, or (z) of its entire interestexisting -------- Lender) shall be in a minimum aggregate amount of $10,000,000 or 5,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Lender) of the Commitments and in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), above such amount and (ii) each assignee such assignment shall be an Eligible Institutionof a constant, not varying, percentage of all such Lender's rights and obligations under this Credit Agreement. Any assignment hereunder shall be effective upon delivery to the Agent of written notice of the assignment together with a transfer fee of $3,500 payable to the Agent for its own account from and after the later of (i) the effective date specified in the applicable assignment agreement and (ii) the date of recording of such assignment in the Register pursuant to the terms of subsection (c) below. The assigning Lender will give prompt notice to the Agent and the Borrower of any such assignment. Upon the effectiveness of any such assignment (and after notice to, and (iii) after giving effect to each the extent required pursuant to the terms hereof), with the consent of, the Borrower as provided herein), the assignee shall become a "Lender" for all purposes of this Credit Agreement and the other Credit Documents and, to the extent of such assignment, the Commitment assigning Lender shall be relieved of its obligations hereunder to the extent of the assignor (if it has not assigned its entire interest) Loans and Commitment components being assigned. Along such lines the Borrower agrees that upon notice of any such assignment and surrender of the appropriate Note or Notes, it will promptly provide to the assigning Lender and to the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable separate promissory notes in the case amount of their respective interests substantially in the form of the original Note (but with notation thereon that it is given in substitution for and replacement of the original Note or any replacement notes thereof). By executing and delivering an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under agreement in accordance with this Section shall not be required if an Event of Default has occurred 11.3(b), the assigning Lender thereunder and is continuing; and provided further, that the Borrower assignee thereunder shall be deemed to have consented confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and 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 $4,500 adverse claim; (or $7,500, if the transferring Lender is a Defaulting Lenderii) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment except as set forth in clause (i) above, such Assignment assigning Lender makes no representation or warranty and Acceptanceassumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Credit Party or any of their respective Affiliates or the performance or observance by any Credit Party of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the transferring Lender shall time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be released from its obligations hereunder to performed by it as a corresponding extent, and no further consent or action by any party shall be requiredLender.
Appears in 1 contract
Samples: Credit Agreement (Access Worldwide Communications Inc)
Assignments. (a) Any Lender Bank may at any time assign to one or more financial institutions (but not to a natural Person, banks or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower other entities all or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, portion of its rights and obligations under this AgreementAgreement (including, without limitation, all or a portion of any of its Commitments, participations in Letters of Credit, any Advances owing to it, and such Assignee shall assume such rights any Notes held by it) with the consent, not to be unreasonably withheld, of the Administrative Agent and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five ten (10) Business Days after having received notice thereof. Upon execution thereof and delivery provided, further that the Borrower shall have no such consent right in the case of assignments to a Bank or any Affiliate of any Bank or if a Default has occurred and is continuing); provided, however, that (i) each such assignment of an assigning Bank’s Commitment shall be of a constant, and not a varying, percentage of all of such Bank’s rights and obligations under this Agreement in respect of such Commitment, (ii) the amount of each such resulting Commitment, and applicable Advances of the assigning Bank (unless it is assigning all its Commitment) and the assignee Bank pursuant to each such assignment (determined as of the date of the Assignment and Acceptance and payment by such Assignee with respect to such transferring Lender assignment) shall in no event be less than $10,000,000 for any applicable Commitment and shall be an integral multiple of $1,000,000 (unless each of the Borrower and the Administrative Agent consents; provided that the Borrower shall have no such consent right if a Default has occurred and is continuing), (iii) each such assignment shall be to an amount equal Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the purchase price agreed between Administrative Agent, for its acceptance and recording in the Register, an Assignment, together with any Note or Notes subject to such transferring Lender assignment, and shall pay all legal and other expenses in respect of such Assignee assignment and payment by (v) the transferring Lender assignor or the Assignee of assignee shall pay to the Administrative Agent an assignment fee of $4,500 3,500 in connection with such assignment (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived which shall be waivable by the Administrative Agent in its 113 sole discretion). Upon such execution, such Assignee delivery, acceptance and recording, from and after the effective date specified in each Assignment, which effective date shall be at least three (3) Business Days after the execution thereof, (A) the assignee thereunder shall be a Lender party hereto for all purposes and, to this Agreement the extent that rights and shall obligations hereunder have all been assigned to it pursuant to such Assignment, have the rights and obligations of a Lender with a Commitment as set forth in Bank hereunder and (B) such Assignment Bank thereunder shall, to the extent that rights and Acceptanceobligations hereunder have been assigned by it pursuant to such Assignment, relinquish its rights and the transferring Lender shall be released from its obligations hereunder to lend under this Agreement (and, in the case of an Assignment covering all or the remaining portion of such Bank’s rights and obligations under this Agreement, such Bank shall cease to be a corresponding extent, and no further consent or action by any party shall be requiredhereto).
Appears in 1 contract
Assignments. (a) Any Each Lender may at any time assign to one or more financial institutions (but not to a natural Person, all or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, portion of its rights and obligations under this Agreement, and such Assignee shall assume such rights and obligationshereunder, pursuant to an instrument, assignment agreement substantially in substantially the form of Exhibit E (an “Assignment and Acceptance”SCHEDULE 11.3(B), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fundany Lender or any Affiliate or Subsidiary of a Lender, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institutionany other commercial bank, and financial institution or "accredited investor" (iii) after giving effect to each such assignment, the Commitment as defined in Regulation D of the assignor (if it has not assigned its entire interestSecurities and Exchange Commission) and of reasonably acceptable to the assignee shall be at least $5,000,000; provided furtherAgent and, that the foregoing consent requirement shall not be applicable in the case of an assignment so long as no Default or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing, the Borrower; PROVIDED that (i) any such assignment (other than any assignment to an existing Lender) shall be in a minimum aggregate amount of $5,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Lender) of the Commitments and provided furtherin integral multiples of $1,000,000 above such amount and (ii) each such assignment shall be of a constant, that not varying, percentage of all such Lender's rights and obligations under this Credit Agreement. Any assignment hereunder shall be effective upon delivery to the Agent of written notice of the assignment together with a transfer fee of $3,500 payable to the Agent for its own account from and after the later of (i) the effective date specified in the applicable assignment agreement and (ii) the date of recording of such assignment in the Register pursuant to the terms of subsection (c) below. The assigning Lender will give prompt notice to the Agent and the Borrower of any such assignment. Upon the effectiveness of any such assignment (and after notice to, and (to the extent required pursuant to the terms hereof), with the consent of, the Borrower as provided herein), the assignee shall become a "Lender" for all purposes of this Credit Agreement and the other Credit Documents and, to the extent of such assignment, the assigning Lender shall be relieved of its obligations hereunder to the extent of the Loans and Commitment components being assigned. Along such lines the Borrower agrees that upon notice of any such assignment and surrender of the appropriate Note or Notes, it will promptly provide to the assigning Lender and to the assignee separate promissory notes in the amount of their respective interests substantially in the form of the original Note (but with notation thereon that it is given in substitution for and replacement of the original Note or any replacement notes thereof). By executing and delivering an assignment agreement in accordance with this Section 11.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to have consented confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and 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 $4,500 adverse claim; (or $7,500, if the transferring Lender is a Defaulting Lenderii) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment except as set forth in clause (i) above, such Assignment assigning Lender makes no representation or warranty and Acceptanceassumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of the Borrower or any of its Affiliates or the performance or observance by the Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the transferring Lender shall time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be released from its obligations hereunder to performed by it as a corresponding extent, and no further consent or action by any party shall be requiredLender.
Appears in 1 contract
Samples: Credit Agreement (Worldtex Inc)
Assignments. Any Lender (a) Any Lender may at any time assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for with the primary benefit of, a natural Person, or written consents of the Borrower or any of (provided that the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, 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 an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; ) and provided furtherthe Agent (which consents of the Borrower, that if applicable, and the Borrower Agent shall not be deemed unreasonably delayed or withheld), may at any time assign and delegate to have consented to any such assignment unless it shall object thereto by written one or more commercial banks or other financial institutions, and (b) with notice to the Administrative Borrower and the Agent, but without the consent of the Borrower or the Agent, may assign and delegate to any of its Affiliates or to any other Lender or Lender Affiliate (each Person described in either of the foregoing clauses as being the Person to whom such assignment and delegation is to be made, being hereinafter referred to as an “Assignee Lender”), all or any fraction of such Lender’s total Loans and Commitments (which assignment and delegation shall be of a constant, and not a varying, percentage of all the assigning Lender’s Loans and Commitments and which shall be of equal pro rata shares of the Facility) in a minimum aggregate amount of $5,000,000; provided, however, that any such Assignee Lender will comply, if applicable, with the provisions contained in the last sentence of Section 4.6 and further, provided, however, that, the Borrower and the Agent within five Business Days after having received shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned and delegated to an Assignee Lender until (i) written notice thereof. Upon execution of such assignment and delivery of an Assignment delegation, together with payment instructions, addresses and Acceptance related information with respect to such Assignee Lender, shall have been given to the Borrower and payment the Agent by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee Lender, (ii) such Assignee Lender shall have executed and payment delivered to the Borrower and the Agent a Lender Assignment Agreement, accepted by the transferring Agent, (iii) such Assignee Lender or shall have delivered to the Agent an Administrative Questionnaire, and (iii) the processing fees described below shall have been paid. From and after the date that the Agent accepts such Lender Assignment Agreement, (x) the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is thereunder shall be deemed automatically to have become a Defaulting Lender) party hereto and to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), extent that rights and obligations hereunder have been assigned and delegated to such Assignee shall be a Lender party to this Agreement and in connection with such Lender Assignment Agreement, shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment hereunder and Acceptanceunder the other Loan Documents, and (y) the transferring assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with such Lender Assignment Agreement, shall be released from its obligations hereunder to a corresponding extentand under the other Loan Documents. Accrued interest on that part of the predecessor Loans and Commitments, and no further consent or action by any party accrued fees, shall be requiredpaid as provided in the Lender Assignment Agreement. Accrued interest on that part of the predecessor Loans and Commitments shall be paid to the assignor Lender. Accrued interest and accrued fees shall be paid at the same time or times provided in this Agreement. Such assignor Lender or such Assignee Lender must also pay a processing fee to the Agent upon delivery of any Lender Assignment Agreement in the amount of $3,500. Any attempted assignment and delegation not made in accordance with this Section shall be null and void.
Appears in 1 contract
Assignments. (a) Any Lender may at any time assign to one or more financial institutions (but not to a natural Person, Eligible Assignees all or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, portion of its rights and obligations under this AgreementReimbursement and Pledge Agreement (including all or a portion of its Commitments); provided, and such Assignee shall assume such rights and obligations, pursuant to that (a) except in the cases of an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent assignment of the Borrower (which consent entire remaining amount of the assigning Lender’s Commitments or, of an assignment to a Lender or its Affiliate, the aggregate amount of the Commitments being assigned shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days less than $5,000,000 unless each of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliatesand, (y) to an Approved Fund, so long as no Default or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing, the Borrower, otherwise consent (each such consent not to be unreasonably withheld or delayed; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five ten (10) Business Days after having received notice thereof. Upon execution ); (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and delivery obligations under this Reimbursement and Pledge Agreement with respect to the Commitment assigned, it being understood that non-pro rata assignments of or among the Commitments and the Reimbursement Obligations are not permitted; (c) any assignment of a Commitment (i) must be approved by the Administrative Agent, and so long as no Default or Event of Default has occurred and is continuing, the Borrower, (such approval of the Borrower not to be unreasonably withheld), unless the Person that is the proposed assignee is itself a Lender with a Commitment or an Assignment Affiliate of a Lender with a Commitment and Acceptance and payment (ii) must be approved by the Fronting Bank (such consent not to be unreasonably withheld or delayed) and, if such Assignee could not be an Issuer of a Several Letter of Credit under applicable regulatory requirements, the Fronting Bank or another Lender must have agreed (in its sole discretion) to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and front for such Assignee under Several Letters of Credit; (d) the parties to each assignment shall execute and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 (unless provided, that such processing and recordation fee is may be waived by the Administrative Agent Agent, in its sole discretion) and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; (e) if applicable, the LC Administrator shall have delivered to the respective beneficiaries of outstanding Several Letters of Credit amendments (or, in the case of any Several Letter of Credit issued individually by the Lenders, a replacement Several Letter of Credit in exchange for and the return or cancellation of the original Several Letter of Credit) which reflect any changes in the Lenders and/or the Applicable Percentages resulting from such assignment. No such assignment shall be made (A) to the Borrower, the Parent or any of their Subsidiaries, (B) 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 (B), or (C) to a natural person. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Letters of Credit previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all obligations under Several Letters of Credit and participations in Fronted Letters of Credit in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Reimbursement and Pledge Agreement until such compliance occurs. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 13.3, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a Lender party to this Reimbursement and Pledge Agreement and, to the extent of the interest assigned by such Assignment and shall Assumption, have all the rights and obligations of a Lender with a Commitment as set forth in under this Reimbursement and Pledge Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, and the transferring Lender shall be released from its obligations hereunder under this Reimbursement and Pledge Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Reimbursement and Pledge Agreement, such Lender shall cease to be a corresponding extent, party hereto) but shall continue to be entitled to the benefits of Sections 14.3 and no further consent 14.4 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or action transfer by any party a Lender of rights or obligations under this Reimbursement and Pledge Agreement that does not comply with this paragraph shall be requiredtreated for purposes of this Reimbursement and Pledge Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 13.4.
Appears in 1 contract
Samples: Reimbursement and Pledge Agreement (Montpelier Re Holdings LTD)
Assignments. (a) Any Except as otherwise provided herein, no Lender may at any time assign to one shall assign, transfer, sell, negotiate, pledge or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower otherwise hypothecate all or any portion of its rights in and to the Borrower’s Affiliates or Subsidiaries) Loan to any other Person (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, 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 an instrument, in substantially ) (i) without the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed prior consent of the Borrower (Agent which consent to any assignment, transfer or sale shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an Assignee which is an Eligible Assignee, (ii) unless such transaction shall be an assignment or other transfer by any Lender to an Affiliate of a constant and not a varying, ratable percentage of such Lender’s interest in the Loan, (iii) unless the principal amount of the Loan which is subject of such transaction is Five Million Dollars ($5,000,000) or more, (iv) unless after giving effect to another such transaction, such Lender’s unassigned interest in the Loan shall be in a principal amount of at least Five Million Dollars ($5,000,000) unless such transaction encompasses all of such Lender’s rights in and to the Loan in which case such Lender shall have assigned all of its rights in and to the Loan, and (v) other than in compliance with Section 10.4 hereof; provided, however, notwithstanding anything to the contrary contained herein, any Lender shall have the right at any time without the consent of or notice to Obligor, Agent or any other Lender or other Person to grant a security interest in all or any portion of such Lender’s interest in the Note or the Loan (i) to any Federal Reserve Bank to secure any obligation of such Lender to such Federal Reserve Bank (a “Federal Reserve Bank Pledge”) and/or (ii) to a trustee, administrator or receiver (or their respective nominees, collateral agents or collateral trustees) of a mortgage pool securing covered mortgage bonds issued by a German mortgage bank, or any other Person permitted to an Approved Fund; provided furtherissue covered mortgage bonds, that under German Pfandbrief legislation, as such legislation may be amended and in effect from time to time, or any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to substitute or successor legislation (a “Covered Bond Pool Pledge”). Effective on any such assignment unless it assignment, the assigning Lender shall object thereto by written notice have no further liability hereunder with respect to the Administrative Agent within five Business Days after having received notice thereof. Upon execution interest of such Lender that was the subject of such transfer and delivery of an Assignment and Acceptance and 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 $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party with respect 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 obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredinterest.
Appears in 1 contract
Assignments. (a) Any Lender may at any time assign to one or more financial institutions Eligible Assignees (but not to a natural Personeach, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender ) all or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, portion of its rights and obligations under this AgreementAgreement and the Note; provided, however, any partial assignment shall be in an amount at least equal to Five Million and No/100 Dollars ($5,000,000.00), and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds a Note having an outstanding principal balance of at least Five Million and No/100 Dollars ($5,000,000.00). Upon the consummation of any such assignment, Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower 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 thereof. Upon execution and delivery of an Assignment and Acceptance and 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 $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), 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 transferor Lender shall be released from its obligations 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), the transferor Lender, and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to Borrower, or any of its respective affiliates or Subsidiaries. The costs and expenses of Lender and Assignee in connection with such participation shall be at the sole cost and expense of such parties. Lender, acting for this purpose as a non-fiduciary agent of Borrower, shall maintain at one of its offices a copy of each assignment delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount (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, and Borrower and Lender 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, notwithstanding notice to the contrary. The Register shall be available for inspection by Borrower and Lender at any time and from time to time upon reasonable prior notice. The obligations of Borrower under the Loan Documents are registered obligations and the right, title and interest of Lender and its Assignees in and to such obligations shall be transferable only upon notation of such transfer in the Register. This Section 13.12(c) shall be construed so that such obligations are at all times maintained in “registered from” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code and any related regulations (and any other relevant or successor provisions of the Internal Revenue Code or such regulations).
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Brookfield DTLA Fund Office Trust Investor Inc.)
Assignments. (a) Any Lender may may, in the ordinary course of its business and ----------- in accordance with applicable law, at any time time, sell and assign to one or more financial institutions (but not to any Lender, any affiliate of a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower Lender or any of the Borrower’s Affiliates other bank, financial institution or Subsidiariesinstitutional lender (individually, an "Assignee") (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof all or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, portion of its rights and obligations under this Agreement, the Loan Documents (such a sale and such Assignee shall assume such rights and obligations, assignment to be referred to herein as an "Assignment") pursuant to an instrument, Assignment and Assumption Agreement in substantially the form of Exhibit E G attached hereto (an “"Assignment and Acceptance”), --------- Agreement") executed by such each Assignee and such transferring Lender, with assignor Lender (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consentan "Assignor") and delivered to Administrative Lender for its acceptance and recording in the Administrative Agent Register (which consent shall not be unreasonably withheldas defined below); provided that provided, however, that: (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) Assignment shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), 5,000,000; (ii) each assignee shall be if the Assignment is not an Eligible Institutionassignment of Assignor's entire commitment, Assignor maintains a minimum commitment of $5,000,000; and (iii) after giving effect each Assignment which is not to each a Lender or an affiliate thereof (provided, in the absence of a Default, such assignmentLender has delivered to Borrower reasonable evidence of such affiliate's ability to perform the obligations of a "Lender" hereunder), the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided furthermade only with the written consent of Administrative Lender (and, that in the foregoing consent requirement absence of a Default, Borrower), which consent(s) shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower 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 thereofunreasonably withheld. Upon execution the execution, delivery, acceptance and delivery recording of an each Assignment Agreement, from and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to after 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 $4,500 effective date set forth therein, (or $7,500, if the transferring Lender is a Defaulting LenderA) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such each Assignee shall be a Lender party to this with a commitment as set forth in Section 1 of such Assignment Agreement and shall have the rights, duties and obligations of a Lender under the Loan Documents, and (B) the Assignor shall be a Lender with a commitment as set forth in Section 1 of such Assignment Agreement, or, if the commitment of the Assignor has been reduced to zero, the Assignor shall cease to be a Lender; provided, however, that each Assignor shall nevertheless be entitled to the indemnification rights contained in Section 12.3 hereof for any events, acts or omissions occurring before the effective date of its Assignment. Each Assignment Agreement shall be deemed to amend Schedule I hereto to the extent necessary to reflect the ---------- addition of each Assignee and the resulting adjustment of commitments arising from the purchase by each Assignee of all or a portion of the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Acceptance, an Assignor under this Agreement and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredother Loan Documents.
Appears in 1 contract
Assignments. (a) Any Lender may Bank may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more financial institutions banks or other entities (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower “Purchasers”) all or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreement, and such Assignee the Loan Documents. Such assignment shall assume such rights and obligations, pursuant to an instrument, be substantially in substantially the form of Exhibit E (an “Assignment L or in such other form as may be agreed to by the parties thereto and Acceptance”), executed approved by such Assignee and such transferring Lender, with (and subject to) the signed Administrative Agent. The consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent Company shall be deemed required prior to have been given if the Borrower has an assignment becoming effective with respect to a Purchaser which is not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld)Bank, an Affiliate thereof or an Approved Fund; provided provided, however, that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; , the consent of the Company shall not be required and provided further, that (ii) the Borrower Company shall be deemed to have consented to an assignment if it has not objected thereto in writing within ten days after notice thereof to it as required by Section 13.1 and to ConAgra Foods, Inc., Xxx XxxXxxx Xxxxx, Xxxxx, XX 00000, attention: General Counsel (facsimile no. (000) 000-0000). The consent of the Administrative Agent shall be required prior to any assignment becoming effective; provided that no consent of the Administrative Agent shall be required for an assignment from a Bank to an Affiliate, or an Approved Fund, of such Bank. The consent of the Issuing Bank, shall be required prior to any assignment becoming effective; provided that no consent of the Issuing Banks shall be required for an assignment of all or any portion of a Bid Absolute Rate Loan. Any required consent shall not be unreasonably withheld, conditioned or delayed. Each such assignment shall be in an amount not less than the lesser of (i) $5,000,000 unless it otherwise agreed by the Company and the Administrative Agent or (ii) the remaining amount of the assigning Bank’s Commitment (calculated as at the date of such assignment); provided, that any assignment by a Bank to an Affiliate of such Bank or an Approved Fund thereof may be made in any lesser amount; provided, further, that such Bank shall object thereto by written give prompt notice to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of Company following such an Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal assignment to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender applicable Affiliate or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), 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 obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredApproved Fund.
Appears in 1 contract
Samples: Revolving Credit Agreement (Conagra Foods Inc /De/)
Assignments. (a) Any Lender may at any time assign In addition to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”assignments permitted by Section 11.3(a), other than a Defaulting each Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, 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 an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lendermay, with (and subject to) the signed prior written consent of the Borrower Borrowers and the Administrative Agent (provided that no consent of the Borrowers shall be required during the existence and continuation of an Event of Default), which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days delayed, assign all or a portion of its receipt rights and obligations hereunder pursuant to an assignment agreement substantially in the form of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld)Exhibit 11.3 to one or more Eligible Assignees; provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower Borrowers shall be deemed to have consented to any such assignment unless it the Borrowers shall object thereto by written notice to the Administrative Agent within five 10 Business Days after having received notice thereof. Upon execution ; and delivery provided further that (i) any such assignment shall be in a minimum aggregate amount of an Assignment $5,000,000 of the Loans and Acceptance Commitments and payment in integral multiples of $5,000,000 above such amount (or the remaining amount of Loans and Commitments held by such Assignee to Lender), (ii) each such transferring Lender assignment shall be of an amount equal to a constant, not varying, percentage of all of the purchase price agreed between such transferring Lender assigning Lender’s rights and such Assignee obligations under the Loans and payment by Commitments being assigned and (iii) the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500assignee, if the transferring Lender is it shall not be a Defaulting Lender) , shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more Persons to whom all syndicate-level information (unless which may contain material non-public information about the Borrowers and their related parties or their respective securities) will be made available and who may receive such fee is waived by information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws. Any assignment hereunder shall be effective upon satisfaction of the conditions set forth above and delivery to the Administrative Agent of a duly executed assignment agreement together with a transfer fee of $3,500 payable to the Administrative Agent for its own account. Upon the effectiveness of any such assignment, the assignee shall become a “Lender” for all purposes of this Credit Agreement and the other Credit Documents and, to the extent of such assignment, the assigning Lender shall be relieved of its obligations hereunder to the extent of the Loans and Commitment components being assigned. The Borrowers agree that upon notice of any assignment to an assignee that was not theretofore a Lender, they will promptly provide to such assignee a new Note. Each Lender agrees that, in the event it assigns all of its Commitment hereunder, it shall promptly return the Note or Note(s) executed by the Borrowers in its sole discretionfavor. By executing and delivering an assignment agreement in accordance with this Section 11.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such Assignee assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (ii) except as set forth in clause (i) above, 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 Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Borrower or its Subsidiaries or the performance or observance by any Credit Party of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assigning Lender and such assignee each represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Administrative 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 Credit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a Lender. From and after the effective date specified in each assignment agreement, the assignee thereunder shall be a Lender party to this Credit Agreement and shall and, to the extent of the interest assigned by such assignment agreement, have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Acceptanceunder this Credit Agreement, and the transferring assigning Lender shall thereunder shall, to the extent of the interest assigned by such assignment agreement, be released from its obligations hereunder under this Credit Agreement (and, in the case of an assignment agreement covering all of the assigning Lender’s rights and obligations under this Credit Agreement, such Lender shall cease to be a corresponding extentparty hereto); provided, and that except to the extent otherwise expressly agreed by the affected parties, no further consent assignment by a Defaulting Lender will constitute a waiver or action by release of any claim of any party shall be requiredhereunder arising from that Lender’s having been a Defaulting Lender.
Appears in 1 contract
Samples: Term Loan C Agreement (Brandywine Operating Partnership, L.P.)
Assignments. Any Lender, (a) Any Lender may at any time assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for with the primary benefit of, a natural Person, or the Borrower or any written consents of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”)Administrative Agent and, other than a Defaulting Lender or a subsidiary thereof or any financial institution whowhen no Event of Default shall have occurred and be continuing, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, 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 an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent consents shall not be unreasonably delayed or withheld or delayed and which consent consent, in the case of the Borrower, shall be deemed to have been given if in the Borrower has not responded within ten Business Days of its receipt absence of a written notice delivered by the Borrower to the Administrative Agent, on or before the fifth Business Day after receipt by the Borrower of such Lender's request for consent, stating, in reasonable detail, the reasons why the Borrower proposes to withhold such consent) may at any time assign and delegate to one or more commercial banks or other financial institutions; and (b) with notice to the Borrower and the Administrative Agent, but without the consent of the Borrower or the Administrative Agent, may assign and delegate to any of its Affiliates or to any other Lender (each Person described in either of the foregoing clauses as being the Person to whom such assignment and delegation is to be made, being hereinafter referred to as an "Assignee Lender"), all or any fraction of such Lender's total Loans and Commitment (which assignment and delegation shall be of a constant, and not a varying, percentage of all the assigning Lender's Loans and Commitment) in a minimum aggregate amount of $5,000,000; provided, however, that any such Assignee Lender will comply, if applicable, with the provisions contained in Section 4.6 and further, provided, however, that, the Borrower, each other Obligor, the Administrative Agent and the Collateral Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned and delegated to an Assignee Lender until (i) written notice of such assignment and delegation, together with payment instructions, addresses and related information with respect to such Assignee Lender, shall have been given to the Borrower and the Administrative Agent by such Lender and such Assignee Lender; (which consent ii) such Assignee Lender shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) have executed and delivered to its Affiliatesthe Borrower and the Administrative Agent a Lender Assignment Agreement, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved accepted by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, Agent; and (iii) the processing fees described below shall have been paid. From and after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, date that the foregoing consent requirement shall not be applicable in Administrative Agent accepts such Lender Assignment Agreement, (x) the case of an assignment or other transfer by any Assignee Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower thereunder shall be deemed automatically to have consented to any such assignment unless it shall object thereto by written notice become a party hereto and to the Administrative Agent within five Business Days after having received notice thereof. Upon execution extent that rights and delivery of an Assignment obligations hereunder have been assigned and Acceptance and payment by delegated to such Assignee to Lender in connection with 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 $4,500 (or $7,500Assignment Agreement, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), 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 hereunder and Acceptanceunder the other Loan Documents, and (y) the transferring assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with such Lender Assignment Agreement, shall be released from its obligations hereunder and under the other Loan Documents. Within five Business Days after its receipt of notice that the Administrative Agent has received an executed Lender Assignment Agreement, the Borrower shall execute and deliver to the Administrative Agent (for delivery to the relevant Assignee Lender) a corresponding extentnew Note evidencing such Assignee Lender's assigned Loans and Commitment and, if the assignor Lender has retained Loans and its Commitment hereunder, a replacement Note in the principal amount of the Loans and Commitment retained by the assignor Lender hereunder (such Note to be in exchange for, but not in payment of, that Note then held by such assignor Lender). Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it to the Borrower. Accrued interest on that part of the predecessor Note evidenced by the new Note, and no further consent or action by any party accrued fees, shall be requiredpaid as provided in the Lender Assignment Agreement. Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to the assignor Lender. Accrued interest and accrued fees shall be paid at the same time or times provided in the predecessor Note and in this Agreement. Such assignor Lender or such Assignee Lender must also pay a processing fee to the Administrative Agent upon delivery of any Lender Assignment Agreement in the amount of $3,500. Any attempted assignment and delegation not made in accordance with this Section 10.11.1 shall be null and void.
Appears in 1 contract
Assignments. (a) Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time time, sell and assign to one or more financial institutions (but not to any Lender, any affiliate of a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower Lender or any of the Borrower’s Affiliates other bank or Subsidiaries) financial institution (each individually, an “Assignee”), other than a Defaulting Lender or a subsidiary thereof ) all or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, portion of its rights and obligations under this Agreement, the Loan Documents (such a sale and such Assignee shall assume such rights and obligations, assignment to be referred to herein as an “Assignment”) pursuant to an instrument, Assignment and Assumption Agreement in substantially the form of Exhibit E H attached hereto (an “Assignment and AcceptanceAgreement”), ) executed by such each Assignee and such transferring Lender, with assignor Lender (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consentan “Assignor”) and delivered to Administrative Lender for its acceptance and recording in the Administrative Agent Register (which consent shall not be unreasonably withheldas defined below); provided that provided, however, that: (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) Assignment shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), 5,000,000; (ii) each assignee shall be if the Assignment is not an Eligible Institutionassignment of Assignor’s entire commitment, Assignor maintains a minimum commitment of $5,000,000; and (iii) after giving effect each Assignment which is not to each such assignmenta Lender or an affiliate thereof, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided furthermade only with the written consent of Administrative Lender (and, that in the foregoing consent requirement absence of a Default, Borrowers’ Agent), which consent(s) shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower 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 thereofunreasonably withheld. Upon execution the execution, delivery, acceptance and delivery recording of an each Assignment Agreement, from and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to after 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 $4,500 effective date set forth therein, (or $7,500, if the transferring Lender is a Defaulting LenderA) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such each Assignee shall be a Lender party to this with a commitment as set forth in Section 1 of such Assignment Agreement and shall have the rights, duties and obligations of a Lender under the Loan Documents, and (B) the Assignor shall be a Lender with a commitment as set forth in Section 1 of such Assignment Agreement, or, if the commitment of the Assignor has been reduced to zero, the Assignor shall cease to be a Lender; provided, however, that each Assignor shall nevertheless be entitled to the indemnification rights contained in Section 13.3 hereof for any events, acts or omissions occurring before the effective date of its Assignment. Each Assignment Agreement shall be deemed to amend Schedule I hereto to the extent necessary to reflect the addition of each Assignee and the resulting adjustment of commitments arising from the purchase by each Assignee of all or a portion of the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Acceptance, an Assignor under this Agreement and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredother Loan Documents.
Appears in 1 contract
Assignments. 9.1 This Agreement shall be binding upon and shall inure to the benefit of, and may be performed by, the successors and assigns of the Parties, except that no assignment, pledge, or other transfer of this Agreement by either Party shall operate to release the assignor, pledgor, or transferor from any of its obligations under this Agreement unless: (a) Any Lender may at any time assign the other Party consents in writing to one or more financial institutions (but not to a natural Personsuch assignment, pledge, or a holding companyother transfer, investment vehicle or trust forand releases, in writing, the assignor, pledgor, or owned and operated for the primary benefit of, a natural Person, or the Borrower or transferor from any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, 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 an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent release shall not be unreasonably withheld); (b) the assignment, pledge, or other transfer is to an affiliate of the assignor, pledgor, or transferor and the assignee, pledgee, or transferee has assumed, in writing, all of the obligations of the assignor, pledgor, or transferor under this Agreement, provided that such assignee, pledgee, or transferee has demonstrated financial capacity at least equal to that of the assignor, pledgor, or transferor; or (ic) each such assignment (other than assignments (x) or transfer is incident to its Affiliates, (y) to an Approved Funda merger or consolidation with, or (z) assignment or transfer of its entire interest) shall be in a minimum amount all, or substantially all, of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment assets of the assignor (if it has not assigned its entire interest) and or transferor to another person, entity, political subdivision, or public corporation that will, as part of such succession, assume all of the assignee shall be obligations of the assignor, pledgor, or transferor under this Agreement, provided that such person, entity, political subdivision, or public corporation has demonstrated financial capacity at least $5,000,000; provided furtherequal to that of the assignor, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lenderpledgor, or transferor. TVA hereby consents to an Approved Fund; provided furtherLSP Energy's assignment of its right, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred title, and is continuing; and provided further, that the Borrower 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 thereof. Upon execution and delivery of an Assignment and Acceptance and 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 $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party interest to this Agreement to its project lenders in conjunction with the financing of the Facility, provided that such assignment and consent shall have all in no way modify 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 obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredParties under this Agreement.
Appears in 1 contract
Samples: Power Purchase Agreement (LSP Batesville Funding Corp)
Assignments. (a) Any Lender may at any time assign to one or more financial institutions Persons (but not to other than (A) the Borrower or any of the Borrower’s Affiliates, (B) a natural Person, or person(or a holding company, investment vehicle or trust for, or owned and or operated for the primary benefit of, a natural Person, person) or the Borrower (C) to any Defaulting Lender or any of the Borrower’s Affiliates or its Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution Person who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary Subsidiary thereof) (any such Person, all, 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 an instrument, in substantially the form of Exhibit E (an “Assignment Assignee”) all or any portion of such Lender’s Loans and Acceptance”), executed by such Assignee and such transferring LenderCommitments, with (and subject to) the signed prior written consent of Administrative Agent, the Issuing Lender (for an assignment of the Revolving Loans and the Revolving Commitment) and, so long as no Event of Default exists, Borrower (which consent consents shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheldrequired for an assignment by a Lender to a Lender or an Affiliate of a Lender); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower 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 thereofthereof and provided, further, that the Borrower’s consent shall not be required during the primary syndication of any facility provided hereunder. Upon execution and delivery of an Assignment and Acceptance and payment by Except as Administrative Agent may otherwise agree, any such Assignee to such transferring Lender of an assignment shall be in a minimum aggregate amount equal to $5,000,000 or, if less, the purchase price agreed between such transferring Lender remaining Commitment and such Assignee and payment Loans held by the transferring Lender assigning Lender. 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 Loan or the Commitment assigned. Borrower and Administrative Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit C hereto (an assignment “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of $4,500 (or $7,5003,500, if the transferring Lender is a Defaulting Lender) to the provided that Administrative Agent (unless such fee is waived by the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire in the form then in use by Administrative Agent. No assignment may be made to any Person if at the time of such assignment Borrower would be obligated to pay any greater amount under Sections 7.6 or 8 to the Assignee than Borrower is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation of the foregoing, Borrower will not be required to pay such greater amounts), such Assignee . Any attempted assignment not made in accordance with this Section 15.6.1 shall be a Lender party to this Agreement and shall have all treated as the rights and obligations sale of a Lender with a Commitment as set forth in such Assignment and Acceptance, and the transferring Lender participation under Section 15.6.2. Borrower shall be released from deemed to have granted its obligations consent to any assignment requiring its consent hereunder unless Borrower has expressly objected to a corresponding extent, and no further consent or action by any party shall be requiredsuch assignment within three (3) Business Days after notice thereof.
Appears in 1 contract
Assignments. (a) Any Lender may at any time assign to one or more financial institutions (but not to a natural Person, banks or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower other entities all or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, portion of its rights and obligations under this AgreementAgreement (including, without limitation, all or a portion of its Commitment, an Advance owing to it and such Assignee shall assume such rights and obligationsany Note held by it); provided, pursuant however, that (i) other than any assignment by a Lender to an instrumentAffiliate of a Lender or to another Lender, each such assignment shall be subject to Borrower’s written consent, not to be unreasonably withheld or delayed (unless an Event of Default then exists, in substantially which event the form of Exhibit E Borrower shall have no such approval right), (ii) 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”), executed by together with the Notes subject to such Assignee and such transferring Lenderassignment, with (and subject toiii) the signed consent of the Borrower (Initial Lenders shall be required, which consent shall not be unreasonably withheld or delayed and which consent delayed, (iv) no such assignments shall be deemed made to have been given if the Borrower has not responded within ten Business Days or its Affiliates or any of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, their respective subsidiaries or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, any natural Person and (iiiv) after giving effect the relevant assignee, if it is not a Lender, shall deliver on or prior to each the effective date of such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower 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 thereof. Upon execution and delivery of an Assignment and Acceptance and 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 $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless 1) if requested by the Administrative Agent, an administrative questionnaire, in the form provided to such fee is waived additional lender by the Administrative Agent and (2) any tax documentation required under Section 2.11. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in its sole discretion), such Assignee each Assignment and Acceptance (A) the assignee thereunder shall be a Lender party hereto for all purposes and, to this Agreement the extent that rights and shall obligations hereunder have all been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender with a Commitment as set forth in hereunder and (B) such Lender 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 the transferring Lender shall be released from its obligations hereunder under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a corresponding extentparty hereto). Notwithstanding anything herein to the contrary, any Lender may assign, as collateral or otherwise, any of its rights under the Credit Documents, including to any Federal Reserve Bank or other central bank, and no further consent or action by this Section shall not apply to any party shall be required.such assignment. (b)
Appears in 1 contract
Samples: Guarantee and Collateral Agreement
Assignments. (a) Any Lender may at any time assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for i) with the primary benefit of, a natural Person, or the Borrower or any written consent of each of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, 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 an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) Borrowers and the Administrative Agent (which consent shall not be unreasonably delayed or withheld), may at any time, assign and delegate to one or more commercial banks or other financial institutions, and (ii) with notice to the Borrowers and the Agent, but without the consent of the Borrowers or the Agent, may assign and delegate to any of its affiliates or to any other Lender (each Person described in (i) or (ii) above as being the Person to whom such assignment and delegation is to be made, being hereinafter referred to as an "Assignee Lender"), all or any fraction of such Lender's total Loans and Commitments (which assignment and delegation shall be of a constant, and not a varying percentage, of all the assigning Lender's Loans and Commitments), in a minimum aggregate amount of $1,000,000 or if less, the entire amount of such Lender's total Loans and Commitments; provided that (iw) each such assignment (other than assignments Assignee Lender will comply with all the provisions of this Agreement, (x) the Borrowers and the Agent shall be entitled to its Affiliatescontinue to deal solely and directly with such assigning Lender in connection with the interests so assigned and delegated to an Assignee Lender until written notice of such assignment and delegation together with payment instructions, addresses and related information with respect to such Assignee Lender, shall have been given to the Borrowers and the Agent by such Lender and such Assignee Lender, (y) such Assignee Lender shall have executed and delivered to an Approved Fundthe Borrowers and the Agent a Lender Assignment Agreement, or accepted by the Borrowers and the Agent, and substantially in the form attached hereto as Exhibit C, and (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower 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 thereof. Upon execution and delivery of an Assignment and Acceptance and 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 $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to this Agreement and processing fees described below 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 obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredbeen paid.
Appears in 1 contract
Assignments. From and after the date of this Agreement, any Lender (any such Lender being referred to herein as an "Assigning Lender") may, in the ordinary course of its business and in accordance with Applicable Law, assign and transfer to any other Lender or to any Affiliate of such Assigning Lender and, with the consent of each of the Administrative Agent and, so long as no Default shall be continuing, the Borrower (such consents not to be unreasonably withheld), to any one or more additional banks or financial institutions ("Purchasing Lender") any part of such Assigning Lender's rights and obligations (including Commitments) under this Agreement, its Notes and the other Loan Documents (which assignments and transfers shall be, as nearly as practicable, and permitting customary rounding of such assignments and transfers and resulting retained interests, on a pro rata basis as to all of the Revolving Loans, other Credit Extensions, Notes and Commitments of such Assigning Lender and as to all of the other rights and obligations of such Assigning Lender). Any such assignment and transfer ("Assignment") shall be made pursuant to an Assignment and Acceptance Agreement, substantially in the form of Exhibit E attached hereto (an "Assignment and Acceptance Agreement"), executed by such Purchasing Lender and such Assigning Lender (and, in the case of a Purchasing Lender that is not then a Lender or an Affiliate thereof, by the Administrative Agent and, so long as no Default is continuing, the Borrower) and delivered to the Administrative Agent for its acceptance and recording in the Register (as hereinafter defined); provided, however, that (a) Any Lender may at any time assign to one or more financial institutions (but not to a natural Personthe aggregate principal amount of all Revolving Loans, or a holding company, investment vehicle or trust for, or owned other Credit Extensions and operated for the primary benefit of, a natural Person, or the Borrower or any Commitments of the Borrower’s Affiliates or SubsidiariesAssigning Lender being assigned pursuant to any such Assignment shall in no event be less than $5,000,000 and shall be in an integral multiple of $1,000,000 in excess thereof, (b) (each an “Assignee”)such Assignment shall be of a constant, and not a varying, percentage of all of the Assigning Lender's interests in all of its Commitments, Revolving Loans, other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, Credit Extensions and Notes and all of its other rights and obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) Notes and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible InstitutionLoan Documents, and (iiic) after giving effect to each any such assignmentAssignment by an Assigning Lender, and also after giving effect to all Sales by such Assigning Lender of any participating interests to Participants pursuant to Section 12.1.1, the Commitment aggregate amount of the assignor Commitments hereunder of such Assigning Lender and its Affiliates (if it has determined after excluding all participating interests that shall have been sold by such Assigning Lender and its Affiliates to any Participants that are not assigned its entire interestAffiliates of such Assigning Lender) shall not be less than $5,000,000. From and of after the assignee shall effective date specified in each Assignment and Acceptance Agreement, which effective date must be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof. Upon the execution and delivery of an such Assignment and Acceptance Agreement and payment (if required) the acceptance of such Assignment and Acceptance Agreement 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 $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee "Transfer Effective Date"): (i) the Purchasing Lender thereunder shall be a Lender party hereto and, to this Agreement the extent provided in such Assignment and shall Acceptance Agreement, have all the rights and obligations of a Lender hereunder with a Commitment respect to the Revolving Loans, other Credit Extensions, Commitments and Notes as set forth therein, and (ii) the Assigning Lender thereunder shall, to the extent provided in such Assignment and AcceptanceAcceptance Agreement, and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredunder this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Chiquita Brands International Inc)
Assignments. (a) Any Lender may may, at any time time, sell and assign to one or more financial institutions any Lender (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender Lender) or any Eligible Assignee (individually, an “Assignee Lender”) all or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, portion of its rights and obligations under this AgreementAgreement and the other Credit Documents (including for purposes of this Section 8.05(c), participations in L/C Obligations and in Swing Line Loans) (such Assignee shall assume such rights a sale and obligations, assignment to be referred to herein as an “Assignment”) pursuant to an instrument, assignment agreement in substantially the form of Exhibit E H (an “Assignment and AcceptanceAgreement”), executed by such each Assignee Lender and such transferring assignor Lender (an “Assignor Lender”) and delivered to the Administrative Agent for its acceptance and recording in the Register; provided, with however, that: (i) Each Assignee Lender that is a Revolving Lender shall assume, as a condition to the effectiveness of such assignment, any continuing obligation to purchase participation interests in any L/C Obligations or any Swing Line Loans then outstanding; (ii) If no Event of Default has occurred and subject to) is continuing, without the signed written consent of the Borrower (which consent shall not be unreasonably withheld or delayed and delayed), no Lender may make any Assignment of Term Loans, Revolving Loan Commitments, Revolving Loans, L/C Advances or Swing Line Loans to any Assignee Lender which consent shall be deemed is not, immediately prior to have been given if the Borrower has not responded within ten Business Days of its receipt of such Assignment, a written request for Lender hereunder or an Affiliate or Approved Fund as to such consent) and the Administrative Agent (which consent shall not be unreasonably withheld)Lender; provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it the Borrower shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof. Upon execution ; (iii) Without the written consent of the Administrative Agent, the L/C Issuer and delivery the Swing Line Lender (which consent shall not be unreasonably withheld or delayed), no Lender may make any Assignment of an Assignment and Acceptance and payment by such Revolving Loan Commitments, Revolving Loans, L/C Advances or Swing Line Loans to any Assignee Lender which is not, immediately prior to such transferring Assignment, a Revolving Lender of hereunder or an amount equal Affiliate thereof or an Approved Fund as 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 $4,500 (or $7,500, if the transferring Lender is a Defaulting Revolving Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), 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 obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required.;
Appears in 1 contract
Assignments. (a) Any Lender may at any Each Participant may, from time assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, 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 an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lendertime, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) Guarantor and the Administrative Agent (which consent shall will not in any instance be unreasonably withheld); provided that (i) each such assignment (, assign to other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) financial institutions part of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved the indebtedness evidenced by the Administrative Agent Loan Commitments or the Lessor Commitments then owned by it pursuant to written agreements executed by the assignor, the assignee and the Guarantor, which agreements shall specify in its sole discretion), (ii) each assignee shall instance the portion of the indebtedness evidenced by the Loan Commitments or the Lessor Commitments which are to be an Eligible Institution, and (iii) after giving effect assigned to each such assignment, assignor and the portion of the Loan Commitment or the Lessor Commitment of the assignor (the "Assignment Agreements"), provided that the Guarantor may in its sole discretion withhold its consent to any assignment by a Participant of less than all of its Loan Commitment or the Lessor Commitment if it has not assigned its entire interest) and as a result thereof the assignor will have a Commitment hereunder of less than $10,000,000 (or $5,000,000 if the assignee shall be thereof will have a Commitment hereunder of at least $5,000,000; 10,000,000 in all cases as adjusted proportionately to reflect payments of Fixed Rent) or the assignee will have a Commitment hereunder of less than $10,000,000 (or $5,000,000 if the assignor thereof will have a Commitment hereunder of at least $10,000,000 in all cases as adjusted proportionately to reflect payments of Fixed Rent), further provided further, that the foregoing consent requirement nothing herein contained shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lenderrestrict, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented require any consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Participant of any Note or Certificate or other obligation hereunder to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereofa Federal Reserve Bank. Upon the execution and delivery of an each Assignment and Acceptance and 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 Agreement by the transferring Lender assignor, the assignee and the Guarantor (i) such assignee shall thereupon become a "Participant" (and either a "Lessor" or "Lender" as the Assignee case may be, or both) for all purposes of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to this Participation Agreement and shall have all the rights and obligations of a Lender with a Commitment as in the amount set forth in such Assignment Agreement and Acceptancewith all the rights, powers and obligations afforded a Participant hereunder, (ii) the assignor shall have no further liability for funding the portion of its Commitment assumed by such other Participant and (iii) the address for notices to such Participant shall be as specified in the Assignment Agreement executed by it. Concurrently with the execution and delivery of such Assignment Agreement, and upon return to the transferring Lender Agent Lessor of the outstanding Note or Certificate (as the case may be) of the Assignor, the Agent Lessor shall execute and deliver a Note or Certificate (as the case may be) to the assignee Participant in the amount of its Commitment to the assignee and a new Note or Certificate (as the case may be) to the assignor Participant in the amount of its Commitment after giving effect to the reduction occasioned by such assignment, all such Note or Certificate (as the case may be) to constitute "Notes" or "Certificates" for all purposes of this Participation Agreement, and there shall be released from its obligations hereunder paid to the Administrative Agent, as a corresponding extentcondition to such assignment, an administrative fee of $3,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no further consent circumstances shall any portion of such fee be payable by or action by any party shall be requiredcharged to the Guarantor.
Appears in 1 contract
Samples: Participation Agreement (Alumax Inc)
