Assignment; Participation. This Agreement shall be binding upon, and shall inure to the benefit of, the Company, the Administrative Agent, the Banks and their respective successors and permitted assigns. The Company may not assign or transfer its rights or obligations hereunder. Any Bank may at any time grant to one or more banks or other Persons (each a "Participant") participating interests in its portion of the Loans. In no event shall a Participant constitute a Bank for purposes hereof, except that any Participant that is chartered under the Farm Credit Act of 1971, as amended, shall be deemed to be a Bank hereunder solely for purposes of voting rights. In the event of any such grant by a Bank of a participating interest to a Participant, whether or not upon notice to the Company and the Administrative Agent, such Bank shall remain responsible for the performance of its obligations hereunder, and the Company and the Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations hereunder. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Company hereunder and under any other Loan Document including, without limitation, the right to approve any amendment, modification, or waiver of any provision of this Agreement or any other Loan Document; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment, or waiver of this Agreement described in the proviso in Section 10.01 without the consent of the Participant. All Loans that are made by CoBank and that are retained for its own account and are not included in any grants of participation interests shall be entitled to patronage distributions in accordance with the bylaws of CoBank and its practices and procedures related to patronage distributions. Accordingly, all Loans that are included in a grant of participation interest of CoBank shall not be entitled to patronage distributions. Any Bank may at any time assign to one or more banks or other Persons (each an "Assignee") a proportionate part of all of its rights and obligations under this Agreement and its Note, and such Assignee shall assume such rights and obligations, pursuant to an Assignment and Assumption Agreement executed by such Assignee and the Bank, in substantially the form of Exhibit H, with and subject to the consent of the Administrative Agent and the Company (which consent of the Company and the Administrative Agent will not be unreasonably withheld or delayed) provided, that: (1) during the occurrence and continuance of any Potential Default or Event of Default neither the consent of the Administrative Agent nor the consent of the Company shall be required for such assignment; (2) if the Assignee of any Bank is an affiliate of such Bank, neither the consent of the Administrative Agent nor the consent of the Company shall be required for such assignment; (3) the minimum amount that may be assigned shall be $10,000,000, except in the case of any assignment of a Bank's entire Commitment or in the case of any assignment from one Bank to another Bank; (4) the assigning Bank or Assignee shall pay the Administrative Agent a processing and recordation fee of Three Thousand Five Hundred Dollars ($3,500), except in the case of any assignment from one Bank to another Bank; and (5) no assignment shall be made hereunder unless in conjunction therewith the assigning Bank shall have assigned a proportionate part (based upon the percentage of the assigning Bank's aggregate Commitment being assigned hereunder) of all of its rights and obligations as lender under the Statesman Credit Facility. Upon execution and delivery of such instrument and payment by such Assignee to the assigning Bank of an amount equal to the purchase price agreed between the Bank and such Assignee, such Assignee shall be a Bank under this Agreement and shall have all the rights and obligations of a Bank with the Commitments as set forth in such Assignment and Assumption Agreement, and the assigning Bank 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 paragraph, a new Note or Notes shall be issued by the Company. If the Assignee is not incorporated under the laws of the United States of America or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to the Company and the Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 9.12. Any Bank may at any time assign all or any portion of its rights under this Agreement and its Note to a Federal Reserve Bank. No such assignment shall release the transferor Bank from its obligations hereunder. The Company agrees to provide all assistance reasonably requested by a Bank to enable such Bank either to sell participations in or make assignments of its portion of the Loans as permitted by this Section 10.04. The Banks will not disclose any confidential information about the Company to any potential assignee or participant without the consent of the Administrative Agent and the Company, which consent will not be unreasonably withheld by the Company.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Southern States Cooperative Inc), Revolving Credit Agreement (Southern States Capital Trust I)
Assignment; Participation. This All of the terms and provisions of this Agreement shall inure to the benefit of and be binding upon, upon and be enforceable by the parties and their respective successors and assigns and shall inure to the benefit of, the Company, the Administrative Agent, the Banks of and their respective successors and permitted assignsbe enforceable by any holder of notes executed hereunder. The Company may not assign or transfer its rights or obligations hereunder. Any Bank may at any time grant pledge or assign all or any portion of its rights under the Loan Documents, including any portion of any note evidencing the Obligations, to any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or assignment or enforcement thereof shall release the Bank from its obligations under any of the Loan Documents. The Bank shall have the unrestricted right at any time or from time to time, and without the Borrower’s or any Guarantor’s consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other Persons financial institutions (each a "Participant") participating interests in its portion of the Loans. In no event shall a Participant constitute a Bank for purposes hereof, except that any Participant that is chartered under the Farm Credit Act of 1971, as amended, shall be deemed to be a Bank hereunder solely for purposes of voting rights. In the event of any such grant by a Bank of a participating interest to a Participant, whether or not upon notice to the Company and the Administrative Agent, such Bank shall remain responsible for the performance of its obligations hereunderan “Assignee”), and the Company Borrower and each Guarantor agree that it shall execute such documents, including without limitation, amendments to this Agreement and to any other Loan Documents, as the Bank shall deem necessary to effect the foregoing. In addition, at the request of the Bank and any such Assignee, the Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if the Bank has retained any of its rights and obligations hereunder following such assignment, to the Bank, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by the Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and the Administrative Agent shall continue Bank after giving effect to deal solely such assignment. Upon the execution and directly with such delivery of appropriate assignment documentation, amendments, and any other documentation required by the Bank in connection with such Bank's rights and obligations hereunder. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Company hereunder and under any other Loan Document including, without limitation, the right to approve any amendment, modification, or waiver of any provision of this Agreement or any other Loan Document; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment, or waiver of this Agreement described in the proviso in Section 10.01 without the consent of the Participant. All Loans that are made by CoBank and that are retained for its own account and are not included in any grants of participation interests shall be entitled to patronage distributions in accordance with the bylaws of CoBank and its practices and procedures related to patronage distributions. Accordingly, all Loans that are included in a grant of participation interest of CoBank shall not be entitled to patronage distributions. Any Bank may at any time assign to one or more banks or other Persons (each an "Assignee") a proportionate part of all of its rights and obligations under this Agreement and its Noteassignment, and such Assignee shall assume such rights and obligations, pursuant to an Assignment and Assumption Agreement executed by such Assignee and the Bank, in substantially the form of Exhibit H, with and subject to the consent of the Administrative Agent and the Company (which consent of the Company and the Administrative Agent will not be unreasonably withheld or delayed) provided, that: (1) during the occurrence and continuance of any Potential Default or Event of Default neither the consent of the Administrative Agent nor the consent of the Company shall be required for such assignment; (2) if the Assignee of any Bank is an affiliate of such Bank, neither the consent of the Administrative Agent nor the consent of the Company shall be required for such assignment; (3) the minimum amount that may be assigned shall be $10,000,000, except in the case of any assignment of a Bank's entire Commitment or in the case of any assignment from one Bank to another Bank; (4) the assigning Bank or Assignee shall pay the Administrative Agent a processing and recordation fee of Three Thousand Five Hundred Dollars ($3,500), except in the case of any assignment from one Bank to another Bank; and (5) no assignment shall be made hereunder unless in conjunction therewith the assigning Bank shall have assigned a proportionate part (based upon the percentage of the assigning Bank's aggregate Commitment being assigned hereunder) of all of its rights and obligations as lender under the Statesman Credit Facility. Upon execution and delivery of such instrument and payment by such Assignee to the assigning Bank of an amount equal to the purchase price agreed between to by the Bank and such Assignee, such Assignee shall be a Bank under party to this Agreement and shall have all of the rights and obligations of a the Bank with hereunder (and under any and all of the Commitments as set forth in other Loan Documents) to the extent that such Assignment rights and Assumption Agreementobligations have been assigned by the Bank pursuant to the assignment documentation between the Bank and such Assignee, and the assigning Bank shall be released from its obligations hereunder and thereunder to a corresponding extent, and no further consent or action by any party . The Bank shall be required. Upon have the consummation of any assignment pursuant to this paragraph, a new Note or Notes shall be issued by the Company. If the Assignee is not incorporated under the laws of the United States of America or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to the Company and the Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 9.12. Any Bank may unrestricted right at any time assign all and from time to time, and without the consent of or notice to the Borrower or any portion Guarantor, to grant to one or more banks or other financial institutions (each a “Participant”) participating interests in the Bank’s obligation to lend hereunder and/or any or all of the Obligations. In the event of any such grant by the Bank of a participating interest to Participant, whether or not upon notice to the Borrower, the Bank shall remain responsible for the performance of its obligations hereunder and the Borrower shall continue to deal solely and directly with the Bank in connection with the Bank’s rights under this Agreement and its Note to a Federal Reserve Bank. No such assignment shall release the transferor Bank from its obligations hereunder. The Company agrees Bank may furnish any information concerning the Borrower in its possession from time to provide all assistance reasonably requested by a time to prospective Assignees and Participants, provided that the Bank shall require any such prospective Assignee or Participant to enable agree in writing to maintain the confidentiality of such Bank either to sell participations in or make assignments of its portion of the Loans as permitted by this Section 10.04. The Banks will not disclose any confidential information about the Company to any potential assignee or participant without the consent of the Administrative Agent and the Company, which consent will not be unreasonably withheld by the Companyinformation.
Appears in 2 contracts
Samples: Credit Facility Agreement (Document Security Systems Inc), Credit Facility Agreement (Document Security Systems Inc)
Assignment; Participation. This Agreement shall be binding upon, and shall inure to the benefit of, the CompanyBorrower, the Administrative Agent, the Banks and their respective successors and permitted assigns. The Company Borrower may not assign or transfer its rights or obligations hereunder. Any Subject to the provisions of Section 10.14, any Bank may at any time grant to one or more banks or other Persons institutions (each a "Participant") participating interests in its portion Loan (each a "Participation") subject to the consent of the Loans. In no event Fleet and PNC, which consents shall a Participant constitute a Bank for purposes hereofnot be unreasonably withheld or delayed, except and provided that any Participant that is chartered under the Farm Credit Act of 1971, as amended, such Participation shall be deemed to be a Bank hereunder solely for purposes in the minimum amount of voting rightsTen Million Dollars ($10,000,000). In the event of any such grant by a Bank of a participating interest Participation to a Participant, whether or not upon notice to the Company and the Borrower or Administrative AgentAgent was given notice, such Bank shall remain responsible for the performance of its obligations hereunder, and the Company Borrower and the Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations hereunder. Any agreement pursuant to which any Bank may grant such a participating interest Participation shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Company Borrower hereunder and under any other Loan Document including, without limitation, the right to approve any amendment, modification, modification or waiver of any provision of this Agreement or any other Loan Document; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment, amendment or waiver of this Agreement described in the proviso in Section 10.01 12.02 without the consent of the Participant. All Loans that are made by CoBank and that are retained for its own account and are not included Subject to the provisions of Section 10.14, any Bank having a Loan Commitment in any grants of participation interests shall be entitled an amount equal to patronage distributions in accordance with the bylaws of CoBank and its practices and procedures related to patronage distributions. Accordingly, all Loans that are included in a grant of participation interest of CoBank shall not be entitled to patronage distributions. Any Bank or exceeding Fifteen Million Dollars ($15,000,000) may at any time assign to any bank or other institution, with the acknowledgment of Administrative Agent and the consent of Fleet, PNC and, provided there exists no Event of Default, of Borrower, which consents shall not be unreasonably withheld or delayed (such assignee, a "Consented Assignee"), or to one or more banks or other Persons (each an "Assignee") a proportionate part of all of its rights and obligations under this Agreement and its Note, and such Assignee shall assume such rights and obligations, pursuant to an Assignment and Assumption Agreement executed by such Assignee and the Bank, in substantially the form of Exhibit H, with and subject to the consent of the Administrative Agent and the Company (institutions which consent of the Company and the Administrative Agent will not be unreasonably withheld or delayed) provided, that: (1) during the occurrence and continuance of any Potential Default or Event of Default neither the consent of the Administrative Agent nor the consent of the Company shall be required for such assignment; (2) if the Assignee of any Bank is an affiliate of such Bank, neither the consent of the Administrative Agent nor the consent of the Company shall be required for such assignment; (3) the minimum amount that may be assigned shall be $10,000,000, except in the case of any assignment of a Bank's entire Commitment or in the case of any assignment from one Bank to another Bank; (4) the assigning Bank or Assignee shall pay the Administrative Agent a processing and recordation fee of Three Thousand Five Hundred Dollars ($3,500), except in the case of any assignment from one Bank to another Bank; and (5) no assignment shall be made hereunder unless in conjunction therewith the assigning Bank shall have assigned a proportionate part (based upon the percentage of the assigning Bank's aggregate Commitment being assigned hereunder) of all of its rights and obligations as lender under the Statesman Credit Facility. Upon execution and delivery of such instrument and payment by such Assignee to the assigning Bank of an amount equal to the purchase price agreed between the Bank and such Assignee, such Assignee shall be a Bank under this Agreement and shall have all the rights and obligations are majority owned subsidiaries of a Bank with the Commitments as set forth in such Assignment and Assumption Agreement, and the assigning Bank 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 paragraph, a new Note or Notes shall be issued by the Company. If the Assignee is not incorporated under the laws of the United States of America or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to the Company and the Administrative Agent certification as to exemption from deduction or withholding Parent of any United States federal income taxes in accordance with Section 9.12. Any Bank may at any time assign all or any portion of its rights under this Agreement and its Note to a Federal Reserve Bank. No such assignment shall release the transferor Bank from its obligations hereunder. The Company agrees to provide all assistance reasonably requested by a Bank to enable such Bank either to sell participations in (each Consented Assignee or make assignments of its portion of the Loans as permitted by this Section 10.04. The Banks will not disclose any confidential information about the Company to any potential assignee subsidiary bank or participant without the consent of the Administrative Agent and the Companyinstitution, which consent will not be unreasonably withheld by the Company.an
Appears in 2 contracts
Samples: Loan Agreement (Taubman Centers Inc), Loan Agreement (Taubman Realty Group LTD Partnership)
Assignment; Participation. This Agreement shall be binding upon, and shall inure to the benefit of, the CompanyCo-Borrowers, the Administrative Agent, the Banks and their respective successors and permitted assigns. The Company , except that the Co-Borrowers may not assign or transfer its their rights or obligations hereunder. Any Each Bank may at any time grant to one or more banks or other Persons (each a "Participant") participating interests sell participations in its portion of the Loans. In no event shall a Participant constitute a Bank for purposes hereofor, except that any Participant that is chartered under the Farm Credit Act of 1971, as amended, shall be deemed to be a Bank hereunder solely for purposes of voting rights. In the event of any such grant by a Bank of a participating interest to a Participant, whether or not upon notice to the Company and the Administrative Agent, such Bank shall remain responsible for the performance of its obligations hereunder, and the Company and the Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations hereunder. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Company hereunder and under any other Loan Document including, without limitation, the right to approve any amendment, modification, or waiver of any provision of this Agreement or any other Loan Document; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment, or waiver of this Agreement described in the proviso in Section 10.01 without the consent of the Participant. All Loans that are made by CoBank and that are retained for its own account and are not included in Agent, assign all or any grants part of participation interests shall be entitled any Loan to patronage distributions in accordance with the bylaws of CoBank and its practices and procedures related to patronage distributions. Accordingly, all Loans that are included in a grant of participation interest of CoBank shall not be entitled to patronage distributions. Any Bank may at any time assign to one or more banks another bank or other Persons (each an "Assignee") a proportionate part of all of its rights and obligations under this Agreement and its Note, and such Assignee shall assume such rights and obligations, pursuant to an Assignment and Assumption Agreement executed by such Assignee and the Bankentity, in substantially the form of Exhibit H, with and subject to the consent of the Administrative Agent and the Company which event (which consent of the Company and the Administrative Agent will not be unreasonably withheld or delayeda) provided, that: (1) during the occurrence and continuance of any Potential Default or Event of Default neither the consent of the Administrative Agent nor the consent of the Company shall be required for such assignment; (2) if the Assignee of any Bank is an affiliate of such Bank, neither the consent of the Administrative Agent nor the consent of the Company shall be required for such assignment; (3) the minimum amount that may be assigned shall be $10,000,000, except in the case of any assignment of a Bank's entire Commitment or in an assignment, upon notice thereof by the case of any assignment from one Bank to another Bank; the Co-Borrowers with a copy to the Agent, the assignee shall have, to the extent of such assignment (4) the assigning Bank or Assignee shall pay the Administrative Agent a processing and recordation fee of Three Thousand Five Hundred Dollars ($3,500unless otherwise provided therein), except in the case of any assignment from one Bank to another Bank; and (5) no assignment shall be made hereunder unless in conjunction therewith the assigning Bank shall have assigned a proportionate part (based upon the percentage of the assigning Bank's aggregate Commitment being assigned hereunder) of all of its rights same rights, benefits and obligations as lender under it would have if it were a Bank hereunder and, to the Statesman Credit Facility. Upon execution and delivery extent of such instrument and payment by such Assignee to assignment, the assigning Bank of an amount equal to the purchase price agreed between the Bank and such Assignee, such Assignee shall be a Bank under this Agreement and shall have all the rights and obligations of a Bank with the Commitments as set forth in such Assignment and Assumption Agreement, and the assigning Bank assignor shall be released from its obligations hereunder; and (b) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Co-Borrowers hereunder shall be determined as if such Bank had not sold such participation. If any Bank assigns all or part of its Commitments hereunder, (i) the parties to such Assignment shall execute an Assignment and Acceptance Agreement in the form of Exhibit F hereto, (ii) the Co-Borrowers shall execute new Notes in favor of the Banks in accordance with the new allocations after giving effect to the assignment and (iii) the parties to such assignment shall pay to the Agent a processing and recording fee of $1,500 plus the reasonable costs and expenses of the Agent's counsel. The agreement executed by such Bank in favor of the participant shall not give the participant the right to require such Bank to take or omit to take any action hereunder except action directly relating to (i) the extension of a payment date with respect to any portion of the principal of or interest on any amount outstanding hereunder allocated to such participant, (ii) the reduction of the principal amount outstanding hereunder or (iii) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a corresponding extentrate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such Bank. Such Bank may furnish any information concerning the Co-Borrowers and no further consent the Guarantors in the possession of such Bank from time to time to assignees and participants (including prospective assignees and participants). Notwithstanding the foregoing, or action any other provision of this Agreement, the Agent agrees that it shall not permit its Commitment Proportion to be less than 50% unless, in the Agent's sole judgment, it is required to do so by any party shall be required. Upon the consummation law, rule, regulation or order of any assignment pursuant to this paragraph, a new Note or Notes shall be issued by the Company. If the Assignee is not incorporated under the laws of the United States of America or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to the Company and the Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 9.12. Any Bank may at any time assign all or any portion of its rights under this Agreement and its Note to a Federal Reserve Bank. No such assignment shall release the transferor Bank from its obligations hereunder. The Company agrees to provide all assistance reasonably requested by a Bank to enable such Bank either to sell participations in or make assignments of its portion of the Loans as permitted by this Section 10.04. The Banks will not disclose any confidential information about the Company to any potential assignee or participant without the consent of the Administrative Agent and the Company, which consent will not be unreasonably withheld by the Companygovernmental authority having jurisdiction over it.
Appears in 2 contracts
Samples: Security Agreement (PDK Labs Inc), Security Agreement (Futurebiotics Inc)
Assignment; Participation. This Agreement shall be binding upon, and shall inure to the benefit of, the Company, Borrowers and the Administrative Agent, the Banks Lender and their respective successors and permitted assigns. The Company , except that the Borrowers may not assign or transfer its rights or obligations hereunder. Any Bank The Lender may at assign, or sell participations in, all or any time grant part of the Obligations (including all or a portion of its Commitment) owing to one or more banks the Lender to another Lender or other Persons (each a "Participant") participating interests in its portion of the Loans. In no event shall a Participant constitute a Bank for purposes hereof, except that any Participant that is chartered under the Farm Credit Act of 1971, as amended, shall be deemed to be a Bank hereunder solely for purposes of voting rights. In the event of any such grant by a Bank of a participating interest to a Participant, whether or not upon notice to the Company and the Administrative Agent, such Bank shall remain responsible for the performance of its obligations hereunder, and the Company and the Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations hereunder. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Company hereunder and under any other Loan Document including, without limitation, the right to approve any amendment, modification, or waiver of any provision of this Agreement or any other Loan Document; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment, or waiver of this Agreement described in the proviso in Section 10.01 without the consent of the Participant. All Loans that are made by CoBank and that are retained for its own account and are not included in any grants of participation interests shall be entitled to patronage distributions in accordance with the bylaws of CoBank and its practices and procedures related to patronage distributions. Accordingly, all Loans that are included in a grant of participation interest of CoBank shall not be entitled to patronage distributions. Any Bank may at any time assign to one or more banks or other Persons (each an "Assignee") a proportionate part of all of its rights and obligations under this Agreement and its Note, and such Assignee shall assume such rights and obligations, pursuant to an Assignment and Assumption Agreement executed by such Assignee and the Bankentity, in substantially the form of Exhibit H, with and subject to the consent of the Administrative Agent and the Company which event (which consent of the Company and the Administrative Agent will not be unreasonably withheld or delayeda) provided, that: (1) during the occurrence and continuance of any Potential Default or Event of Default neither the consent of the Administrative Agent nor the consent of the Company shall be required for such assignment; (2) if the Assignee of any Bank is an affiliate of such Bank, neither the consent of the Administrative Agent nor the consent of the Company shall be required for such assignment; (3) the minimum amount that may be assigned shall be $10,000,000, except in the case of any an assignment, upon notice thereof by the Lender to the Borrowers, the assignee shall have, to the extent of such assignment of a Bank's entire Commitment or (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it were the Lender hereunder; and (b) in the case of a participation, the participant shall have no rights under the Facility Documents. The agreement executed by the Lender in favor of the participant shall not give the participant the right to require the Lender to take or omit to take any assignment from one Bank action hereunder except action directly relating to another Bank; (4i) the assigning Bank or Assignee shall pay the Administrative Agent extension of a processing and recordation fee of Three Thousand Five Hundred Dollars ($3,500), except in the case of payment date with respect to any assignment from one Bank to another Bank; and (5) no assignment shall be made hereunder unless in conjunction therewith the assigning Bank shall have assigned a proportionate part (based upon the percentage portion of the assigning Bank's aggregate Commitment being assigned hereunderprincipal of or interest on any amount outstanding hereunder allocated to such participant, (ii) the reduction of all the principal amount outstanding hereunder or (iii) the reduction of its rights and obligations as lender under the Statesman Credit Facility. Upon execution and delivery rate of interest payable on such instrument and payment by such Assignee to the assigning Bank amount or any amount of an amount equal to the purchase price agreed between the Bank and such Assignee, such Assignee shall be a Bank under this Agreement and shall have all the rights and obligations of a Bank with the Commitments as set forth in such Assignment and Assumption Agreement, and the assigning Bank shall be released from its obligations fees payable hereunder to a corresponding extentrate or amount, and no further consent or action by as the case may be, below that which the participant is entitled to receive under its agreement with the Lender. The Lender may furnish any party shall be required. Upon information concerning the consummation of any assignment pursuant to this paragraph, a new Note or Notes shall be issued by Borrowers in the Company. If the Assignee is not incorporated under the laws possession of the United States of America or a state thereof, it shall, prior Lender from time to time to assignees and participants (including prospective assignees and participants); provided that the first date on which interest or fees are payable hereunder for its account, deliver to the Company and the Administrative Agent certification as to exemption from deduction or withholding of Lender shall require any United States federal income taxes in accordance with Section 9.12. Any Bank may at any time assign all or any portion of its rights under this Agreement and its Note to a Federal Reserve Bank. No such assignment shall release the transferor Bank from its obligations hereunder. The Company agrees to provide all assistance reasonably requested by a Bank to enable such Bank either to sell participations in or make assignments of its portion of the Loans as permitted by this Section 10.04. The Banks will not disclose any confidential information about the Company to any potential prospective assignee or such participant without (prospective or otherwise) to agree in writing to maintain the consent confidentiality of the Administrative Agent and the Company, which consent will not be unreasonably withheld by the Companysuch information.
Appears in 2 contracts
Samples: Security and Pledge Agreement (Geotek Communications Inc), Credit Agreement (Chatterjee Purnendu)
Assignment; Participation. This Agreement shall be binding upon, and shall inure to the benefit of, the CompanyBorrower, the Administrative Agent, the Banks and their respective successors and permitted assigns. The Company Borrower may not assign or transfer its rights or obligations hereunder. Any Subject to the provisions of Section 10.14, any Bank may at any time grant to one or more banks or other Persons institutions (each a "Participant") participating interests in its portion Loan (the "Participations") subject to Borrower's consent, provided there exists no Event of the Loans. In no event Default, which consent shall a Participant constitute a Bank for purposes hereof, except that any Participant that is chartered under the Farm Credit Act of 1971, as amended, shall not be deemed to be a Bank hereunder solely for purposes of voting rightsunreasonably withheld or delayed. In the event of any such grant by a Bank of a participating interest to a Participant, whether or not upon notice to the Company and Borrower or the Administrative AgentAgent was given notice, such Bank shall remain responsible for the performance of its obligations hereunder, and the Company Borrower and the Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations hereunder. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Company Borrower hereunder and under any other Loan Document including, without limitation, the right to approve any amendment, modification, modification or waiver of any provision of this Agreement or any other Loan Document; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment, amendment or waiver of this Agreement described in the proviso in Section 10.01 12.02 without the consent of the Participant. All Loans that are made by CoBank and that are retained for its own account and are not included Subject to the provisions of Section 10.14, any Bank having a Loan Commitment in any grants of participation interests shall be entitled to patronage distributions in accordance with the bylaws of CoBank and its practices and procedures related to patronage distributions. Accordingly, all Loans that are included in a grant of participation interest of CoBank shall not be entitled to patronage distributions. Any Bank an amount exceeding Fifteen Million Dollars ($15,000,000) may at any time assign to any bank or other institution with the acknowledgment of the Administrative Agent and, provided there exists no Event of Default, the consent of Borrower, which consent shall not be unreasonably withheld or delayed (such assignee, a "Consented Assignee"), or to one or more banks or other Persons institutions which are majority owned subsidiaries of a Bank or to the Parent of a Bank (each Consented Assignee or subsidiary bank or institution, an "Assignee") all, or a proportionate part of all all, of its rights and obligations under this Agreement and its Note, and such Assignee shall assume such rights and obligations, pursuant to an Assignment and Assumption Agreement executed by such Assignee and the assigning Bank, provided that, in substantially the form of Exhibit Heach case, with and subject after giving effect to the consent of the Administrative Agent and the Company (which consent of the Company and the Administrative Agent will not be unreasonably withheld or delayed) provided, that: (1) during the occurrence and continuance of any Potential Default or Event of Default neither the consent of the Administrative Agent nor the consent of the Company shall be required for such assignment; (2) if , the Assignee of any Bank is an affiliate of such BankAssignee's Loan Commitment, neither the consent of the Administrative Agent nor the consent of the Company shall be required for such assignment; (3) the minimum amount that may be assigned shall be $10,000,000and, except in the case of any assignment of a Bank's entire Commitment or in the case of any assignment from one Bank to another Bank; (4) the assigning Bank or Assignee shall pay the Administrative Agent a processing and recordation fee of Three Thousand Five Hundred Dollars ($3,500)partial assignment, except in the case of any assignment from one Bank to another Bank; and (5) no assignment shall be made hereunder unless in conjunction therewith the assigning Bank shall have assigned a proportionate part (based upon the percentage of the assigning Bank's aggregate Commitment being assigned hereunder) of all of its rights and obligations as lender under the Statesman Credit FacilityLoan Commitment, each will be equal to or greater than Five Million Dollars ($5,000,000). Upon (i) execution and delivery of such instrument and instrument, (ii) payment by such Assignee to the assigning Bank of an amount equal to the purchase price agreed between the Bank and such AssigneeAssignee and (iii) payment by such Assignee to Administrative Agent of a fee, for Administrative Agent's own account, in the amount of $2,500, on account of Administrative Agent's fees and expenses in connection with such assignment, such Assignee shall be a Bank under Party to this Agreement and shall have all the rights and obligations of a Bank with the Commitments as set forth in such Assignment and Assumption Agreement, and the assigning Bank 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 paragraph, a new Note or substitute Ratable Loan Notes shall be issued to the assigning Bank and Assignee by Borrower, in exchange for the Companyreturn of the original Ratable Loan Note. The obligations evidenced by such substitute notes shall constitute "Obligations" for all purposes of this Agreement and the other Loan Documents. If the Assignee is not incorporated under the laws of the United States of America or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to the Company Borrower and the Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 9.1210.13. Any Bank may at any time assign all or any portion of its rights under this Agreement and its Note to a Federal Reserve Bank. No such assignment shall release the transferor Bank from its obligations hereunder. The Company Borrower recognizes that in connection with a Bank's selling of Participations or making of assignments, any or all documentation, financial statements, appraisals and other data, or copies thereof, relevant to Borrower or the Loans may be exhibited to and retained by any such Participant or assignee or prospective Participant or assignee. In addition, such documentation etc. may be exhibited to and retained by Affiliates of a Bank. In connection with a Bank's delivery of any financial statements and appraisals to any such Participant or assignee or prospective Participant or assignee, such Bank shall also deliver its standard confidentiality statement indicating that the same are delivered on a confidential basis. Borrower agrees to provide all assistance reasonably requested by a Bank to enable such Bank either to sell participations in Participations or make assignments of its portion of the Loans Loan as permitted by this Section 10.04Section. The Banks will not disclose any confidential information about the Company Each Bank agrees to any potential assignee or participant without the consent provide Borrower with notice of the Administrative Agent and the Company, which consent will not be unreasonably withheld all Participations sold by the Companysuch Bank.
Appears in 2 contracts
Samples: Revolving Loan Agreement (Taubman Realty Group LTD Partnership), Revolving Loan Agreement (Taubman Centers Inc)
Assignment; Participation. This Agreement shall be binding upon, and shall inure to the benefit of, the Companyeach Borrower, the TRG, Administrative Agent, the Banks and their respective successors and permitted assigns. The Company No Borrower Party may not assign or transfer its rights or obligations hereunder. Any Bank may at any time grant to one or more banks or other Persons institutions (each each, a "“Participant"”) participating interests in its portion Loan (each, a “Participation”) subject, provided there exists no Event of the Loans. In no event Default, to Borrowers’ consent, which consent shall a Participant constitute a Bank for purposes hereof, except that any Participant that is chartered under the Farm Credit Act of 1971, as amended, shall not be deemed to be a Bank hereunder solely for purposes of voting rightsunreasonably withheld or delayed. In the event of any such grant by a Bank of a participating interest to a ParticipantParticipation, whether or not upon notice to the Company and the Borrowers or Administrative AgentAgent was given notice, such Bank shall remain responsible for the performance of its obligations hereunder, and the Company Borrowers and the Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank's ’s rights and obligations hereunder. Any agreement pursuant to which any Bank may grant such a participating interest Participation shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Company Borrowers hereunder and under any other Loan Document Document, including, without limitation, the right to approve any amendment, modification, modification or waiver of any provision of this Agreement or any other Loan Document; provided provided, however, that such participation agreement may provide that such Bank will not agree to any modification, amendment, amendment or waiver of this Agreement described in clauses (1) through (6) in the proviso in first paragraph of Section 10.01 12.02 without the consent of the Participant. All Loans that are made by CoBank and that are retained for its own account and are not included in any grants of participation interests shall be entitled to patronage distributions in accordance with the bylaws of CoBank and its practices and procedures related to patronage distributions. Accordingly, all Loans that are included in a grant of participation interest of CoBank shall not be entitled to patronage distributions. Any Bank may at any time assign to one or more banks any bank or other Persons institution (each an "“Assignee"”) with the consent of Administrative Agent and, so long as no Event of Default exists, of Borrowers, which consents shall not be unreasonably withheld or delayed, all, or a proportionate part of all all, of its rights and obligations under this Agreement and its NoteNote(s), and such Assignee shall assume such rights and obligations, pursuant to an Assignment and Assumption Agreement executed by such Assignee and the assigning Bank, provided that, in substantially each case, after giving effect to such assignment, the form Assignee’s Loan Commitment, and, in the case of Exhibit Ha partial assignment, with and subject the assigning Bank’s Loan Commitment, each will be equal to the or greater than $10,000,000. No consent of the Borrowers or Administrative Agent and the Company (which consent of the Company and the Administrative Agent will not be unreasonably withheld or delayed) provided, that: (1) during the occurrence and continuance of any Potential Default or Event of Default neither the consent of the Administrative Agent nor the consent of the Company shall be required for any assignment to a bank or other institution that is already a Bank. Additionally, no such assignment; (2consent(s) if shall be required for the Assignee of any assignment by a Bank is an affiliate to one or more banks or other institutions which are Affiliates of such Bank, neither the consent of the Administrative Agent nor the consent of the Company shall be required for such assignment; (3) the minimum amount that may be assigned shall be $10,000,000, except but in the case event of any such assignment of a Bank's entire Commitment or in the case of any assignment from one Bank to another Bank; (4without such consent(s) the assigning Bank or Assignee shall pay the Administrative Agent a processing and recordation fee of Three Thousand Five Hundred Dollars ($3,500), except in the case of any assignment from one Bank to another Bank; and (5) no assignment shall not be made hereunder unless in conjunction therewith the assigning Bank shall have assigned a proportionate part (based upon the percentage of the assigning Bank's aggregate Commitment being assigned hereunder) of all released of its rights and obligations as lender under with respect to the Statesman Credit Facilityassigned Loan Commitment. Upon (i) execution and delivery of such instrument and instrument, (ii) payment by such Assignee to the assigning Bank of an amount equal to the purchase price agreed between the Bank and such AssigneeAssignee and (iii) payment by such Assignee to Administrative Agent of a fee, for Administrative Agent’s own account, in the amount of $3,500 and payment of the reasonable legal fees necessary for the preparation and execution of a Note and other documents needed to effectuate such assignment, such Assignee shall be a Bank under Party to this Agreement and shall have all the rights and obligations of a Bank with the Commitments as set forth in such Assignment and Assumption Agreement, and the assigning Bank shall be released from its obligations hereunder to a corresponding extentextent (except as otherwise set forth above), and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this paragraph, a new Note or substitute Notes shall be issued to the assigning Bank (in the case of a partial assignment) and Assignee by the Companyapplicable Borrowers, in exchange for the return of the original Note(s). The obligations evidenced by such substitute Notes shall constitute “Obligations” for all purposes of this Agreement and the other Loan Documents and shall be secured by the Mortgages. In connection with the applicable Borrower’s execution of substitute Notes as aforesaid, such Borrower shall deliver to Administrative Agent such evidence of the due authorization, execution and delivery of the substitute Notes and any related documents as Administrative Agent may reasonably request. If the Assignee is not incorporated under the laws Laws of the United States of America or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to the Company Borrowers and the Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 9.1210.13. No Bank may assign its rights hereunder or any part thereof to any Borrower or any Affiliate of any Borrower. Any Bank may at any time freely assign all or any portion of its rights under this Agreement and its Note Notes to a Federal Reserve Bank. No such assignment shall release the transferor Bank from its obligations hereunder. The Company Each Borrower recognizes that in connection with a Bank’s selling of Participations or making of assignments, any or all documentation, financial statements, appraisals and other data, or copies thereof, relevant to any Borrower or the Loans may be exhibited to and retained by any such Participant or Assignee or prospective Participant or Assignee. In addition, such documentation etc. may be exhibited to and retained by Affiliates of a Bank. In connection with a Bank’s delivery of any financial statements and appraisals to any such Participant or Assignee or prospective Participant or Assignee, such Bank shall also deliver its standard confidentiality statement indicating that the same are delivered on a confidential basis. Each Borrower agrees to provide all assistance reasonably requested by a Bank to enable such Bank either to sell participations in Participations or make assignments of its portion of the Loans Loan as permitted by this Section 10.04Section. The Banks will not disclose any confidential information about Each Bank agrees to provide the Company to any potential assignee or participant without the consent applicable Borrowers with notice of the Administrative Agent and the Company, which consent will not be unreasonably withheld all Participations sold by the Companysuch Bank.
Appears in 2 contracts
Samples: Assignment and Assumption Agreement (Taubman Centers Inc), Assignment and Assumption Agreement (Taubman Centers Inc)
Assignment; Participation. This Bank shall have the unrestricted right at any time or from time to time, and without Borrower's or any Guarantor's consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each, an "Assignee"), and Borrower and each Guarantor agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Agreement and to any other documents, instruments and agreements executed in connection herewith as Bank shall deem necessary to effect the foregoing. In addition, at the request of Bank and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Bank has retained any of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes shall be binding uponissued in replacement of, and shall inure to the benefit but not in discharge of, the Companyliability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by Bank in connection with such assignment, and the Administrative Agentpayment by Assignee of the purchase price agreed to by Bank and such Assignee, such Assignee shall be a party to this Agreement and shall have all of the Banks rights and their respective successors obligations of Bank hereunder (and permitted assignsunder any and all other guaranties, documents, instruments and agreements executed in connection herewith) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assignee, and Bank shall be released from its obligations hereunder and thereunder to a corresponding extent. The Company Borrower may not assign or transfer furnish any information concerning Borrower in its rights or obligations hereunderpossession from time to time to prospective Assignees, provided that Bank shall require any such prospective Assignees to agree in writing to maintain the confidentiality of such information. Any Bank may shall also have the unrestricted right at any time and from time to time, and without the consent of or notice to Borrower or any Guarantor, to grant to one or more banks or other Persons financial institutions (each each, a "Participant") participating interests in its portion Bank's obligation to lend hereunder and/or any or all of the Loans. In no event shall a Participant constitute a Loans held by Bank for purposes hereof, except that any Participant that is chartered under the Farm Credit Act of 1971, as amended, shall be deemed to be a Bank hereunder solely for purposes of voting rightshereunder. In the event of any such grant by a Bank of a participating interest to a Participant, whether or not upon notice to the Company and the Administrative AgentBorrower, such Bank shall remain responsible for the performance of its obligations hereunder, hereunder and the Company and the Administrative Agent Borrower shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations hereunder. Any agreement pursuant to which any Bank may grant such a participating interest shall provide furnish any information concerning Borrower in its possession from time to time to prospective Participants, provided that such Bank shall retain require any such prospective Participant to agree in writing to maintain the sole right and responsibility to enforce the obligations of the Company hereunder and under any other Loan Document including, without limitation, the right to approve any amendment, modification, or waiver of any provision of this Agreement or any other Loan Document; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment, or waiver of this Agreement described in the proviso in Section 10.01 without the consent of the Participant. All Loans that are made by CoBank and that are retained for its own account and are not included in any grants of participation interests shall be entitled to patronage distributions in accordance with the bylaws of CoBank and its practices and procedures related to patronage distributions. Accordingly, all Loans that are included in a grant of participation interest of CoBank shall not be entitled to patronage distributions. Any Bank may at any time assign to one or more banks or other Persons (each an "Assignee") a proportionate part of all of its rights and obligations under this Agreement and its Note, and such Assignee shall assume such rights and obligations, pursuant to an Assignment and Assumption Agreement executed by such Assignee and the Bank, in substantially the form of Exhibit H, with and subject to the consent of the Administrative Agent and the Company (which consent of the Company and the Administrative Agent will not be unreasonably withheld or delayed) provided, that: (1) during the occurrence and continuance of any Potential Default or Event of Default neither the consent of the Administrative Agent nor the consent of the Company shall be required for such assignment; (2) if the Assignee of any Bank is an affiliate confidentiality of such Bank, neither the consent of the Administrative Agent nor the consent of the Company shall be required for such assignment; (3) the minimum amount that may be assigned shall be $10,000,000, except in the case of any assignment of a Bank's entire Commitment or in the case of any assignment from one Bank to another Bank; (4) the assigning Bank or Assignee shall pay the Administrative Agent a processing and recordation fee of Three Thousand Five Hundred Dollars ($3,500), except in the case of any assignment from one Bank to another Bank; and (5) no assignment shall be made hereunder unless in conjunction therewith the assigning Bank shall have assigned a proportionate part (based upon the percentage of the assigning Bank's aggregate Commitment being assigned hereunder) of all of its rights and obligations as lender under the Statesman Credit Facility. Upon execution and delivery of such instrument and payment by such Assignee to the assigning Bank of an amount equal to the purchase price agreed between the Bank and such Assignee, such Assignee shall be a Bank under this Agreement and shall have all the rights and obligations of a Bank with the Commitments as set forth in such Assignment and Assumption Agreement, and the assigning Bank 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 paragraph, a new Note or Notes shall be issued by the Company. If the Assignee is not incorporated under the laws of the United States of America or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to the Company and the Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 9.12. Any Bank may at any time assign all or any portion of its rights under this Agreement and its Note to a Federal Reserve Bank. No such assignment shall release the transferor Bank from its obligations hereunder. The Company agrees to provide all assistance reasonably requested by a Bank to enable such Bank either to sell participations in or make assignments of its portion of the Loans as permitted by this Section 10.04. The Banks will not disclose any confidential information about the Company to any potential assignee or participant without the consent of the Administrative Agent and the Company, which consent will not be unreasonably withheld by the Companyinformation.
Appears in 1 contract
Samples: Revolving Loan Agreement (Scientific Learning Corp)
Assignment; Participation. This Agreement shall be ------------------------- binding upon, and shall inure to the benefit of, the CompanyBorrower, the Administrative Agent, the Banks and their respective successors and permitted assigns. The Company Borrower may not assign or transfer its rights or obligations hereunder. Any Bank may at any time grant to one or more banks or other Persons institutions (each a "Participant") participating interests in its portion Loan (the "Participations") subject to Borrower's consent, provided there exists no Event of the Loans. In no event Default, which consent shall a Participant constitute a Bank for purposes hereof, except that any Participant that is chartered under the Farm Credit Act of 1971, as amended, shall not be deemed to be a Bank hereunder solely for purposes of voting rightsunreasonably withheld or delayed. In the event of any such grant by a Bank of a participating interest to a Participant, whether or not upon notice to the Company and the Borrower or Administrative AgentAgent was given notice, such Bank shall remain responsible for the performance of its obligations hereunder, and the Company Borrower and the Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations hereunder. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Company Borrower hereunder and under any other Loan Document including, without limitation, the right to approve any amendment, modification, modification or waiver of any provision of this Agreement or any other Loan Document; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment, amendment or waiver of this Agreement described in the proviso in Section 10.01 12.02 without the consent of the Participant. All Loans that are made by CoBank and that are retained for its own account and are not included in any grants of participation interests shall be entitled to patronage distributions in accordance with the bylaws of CoBank and its practices and procedures related to patronage distributions. Accordingly, all Loans that are included in a grant of participation interest of CoBank shall not be entitled to patronage distributions. Any Bank may at any time assign to any bank or other institution with the acknowledgment of Administrative Agent and, provided there exists no Event of Default, the consent of Borrower, which consent shall not be unreasonably withheld or delayed (such assignee, a "Consented Assignee"), or to one or more banks or other Persons institutions which are majority owned subsidiaries of a Bank or to the Parent of a Bank (each Consented Assignee or subsidiary bank or institution, an "Assignee") all, or a proportionate part of all all, of its rights and obligations under this Agreement and its NoteNotes, and such Assignee shall assume such rights and obligations, pursuant to an Assignment and Assumption Agreement executed by such Assignee and the assigning Bank, provided that, in substantially the form of Exhibit Heach case, with and subject after giving effect to the consent of the Administrative Agent and the Company (which consent of the Company and the Administrative Agent will not be unreasonably withheld or delayed) provided, that: (1) during the occurrence and continuance of any Potential Default or Event of Default neither the consent of the Administrative Agent nor the consent of the Company shall be required for such assignment; (2) if , the Assignee of any Bank is an affiliate of such BankAssignee's Loan Commitment, neither the consent of the Administrative Agent nor the consent of the Company shall be required for such assignment; (3) the minimum amount that may be assigned shall be $10,000,000and, except in the case of any assignment of a Bank's entire Commitment or in the case of any assignment from one Bank to another Bank; (4) the assigning Bank or Assignee shall pay the Administrative Agent a processing and recordation fee of Three Thousand Five Hundred Dollars ($3,500)partial assignment, except in the case of any assignment from one Bank to another Bank; and (5) no assignment shall be made hereunder unless in conjunction therewith the assigning Bank shall have assigned a proportionate part (based upon the percentage of the assigning Bank's aggregate Commitment being assigned hereunder) of all of its rights and obligations as lender under the Statesman Credit FacilityLoan Commitment, each will be equal to or greater than $5,000,000. Upon (i) execution and delivery of such instrument and instrument, (ii) payment by such Assignee to the assigning Bank of an amount equal to the purchase price agreed between the Bank and such AssigneeAssignee and (iii) at Administrative Agent's option, payment by such Assignee to Administrative Agent of a fee, for Administrative Agent's own account, in the amount of $2,500, on account of Administrative Agent's fees and expenses in connection with such assignment, such Assignee shall be a Bank under Party to this Agreement and shall have all the rights and obligations of a Bank with the Commitments as set forth in such Assignment and Assumption Agreement, and the assigning Bank 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 paragraph, a new Note or substitute Notes shall be issued to the assigning Bank (in the case of a partial assignment) and Assignee by Borrower, in exchange for the return of the original Notes. The obligations evidenced by such substitute notes shall constitute "Obligations" for all purposes of this Agreement and the other Loan Documents and shall be secured by the CompanyMortgages. If the Assignee is not incorporated under the laws of the United States of America or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to the Company Borrower and the Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 9.1210.13. Any Bank may at any time assign all or any portion of its rights under this Agreement and its Note Notes to a Federal Reserve Bank. No such assignment shall release the transferor Bank from its obligations hereunder. The Company Borrower recognizes that in connection with a Bank's selling of Participations or making of assignments, any or all documentation, financial statements, appraisals and other data, or copies thereof, relevant to Borrower or the Loans may be exhibited to and retained by any such Participant or assignee or prospective Participant or assignee. In addition, such documentation etc. may be exhibited to and retained by Affiliates of a Bank. In connection with a Bank's delivery of any financial statements and appraisals to any such Participant or assignee or prospective Participant or assignee, such Bank shall also deliver its standard confidentiality statement indicating that the same are delivered on a confidential basis. Borrower agrees to provide all assistance reasonably requested by a Bank to enable such Bank either to sell participations in Participations or make assignments of its portion of the Loans Loan as permitted by this Section 10.04Section. The Banks will not disclose any confidential information about the Company Each Bank agrees to any potential assignee or participant without the consent provide Borrower with notice of the Administrative Agent and the Company, which consent will not be unreasonably withheld all Participations sold by the Companysuch Bank.
Appears in 1 contract
Samples: Secured Revolving Credit Agreement (Taubman Centers Inc)
Assignment; Participation. This Agreement shall be binding upon, and shall inure to the benefit of, the Company, the Administrative Agent, the Banks and their respective successors and permitted assigns. The Company may not assign or transfer its rights or obligations hereunder. Any Bank Non-Delinquent Lender may at any time time, at no cost to Borrower, grant to one or more banks or other Persons institutions, including other Non-Delinquent Lenders (each a "Participant") participating interests in its portion Pro Rata Share of the Loans. In no event Loan (each a "Participation") subject to Administrative Agent's consent, which consent shall a Participant constitute a Bank for purposes hereofnot be unreasonably withheld or delayed, except that and provided any Participant that is chartered under the Farm Credit Act of 1971, as amended, such Participation shall be deemed to be in the minimum amount of $5,000,000 unless the Participant thereunder is a Bank hereunder solely for purposes of voting rightsNon-Delinquent Lender. In the event of any such grant by a Bank Lender of a participating interest Participation to a Participant, whether or not upon Borrower or Administrative Agent was given notice to the Company and the Administrative Agentthereof, such Bank Lender shall remain responsible for the performance of its obligations hereunder, and the Company Borrower and the Administrative Agent shall continue to deal solely and directly with such Bank Lender in connection with such BankLender's rights and obligations hereunder. Any agreement pursuant to which any Bank Lender may grant such a participating interest Participation shall provide that such Bank Lender shall retain the sole right and responsibility to enforce the obligations of the Company Borrower hereunder and under any other Loan Document Document, including, without limitation, the right to approve any amendment, modification, modification or waiver of any provision of this Agreement or any other Loan Document; provided provided, however, that such participation agreement may provide that such Bank Lender will not agree to any modification, amendment, amendment or waiver of this Agreement described in the proviso in clauses (i) through (ix) of Section 10.01 9.12 without the consent of the Participant. All Loans that are made Each Lender agrees to provide Borrower with notice of all Participations sold by CoBank and that are retained for such Lender. Borrower agrees to provide all assistance reasonably requested by a Lender to enable such Lender to sell Participations as aforesaid, or make assignments of its own account and are not included interest in any grants of participation interests shall be entitled to patronage distributions the Loan as hereinafter provided in accordance with the bylaws of CoBank and its practices and procedures related to patronage distributionsthis Section. Accordingly, all Loans that are included in a grant of participation interest of CoBank shall not be entitled to patronage distributions. Any Bank A Lender may at any time assign to any bank or other institution with the consent of Administrative Agent and, provided there exists no Event of Default, of Borrower, which consents shall not be unreasonably withheld or delayed (such assignee, a "Consented Assignee"), or to one or more banks or other Persons institutions which are majority owned subsidiaries of a Lender or of the parent of a Lender (each Consented Assignee or subsidiary bank or institution, an "Assignee") all or a proportionate part of all of its rights and obligations under this Agreement and its Note, and such Assignee shall assume such rights and obligations, pursuant to an Assignment and Assumption Agreement executed by such Assignee and the Bankassigning Lender, provided that, after giving effect to such assignment, in substantially each case, the form of Exhibit H, with and subject to the consent Assignee's portion of the Administrative Agent and the Company (which consent of the Company and the Administrative Agent will not be unreasonably withheld or delayed) providedLoan and, that: (1) during the occurrence and continuance of any Potential Default or Event of Default neither the consent of the Administrative Agent nor the consent of the Company shall be required for such assignment; (2) if the Assignee of any Bank is an affiliate of such Bank, neither the consent of the Administrative Agent nor the consent of the Company shall be required for such assignment; (3) the minimum amount that may be assigned shall be $10,000,000, except in the case of any a partial assignment of a BankLender's entire Commitment or in the case of any assignment from one Bank to another Bank; (4) interest, the assigning Bank or Assignee shall pay the Administrative Agent a processing and recordation fee of Three Thousand Five Hundred Dollars ($3,500), except in the case of any assignment from one Bank to another Bank; and (5) no assignment shall be made hereunder unless in conjunction therewith the assigning Bank shall have assigned a proportionate part (based upon the percentage Lender's portion of the assigning Bank's aggregate Commitment being assigned hereunder) of all of its rights and obligations as lender under the Statesman Credit FacilityLoan will each be equal to or greater than $5,000,000. Upon (i) execution and delivery of such instrument and instrument, (ii) payment by such Assignee to the assigning Bank Lender of an amount equal to the purchase price agreed between the Bank such Lender and such AssigneeAssignee and (iii) payment by such Assignee or by the assigning Lender to Administrative Agent of a fee, for Administrative Agent's own account, in the amount of $3,500, such Assignee shall be a Bank under party to this Agreement and shall have all the rights and obligations of a Bank with the Commitments Lender as set forth in such Assignment and Assumption Agreement, and the assigning Bank 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 paragraph, a new Note or Notes substitute notes, in the form of EXHIBIT G, shall be issued to the assigning Lender (in the case of a partial assignment) and Assignee by Borrower, in exchange for the Companyreturn of the assigning Lender's original Note. All such substitute notes shall constitute "Notes" and the obligations evidenced by such substitute notes shall constitute Obligations for all purposes of this Agreement and the other Loan Documents. In connection with Borrower's execution of substitute notes as aforesaid, Borrower shall deliver to Administrative Agent such evidence of the due authorization, execution and delivery of the substitute notes and any related documents as Administrative Agent may reasonably request. If the Assignee is not incorporated under the laws Laws of the United States of America or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to the Company Borrower and the Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 9.127.13. Borrower, Administrative Agent and Lenders shall execute such modifications to the Loan Documents as shall, in the reasonable judgment of Administrative Agent, be necessary or desirable in connection with assignments in accordance with the foregoing provisions of this Section, provided, however, that no such modifications shall increase Borrower's liability or obligations, or decrease its rights, in respect of the Loan. Any Bank Lender may at any time freely assign all or any portion of its rights under this Agreement and its Note to a Federal Reserve Bank. No such assignment shall release the transferor Bank Lender from its obligations hereunder. The Company agrees Borrower recognizes that in connection with a Lender's selling of Participations or making of assignments, any or all documentation, financial statements, appraisals and other data, or copies thereof, relevant to provide all assistance reasonably requested Borrower, Guarantor or the Loan may be exhibited to and retained by a Bank to enable any such Bank either to sell participations in Participant or make assignments Assignee or prospective Participant or Assignee. A Lender's delivery of its portion of the Loans as permitted by this Section 10.04. The Banks will not disclose any confidential information about the Company financial statements and appraisals to any potential assignee such Participant or participant without Assignee or prospective Participant or Assignee shall be accompanied by such Lender's standard confidentiality statement indicating that the consent of the Administrative Agent and the Company, which consent will not be unreasonably withheld by the Companysame are delivered on a confidential basis.
Appears in 1 contract
Assignment; Participation. This Agreement shall be binding upon, and shall inure to the benefit of, the Company, the Administrative Agentof Borrower, the Banks and their respective successors and permitted assigns. The Company , except that the Borrower may not assign or transfer its rights or obligations hereunder. Any Each Bank may at may, only with the prior written consent of the Borrower and the Agent, which consent shall not be unreasonably withheld, assign, or sell participation in, all or any time grant part of any Loan to one or more banks another bank or other Persons entity, in which event (each a "Participant"a) participating interests in its portion the case of the Loans. In no event shall a Participant constitute a Bank for purposes hereofan assignment, except that any Participant that is chartered under the Farm Credit Act of 1971, as amended, shall be deemed to be a Bank hereunder solely for purposes of voting rights. In the event of any such grant by a Bank of a participating interest to a Participant, whether or not upon notice thereof by the Bank to the Company Borrower and the Administrative Agent and subject to the Borrower's and Agent's consent (as referenced above), the assignee shall have, to the extent of such Bank shall remain responsible for assignment (unless otherwise provided therein), the performance of its obligations hereundersame rights, and the Company and the Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank's rights benefits and obligations hereunder. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Company hereunder and under any other Loan Document (including, without limitation, the right to approve any amendment, modification, or waiver of any provision of this Agreement or any other Loan Document; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment, or waiver of this Agreement described in the proviso in Section 10.01 without the consent a ratable assumption of the Participant. All Loans that are made by CoBank assigning Bank's Commitment and that are retained for its own account and are not included in any grants of participation interests shall be entitled to patronage distributions in accordance with the bylaws of CoBank and its practices and procedures related to patronage distributions. Accordingly, all Loans that are included in Commitment Proportion hereunder) as it would have if it were a grant of participation interest of CoBank shall not be entitled to patronage distributions. Any Bank may at any time assign to one or more banks or other Persons (each an "Assignee") a proportionate part of all of its rights and obligations under this Agreement and its Note, and such Assignee shall assume such rights and obligations, pursuant to an Assignment and Assumption Agreement executed by such Assignee and the Bank, in substantially the form of Exhibit H, with and subject to the consent of the Administrative Agent and the Company (which consent of the Company and the Administrative Agent will not be unreasonably withheld or delayed) hereunder; provided, that: (1) during the occurrence and continuance of any Potential Default or Event of Default neither the consent of the Administrative Agent nor the consent of the Company shall be required for such assignment; (2) if the Assignee of any Bank is an affiliate of such Bankhowever, neither the consent of the Administrative Agent nor the consent of the Company shall be required for such assignment; (3) the minimum amount that may be assigned shall be $10,000,000, except in the case of any assignment of a Bank's entire Commitment or in the case of any assignment from one Bank to another Bank; (4) the assigning Bank or Assignee shall pay the Administrative Agent a processing and recordation fee of Three Thousand Five Hundred Dollars ($3,500), except in the case of any assignment from one Bank to another Bank; and (5) no assignment shall be made hereunder unless of or with respect to a principal amount which is less than $15,000,000 of the Commitment of the resigning Bank (e.g., in conjunction therewith outstanding Loans and in the obligation to make future Loans) and no assignment can be made until the assigning Bank shall have assigned offers, upon reasonable prior written notice, the other Banks a proportionate part (based upon the percentage right of the first refusal to purchase such assigning Bank's aggregate Commitment interest on the same terms and conditions as are being assigned hereunderoffered by the assignee; and (b) in the case of all of its a participation, the participant shall have no rights and obligations as lender under the Statesman Credit FacilityFacility Documents and all amounts payable by the Borrower under Articles 2 and 3 shall be determined as if such Bank had not sold such participation. Upon execution and delivery Such Bank may furnish any information concerning the Borrower in the possession of such instrument Bank from time to time to assignees and payment by participants (including prospective assignees and participants); provided that such Assignee to the assigning Bank of an amount equal to the purchase price agreed between the Bank and such Assignee, such Assignee shall be a Bank under this Agreement and shall have all the rights and obligations of a Bank with the Commitments as set forth in such Assignment and Assumption Agreement, and the assigning Bank shall be released from its obligations hereunder require any such prospective assignee or such participant (prospective or otherwise) to a corresponding extent, and no further consent or action by any party shall be required. Upon agree in writing to maintain the consummation confidentiality of any assignment pursuant to this paragraph, a new Note or Notes shall be issued by the Company. If the Assignee is not incorporated under the laws of the United States of America or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to the Company and the Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes such information in accordance with Section 9.1212.14 hereof. Any There shall be no limit on the number of assignments or participations that may be granted by any Bank. Notwithstanding anything contained herein to the contrary each Bank may at any time shall be permitted, without the prior consent of the Borrower and without being subject to the above-referenced right of first refusal, to assign all or any portion part of its rights under this Agreement and its Note Revolving Credit Commitment hereunder to a any Federal Reserve Bank in connection with any collateral assignment thereto in the ordinary course of any such Bank. No such assignment shall release the transferor Bank from its obligations hereunder. The Company agrees to provide 's business or assign or participate all assistance reasonably requested by a Bank to enable such Bank either to sell participations in or make assignments part of its portion of the Loans as permitted by this Section 10.04. The Banks will not disclose any confidential information about the Company Revolving Credit Commitment hereunder to any potential assignee or participant without the consent Affiliate of the Administrative Agent and the Company, which consent will not be unreasonably withheld by the Companysuch Bank.
Appears in 1 contract
Assignment; Participation. This Agreement shall be binding upon, and shall inure to the benefit of, the CompanyBorrower, the Administrative Agent, the Banks and their respective successors and permitted assigns. The Company Borrower may not assign or transfer its rights or obligations hereunder, in whole or in part, without, in each such case, the prior unanimous written consent of the Banks, which consent may be granted or denied by the Banks in their sole and absolute discretion. Any Non-Delinquent Bank may at any time grant to one or more banks or other Persons institutions (each a "Participant") participating interests in its portion of Loan (the Loans. In no event shall a Participant constitute a Bank for purposes hereof, except that any Participant that is chartered under the Farm Credit Act of 1971, as amended, shall be deemed to be a Bank hereunder solely for purposes of voting rights"Participations"). In the event of any such grant by a Bank of a participating interest to a Participant, whether or not upon notice to the Company and the Borrower or Administrative AgentAgent was given notice, such Bank shall remain responsible for the performance of its obligations hereunder, and the Company Borrower and the Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations hereunder. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Company Borrower hereunder and under any other Loan Document including, without limitation, the right to approve any amendment, modification, modification or waiver of any provision of this Agreement or any other Loan Document; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment, amendment or waiver of this Agreement described in the proviso in clauses (1) through (5) of Section 10.01 12.02 without the consent of the Participant. All Loans that are made by CoBank and that are retained for its own account and are not included in Subject to the provisions of Section 10.14, any grants of participation interests shall be entitled to patronage distributions in accordance with the bylaws of CoBank and its practices and procedures related to patronage distributions. Accordingly, all Loans that are included in a grant of participation interest of CoBank shall not be entitled to patronage distributions. Any Non-Delinquent Bank may at any time assign to any bank or other institution with the acknowledgment of Administrative Agent and the consent of UBS and, provided there exists no Event of Default, of Borrower, which consents shall not be unreasonably withheld or delayed (such assignee, a "Consented Assignee"), or to one or more banks or other Persons institutions which are majority owned subsidiaries of a Bank or to the Parent of a Bank (each Consented Assignee or subsidiary bank or institution, an "Assignee") all, or a proportionate part of all all, of its rights and obligations under this Agreement and its Note, and such Assignee shall assume such rights and obligations, pursuant to an Assignment and Assumption Agreement executed by such Assignee and the assigning Bank, provided that, in substantially each case, after giving effect to such assignment the form of Exhibit HAssignee's Loan Commitment and, with and subject to the consent of the Administrative Agent and the Company (which consent of the Company and the Administrative Agent will not be unreasonably withheld or delayed) provided, that: (1) during the occurrence and continuance of any Potential Default or Event of Default neither the consent of the Administrative Agent nor the consent of the Company shall be required for such assignment; (2) if the Assignee of any Bank is an affiliate of such Bank, neither the consent of the Administrative Agent nor the consent of the Company shall be required for such assignment; (3) the minimum amount that may be assigned shall be $10,000,000, except in the case of any assignment of a Bank's entire Commitment or in the case of any assignment from one Bank to another Bank; (4) the assigning Bank or Assignee shall pay the Administrative Agent a processing and recordation fee of Three Thousand Five Hundred Dollars ($3,500)partial assignment, except in the case of any assignment from one Bank to another Bank; and (5) no assignment shall be made hereunder unless in conjunction therewith the assigning Bank shall have assigned a proportionate part (based upon the percentage of the assigning Bank's aggregate Commitment being assigned hereunder) of all of its rights and obligations as lender under the Statesman Credit FacilityLoan Commitment, each will be equal to or greater than Fifteen Million Dollars ($15,000,000). Upon (i) execution and delivery of such instrument and instrument, (ii) payment by such Assignee to the assigning Bank of an amount equal to the purchase price agreed between the Bank and such AssigneeAssignee and (iii) payment, at Administrative Agent's option, by such Assignee to Administrative Agent of a fee, for Administrative Agent's own account, in the amount of Two Thousand Five Hundred Dollars ($2,500), such Assignee shall be a Bank under Party to this Agreement and shall have all the rights and obligations of a Bank with the Commitments as set forth in such Assignment and Assumption Agreement, and the assigning Bank 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 paragraph, a new Note or substitute Ratable Loan Notes shall be issued to the assigning Bank (in the case of a partial assignment) and Assignee by Borrower, in exchange for the Companyreturn of the original Ratable Loan Note of the assigning Bank. The obligations evidenced by such substitute notes shall constitute "Obligations" for all purposes of this Agreement and the other Loan Documents. In connection with Borrower's execution of substitute notes as aforesaid, Borrower shall deliver to Administrative Agent evidence, reasonably satisfactory to Administrative Agent, of all requisite corporate, partnership or other action to authorize Borrower's execution and delivery of the substitute notes and any related documents. If the Assignee is not incorporated under the laws of the United States of America or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to the Company Borrower and the Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 9.1210.13. Each Assignee shall be deemed to have made the representations contained in, and shall be bound by the provisions of, Section 10.13. Any Bank may at any time assign all or any portion of its rights under this Agreement and its Note to a Federal Reserve Bank. No such assignment shall release the transferor Bank from its obligations hereunder. The Company Borrower recognizes that in connection with a Bank's selling of Participations or making of assignments, any or all documentation, financial statements, appraisals and other data, or copies thereof, relevant to Borrower or the Loans may be exhibited to and retained by any such Participant or assignee or prospective Participant or assignee. In connection with a Bank's delivery of any financial statements and appraisals to any such Participant or assignee or prospective Participant or assignee, such Bank shall also indicate that the same are delivered on a confidential basis. Borrower agrees to provide all assistance reasonably requested by a Bank to enable such Bank either to sell participations in Participations or make assignments of its portion of the Loans Loan as permitted by this Section 10.04Section. The Banks will not disclose any confidential information about the Company Each Bank agrees to any potential assignee or participant without the consent provide Borrower with notice of the Administrative Agent and the Company, which consent will not be unreasonably withheld all Participations sold by the Companysuch Bank.
Appears in 1 contract
Assignment; Participation. This Agreement shall be binding upon, and shall inure to the benefit of, the CompanyBorrower, the Administrative Agent, the Issuing Bank, the Banks and their respective successors and permitted assigns. The Company , except that the Borrower may not assign or transfer its rights or obligations hereunder. Any Each Bank may, (x) with the prior written consent of the Agent and the Borrower (which consents shall not be unreasonably withheld) and the Issuing Bank (which consent may be given or withheld in the sole and absolute discretion of the Issuing Bank) (except that with respect to assignments made by a Bank to an Affiliate thereof, no such consent of either the Agent or the Issuing Bank shall be required) assign or (y) sell participations in, all or any part of its Loans and its Commitment to another bank or other entity, in which event (a) in the case of an assignment, upon notice thereof by the Bank to the Borrower with a copy of the assignment agreement to the Agent, the assignee shall have, to the extent of such assignment (unless otherwise provided in the applicable assignment agreement), the same rights, benefits and obligations as it would have if it were a Bank hereunder; and (b) in the case of a participation, the participant shall have no rights under the Facility Documents, and all amounts payable by the Borrower under Article 3 shall be determined as if such Bank had not sold such participation. Such Bank may at furnish any information concerning the Borrower and its Subsidiaries in the possession of such Bank from time grant to one time to assignees and participants (including prospective assignees and participants); provided that such Bank shall require any such prospective assignee or more banks such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information on substantially the terms set forth in Section 12.15 hereof. The right of a Bank to assign or participate all or part of its Commitment to a third party shall be subject to the following limitations: (i) each assignment or participation shall be made pro rata between the Commitment and the Bid Loans, (ii) each assignee shall be a commercial bank having minimum capital and surplus of $500,000,000, (iii) each Bank (other Persons (each a "Participant") participating interests than the Agent, in its portion of capacity as a Bank) shall be permitted to make only one assignment and the Loans. In no event shall Agent, in its capacity as a Participant constitute a Bank for purposes hereof, except that any Participant that is chartered under the Farm Credit Act of 1971, as amendedBank, shall be deemed permitted to make two assignments during the term of the Revolving Credit Facility provided that any such assignee shall also be an assignee under Section 11.05 of the Second Amended and Restated Credit Agreement concurrently with such assignment and such assignment shall be in the same ratable proportion as the assignment of the interests under Section 11.05 of the MSC Credit Agreement and provided further that the Agent by reason of any assignment shall not cease to be a Bank hereunder solely for purposes of voting rights. In the event of any such grant by a Bank of a participating interest to a Participant, whether or not upon notice to the Company and the Administrative Agent, such Bank shall remain responsible for the performance of its obligations Agent hereunder, and (iv) the Company and the Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations hereunder. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Company hereunder and under any other Loan Document including, without limitation, the right to approve any amendment, modification, or waiver holder of any provision of this Agreement or any other Loan Document; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment, or waiver of this Agreement described in the proviso in Section 10.01 without the consent of the Participant. All Loans that are made by CoBank and that are retained for its own account and are not included in any grants of participation interests shall be entitled to patronage distributions in accordance with the bylaws of CoBank and its practices and procedures related to patronage distributions. Accordingly, all Loans that are included in a grant of participation interest of CoBank shall not be entitled to patronage distributions. Any Bank may at any time assign to one or more banks or other Persons (each an "Assignee") a proportionate part of all of its voting rights and obligations under this Agreement and its Note, and such Assignee shall assume such rights and obligations, pursuant to an Assignment and Assumption Agreement executed by such Assignee and the Bank, in substantially the form of Exhibit H, with and subject to the consent of the Administrative Agent and the Company (which consent of the Company and the Administrative Agent will not be unreasonably withheld or delayed) provided, that: (1) during the occurrence and continuance of any Potential Default or Event of Default neither the consent of the Administrative Agent nor the consent of the Company Agreement. There shall be required for such assignment; (2) if no limit on the Assignee number of any Bank is an affiliate of such Bank, neither the consent of the Administrative Agent nor the consent of the Company shall be required for such assignment; (3) the minimum amount participations that may be assigned granted by any Bank. Any permitted assignees or participants shall be $10,000,000bound by, except in the case of any assignment of a Bank's entire Commitment or in the case of any assignment from one Bank to another Bank; (4) the assigning Bank or Assignee shall pay the Administrative Agent a processing and recordation fee of Three Thousand Five Hundred Dollars ($3,500), except in the case of any assignment from one Bank to another Bank; and (5) no assignment shall be made hereunder unless in conjunction therewith subject to, the assigning Bank shall have assigned a proportionate part (based upon provisions of Section 12.01 hereof. Notwithstanding the percentage of the assigning Bank's aggregate Commitment being assigned hereunder) of all of its rights and obligations as lender under the Statesman Credit Facility. Upon execution and delivery of such instrument and payment by such Assignee to the assigning Bank of an amount equal to the purchase price agreed between the Bank and such Assigneeforegoing, such Assignee shall be a Bank under this Agreement and shall have all the rights and obligations of a Bank with the Commitments as set forth in such Assignment and Assumption Agreement, and the assigning each Bank shall be released from its obligations hereunder permitted 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 paragraph, a new Note or Notes shall be issued by the Company. If the Assignee is not incorporated under the laws of the United States of America or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to the Company and the Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 9.12. Any Bank may at any time assign all or any portion part of its rights under this Agreement and its Note Commitment hereunder to a any Federal Reserve Bank in connection with any collateral assignment thereto in the ordinary course of any such Bank. No such assignment shall release the transferor Bank from its obligations hereunder. The Company agrees to provide all assistance reasonably requested by a Bank to enable such Bank either to sell participations in or make assignments of its portion of the Loans as permitted by this Section 10.04. The Banks will not disclose any confidential information about the Company to any potential assignee or participant without the consent of the Administrative Agent and the Company, which consent will not be unreasonably withheld by the Company's business.
Appears in 1 contract
Assignment; Participation. This Agreement shall be binding upon, and shall inure to the benefit of, the CompanyBorrower, the Administrative Agent, the Bid Agent, Syndication Agents and Banks and their respective successors and permitted assigns. The Company Borrower may not assign or transfer its rights or obligations hereunder. Any With the consent of Borrower (which consent shall not be unreasonably withheld or delayed), any Bank may at any time grant to one or more banks or other Persons financial institutions (each a "Participant") participating interests in its portion of the Loans, and its Letters of Credit; provided, however, that at all times the selling Bank must retain for its own account an amount of its Individual 364 Day Facility Commitment equal to or greater than its Minimum Hold. In no event shall a Participant constitute a Bank for purposes hereof, except that any Participant that is chartered under the Farm Credit Act of 1971, as amended, shall be deemed to be a Bank hereunder solely for purposes of voting rights. In the event of any such grant by a Bank of a participating interest to a Participant, whether or not upon notice to the Company Borrower and the Administrative Agent, such Bank shall remain responsible for the performance of its obligations hereunder, and the Company Borrower and the Administrative Agent Facility Agents shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations hereunder. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Company Borrower hereunder and under any other Loan Document including, without limitation, the right to approve any amendment, modification, modification or waiver of any provision of this Agreement or any other Loan Document; , provided that such participation agreement may provide that such Bank will not agree to any modification, amendment, amendment or waiver of this Agreement described in the proviso in Section 10.01 12.01 without the consent of the Participant. All Loans that are made by CoBank and that are retained for its own account and are not included in any grants of participation interests shall be entitled to patronage distributions in accordance with the bylaws of CoBank and its practices and procedures related to patronage distributions. Accordingly, all Loans that are included in a grant of participation interest of CoBank shall not be entitled to patronage distributions. Any Bank may at any time assign to one or more banks or insurance companies, investment banks or other Persons financial institutions (each an "Assignee") all, or a proportionate part of all (which are required to be proportional between the 364 Day Facility Commitment and the 364 Day Facility Loans (other than the Bid Loans) of its rights and obligations under this Agreement and its NoteNotes, and such Assignee shall assume such rights and obligations, pursuant to an Assignment and Assumption Agreement executed by such Assignee and the such Bank, in substantially the form of Exhibit H, with and subject to the consent of each of the Administrative Agent Syndication Agents and the Company Borrower (which consent of the Company and the Administrative Agent will shall not be unreasonably withheld or delayed) provided, that: (1) during the occurrence and continuance of any Potential Default or Event of Default neither the consent of the Administrative Agent nor the consent of the Company shall be required for such assignment; (2) , if the Assignee of any Bank is an affiliate Affiliate of such Bank, neither the consent of the Administrative Agent Syndication Agents nor the consent of the Company Borrower shall be required for such assignment; provided that, in each case, (1) the Commitments and Credit Facility assigned are equal to or greater than the Minimum Assignment, (2) during the period from the Closing Date to, but not including, October 31, 1997 and at all times thereafter that the assigning Bank is providing an Individual 364 Day Facility Commitment, the Commitments and Credit Facility retained by the assigning Bank are equal to or greater than its Minimum Hold, and (3) the minimum amount that may be assigned shall be $10,000,000, except in the case of any assignment of a Bank's entire Commitment or in the case of any assignment from one Bank to another Bank; (4) the assigning Bank or Assignee shall pay the Administrative Agent a processing and recordation fee of Three Two Thousand Five Hundred Dollars ($3,500), except in 2,500) for each assignment. The Bank making the case assignment and the Assignee will make whatever arrangement they decide to with regard to the outstanding Letters of any assignment from one Credit of the Bank to another Bank; and (5) no assignment shall be made hereunder unless in conjunction therewith making the assignment. If the assigning Bank continues to be the issuer of any Letters of Credit then it shall have assigned remain a proportionate part (based upon the percentage Bank under this Agreement with regard to such Letters of the assigning Bank's aggregate Commitment being assigned hereunder) of all of its rights and obligations as lender under the Statesman Credit FacilityCredit. Upon execution and delivery of such instrument and payment by such Assignee to the assigning Bank of an amount equal to the purchase price agreed between the Bank and such Assignee, such Assignee shall be a Bank under Party to this Agreement and shall have all the rights and obligations of a Bank with respect to the Commitments Individual 364 Day Facility Commitment as set forth in such Assignment and Assumption Agreement, and the assigning Bank 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 paragraph, a new Note or Notes shall be issued by the CompanyBorrower. If the Assignee is not incorporated under the laws of the United States of America or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to the Company Borrower and the Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 9.1211.14. Any Bank may at any time assign all or any portion of its rights under this Agreement and its Note to a Federal Reserve Bank. No such assignment shall release the transferor Bank from its obligations hereunder. The Company Borrower agrees to provide all assistance reasonably requested by a Bank to enable such Bank either to sell participations in or make assignments of its portion of the Loans and Letters of Credit as permitted by this Section 10.04. The Banks will not disclose any confidential information about the Company to any potential assignee or participant without the consent of the Administrative Agent and the Company, which consent will not be unreasonably withheld by the CompanySection.
Appears in 1 contract
Samples: Revolving Credit Agreement (Harvest States Cooperatives)
Assignment; Participation. This Agreement shall be binding upon, and shall inure to the benefit of, the CompanyBorrower, the Administrative Agent, the Banks and their respective successors and permitted assigns. The Company Borrower may not assign or transfer its rights or obligations hereunder. Any Bank may at any time grant to one or more banks or other Persons institutions (each a "Participant") participating interests in its portion Loan (the "Participations") subject to Borrower's consent, provided there exists no Event of the Loans. In no event Default, which consent shall a Participant constitute a Bank for purposes hereof, except that any Participant that is chartered under the Farm Credit Act of 1971, as amended, shall not be deemed to be a Bank hereunder solely for purposes of voting rightsunreasonably withheld or delayed. In the event of any such grant by a Bank of a participating interest to a Participant, whether or not upon notice to the Company and the Borrower or Administrative AgentAgent was given notice, such Bank shall remain responsible for the performance of its obligations hereunder, and the Company Borrower and the Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations hereunder. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Company Borrower hereunder and under any other Loan Document including, without limitation, the right to approve any amendment, modification, modification or waiver of any provision of this Agreement or any other Loan Document; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment, amendment or waiver of this Agreement described in the proviso in Section 10.01 12.02 without the consent of the Participant. All Loans that are made by CoBank and that are retained for its own account and are not included in any grants of participation interests shall be entitled to patronage distributions in accordance with the bylaws of CoBank and its practices and procedures related to patronage distributions. Accordingly, all Loans that are included in a grant of participation interest of CoBank shall not be entitled to patronage distributions. Any Bank having a Loan Commitment in an amount exceeding $15,000,000 may at any time assign to any bank or other institution with the acknowledgment of Administrative Agent and, provided there exists no Event of Default, the consent of Borrower, which consent shall not be unreasonably withheld or delayed (such assignee, a "Consented Assignee"), or to one or more banks or other Persons institutions which are majority owned subsidiaries of a Bank or to the Parent of a Bank (each Consented Assignee or subsidiary bank or institution, an "Assignee") all, or a proportionate part of all all, of its rights and obligations under this Agreement and its NoteNotes, and such Assignee shall assume such rights and obligations, pursuant to an Assignment and Assumption Agreement executed by such Assignee and the assigning Bank, provided that, in substantially the form of Exhibit Heach case, with and subject after giving effect to the consent of the Administrative Agent and the Company (which consent of the Company and the Administrative Agent will not be unreasonably withheld or delayed) provided, that: (1) during the occurrence and continuance of any Potential Default or Event of Default neither the consent of the Administrative Agent nor the consent of the Company shall be required for such assignment; (2) if , the Assignee of any Bank is an affiliate of such BankAssignee's Loan Commitment, neither the consent of the Administrative Agent nor the consent of the Company shall be required for such assignment; (3) the minimum amount that may be assigned shall be $10,000,000and, except in the case of any assignment of a Bank's entire Commitment or in the case of any assignment from one Bank to another Bank; (4) the assigning Bank or Assignee shall pay the Administrative Agent a processing and recordation fee of Three Thousand Five Hundred Dollars ($3,500)partial assignment, except in the case of any assignment from one Bank to another Bank; and (5) no assignment shall be made hereunder unless in conjunction therewith the assigning Bank shall have assigned a proportionate part (based upon the percentage of the assigning Bank's aggregate Commitment being assigned hereunder) of all of its rights and obligations as lender under the Statesman Credit FacilityLoan Commitment, each will be equal to or greater than $5,000,000. Upon (i) execution and delivery of such instrument and instrument, (ii) payment by such Assignee to the assigning Bank of an amount equal to the purchase price agreed between the Bank and such AssigneeAssignee and (iii) at Administrative Agent's option, payment by such Assignee to Administrative Agent of a fee, for Administrative Agent's own account, in the amount of $2,500, on account of Administrative Agent's fees and expenses in connection with such assignment, such Assignee shall be a Bank under Party to this Agreement and shall have all the rights and obligations of a Bank with the Commitments as set forth in such Assignment and Assumption Agreement, and the assigning Bank 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 paragraph, a new Note or substitute Notes shall be issued to the assigning Bank (in the case of a partial assignment) and Assignee by Borrower, in exchange for the Companyreturn of the original Notes. The oblgations evidenced by such substitute notes shall constitute "Obligations" for all purposes of this Agreement and the other Loan Documents. If the Assignee is not incorporated under the laws of the United States of America or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to the Company Borrower and the Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 9.1210.13. Any Bank may at any time assign all or any portion of its rights under this Agreement and its Note Notes to a Federal Reserve Bank. No such assignment shall release the transferor Bank from its obligations hereunder. The Company Borrower recognizes that in connection with a Bank's selling of Participations or making of assignments, any or all documentation, financial statements, appraisals and other data, or copies thereof, relevant to Borrower or the Loans may be exhibited to and retained by any such Participant or assignee or prospective Participant or assignee. In addition, such documentation etc. may be exhibited to and retained by Affiliates of a Bank. In connection with a Bank's delivery of any financial statements and appraisals to any such Participant or assignee or prospective Participant or assignee, such Bank shall also deliver its standard confidentiality statement indicating that the same are delivered on a confidential basis. Borrower agrees to provide all assistance reasonably requested by a Bank to enable such Bank either to sell participations in Participations or make assignments of its portion of the Loans Loan as permitted by this Section 10.04Section. The Banks will not disclose any confidential information about the Company Each Bank agrees to any potential assignee or participant without the consent provide Borrower with notice of the Administrative Agent and the Company, which consent will not be unreasonably withheld all Participations sold by the Companysuch Bank.
Appears in 1 contract
Samples: Revolving Credit Agreement (Taubman Realty Group LTD Partnership)
Assignment; Participation. This Agreement All the terms and provisions of this Revolving Line Note shall inure to the benefit of and be binding upon, upon and be enforceable by the parties and their respective successors and permitted assigns and shall inure to the benefit of, the Company, the Administrative Agent, the Banks of and their respective successors and permitted assignsbe enforceable by any holder hereof. The Company may not assign or transfer its rights or obligations hereunder. Any Bank may at any time pledge or assign all or any portion of its rights under this Revolving Line Note to any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or assignment or enforcement thereof shall release Bank from its obligations under any of this Revolving Line Note or any other loan documents. The Bank shall have the unrestricted right at any time or from time to time, and without Borrower’s consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each an “Assignee”), and Borrower agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Revolving Line Note and to any other loan documents, as the Bank shall deem necessary to effect the foregoing. In addition, at the request of the Bank and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Bank has retained any of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments, and any other documentation required by Bank in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Bank and such Assignee, such Assignee shall be a party to this agreement and shall have all of the rights and obligations of the Bank hereunder (and under any and all other loan documents) to the extent that such rights and obligations have been assigned by the Bank pursuant to the assignment documentation between the Bank and such Assignee, and Bank shall be released from its obligations hereunder and thereunder to a corresponding extent. The Bank shall have the unrestricted right at any time and from time to time, and without the consent of or notice to Borrower, to grant to one or more banks or other Persons financial institutions (each a "“Participant"”) participating interests in its portion Bank’s obligation to lend hereunder and/or any or all of the Loans. In no event shall a Participant constitute a loans held by Bank for purposes hereof, except that any Participant that is chartered under the Farm Credit Act of 1971, as amended, shall be deemed to be a Bank hereunder solely for purposes of voting rightshereunder. In the event of any such grant by a Bank of a participating interest to a Participant, whether or not upon notice to the Company and the Administrative AgentBorrower, such Bank shall remain responsible for the performance of its obligations hereunder, hereunder and the Company and the Administrative Agent Borrower shall continue to deal solely and directly with such Bank in connection with such Bank's ’s rights and obligations hereunder. Any agreement pursuant to which any The Bank may grant such a participating interest shall provide furnish any information concerning Borrower in its possession from time to time to prospective Assignees and Participants, provided that such the Bank shall retain require any such prospective Assignee or Participant to agree in writing to maintain the sole right and responsibility confidentiality of such information. Loss or Mutilation. Upon receipt of an affidavit of an officer of Bank as to enforce the obligations of the Company hereunder and under any other Loan Document includingloss, without limitationtheft, the right to approve any amendment, modificationdestruction, or waiver of any provision mutilation of this Agreement or any other Loan Document; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment, or waiver of this Agreement described in the proviso in Section 10.01 without the consent of the Participant. All Loans that are made by CoBank and that are retained for its own account and are not included in any grants of participation interests shall be entitled to patronage distributions in accordance with the bylaws of CoBank and its practices and procedures related to patronage distributions. Accordingly, all Loans that are included in a grant of participation interest of CoBank shall not be entitled to patronage distributions. Any Bank may at any time assign to one or more banks or other Persons (each an "Assignee") a proportionate part of all of its rights and obligations under this Agreement and its Revolving Line Note, and such Assignee shall assume such rights and obligationsand, pursuant to an Assignment and Assumption Agreement executed by such Assignee and the Bank, in substantially the form of Exhibit H, with and subject to the consent of the Administrative Agent and the Company (which consent of the Company and the Administrative Agent will not be unreasonably withheld or delayed) provided, that: (1) during the occurrence and continuance of any Potential Default or Event of Default neither the consent of the Administrative Agent nor the consent of the Company shall be required for such assignment; (2) if the Assignee of any Bank is an affiliate of such Bank, neither the consent of the Administrative Agent nor the consent of the Company shall be required for such assignment; (3) the minimum amount that may be assigned shall be $10,000,000, except in the case of any assignment such loss, theft, destruction or mutilation, upon cancellation of this Revolving Line Note, Borrower will issue, in lieu thereof, a Bank's entire Commitment replacement note or other loan document in the case same principal amount thereof and otherwise of any assignment from one Bank to another Bank; (4) the assigning Bank or Assignee shall pay the Administrative Agent a processing and recordation fee of Three Thousand Five Hundred Dollars ($3,500), except in the case of any assignment from one Bank to another Bank; and (5) no assignment shall be made hereunder unless in conjunction therewith the assigning Bank shall have assigned a proportionate part (based upon the percentage of the assigning Bank's aggregate Commitment being assigned hereunder) of all of its rights and obligations as lender under the Statesman Credit Facilitylike tenor. Upon execution and delivery of such instrument and payment by such Assignee to the assigning Bank of an amount equal to the purchase price agreed between the Bank and such Assignee, such Assignee shall be a Bank under this Agreement and shall have all the rights and obligations of a Bank with the Commitments as set forth in such Assignment and Assumption Agreement, and the assigning Bank 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 paragraph, a new Note or Notes shall be issued by the Company. If the Assignee is not incorporated under the laws of the United States of America or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to the Company and the Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 9.12. Any Bank may at any time assign all or any portion of its rights under this Agreement and its Note to a Federal Reserve Bank. Regulation U. No such assignment shall release the transferor Bank from its obligations hereunder. The Company agrees to provide all assistance reasonably requested by a Bank to enable such Bank either to sell participations in or make assignments of its portion of the Loans proceeds of this Revolving Line Note shall be used, in whole or in part, for the purpose of purchasing or carrying any “margin stock” as permitted by this Section 10.04. The Banks will not disclose any confidential information about the Company to any potential assignee or participant without the consent such term is defined in Regulation U of the Administrative Agent and Board of Governors of the Company, which consent will not be unreasonably withheld by the CompanyFederal Reserve System.
Appears in 1 contract
Assignment; Participation. This Agreement shall be binding upon, and shall inure to the benefit of, the CompanyBorrower, the Administrative Agent, the Banks and their respective successors and permitted assigns. The Company Borrower may not assign or transfer its rights or obligations hereunder. Any Bank may at any time grant to one or more banks or other Persons institutions (each a "Participant") participating interests in its portion Loan (the "Participations") subject to Borrower's consent, provided there exists no Event of the Loans. In no event Default, which consent shall a Participant constitute a Bank for purposes hereof, except that any Participant that is chartered under the Farm Credit Act of 1971, as amended, shall not be deemed to be a Bank hereunder solely for purposes of voting rightsunreasonably withheld or delayed. In the event of any such grant by a Bank of a participating interest Participation to a Participant, whether or not upon notice to the Company and the Borrower or Administrative AgentAgent was given notice, such Bank shall remain responsible for the performance of its obligations hereunder, and the Company Borrower and the Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations hereunder. Any agreement pursuant to which any Bank may grant such a participating interest Participation shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Company Borrower hereunder and under any other Loan Document including, without limitation, the right to approve any amendment, modification, modification or waiver of any provision of this Agreement or any other Loan Document; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment, amendment or waiver of this Agreement described in the proviso in clauses (1) through (7) of Section 10.01 12.02 without the consent of the Participant. All Loans that are made by CoBank and that are retained for its own account and are not included in any grants of participation interests shall be entitled to patronage distributions in accordance with the bylaws of CoBank and its practices and procedures related to patronage distributions. Accordingly, all Loans that are included in a grant of participation interest of CoBank shall not be entitled to patronage distributions. Any Bank may at any time assign to any bank or other institution with the acknowledgment of Administrative Agent and, provided there exists no Event of Default, the consent of Borrower, which consent shall not be unreasonably withheld or delayed (such assignee, a "Consented Assignee"), or to one or more banks or other Persons institutions which are majority owned subsidiaries of a Bank or to the Parent of a Bank (each Consented Assignee or subsidiary bank or institution, an "Assignee") all, or a proportionate part of all all, of its rights and obligations under this Agreement and its NoteNotes, and such Assignee shall assume such rights and obligations, pursuant to an Assignment and Assumption Agreement executed by such Assignee and the assigning Bank, provided that, in substantially the form of Exhibit Heach case, with and subject after giving effect to the consent of the Administrative Agent and the Company (which consent of the Company and the Administrative Agent will not be unreasonably withheld or delayed) provided, that: (1) during the occurrence and continuance of any Potential Default or Event of Default neither the consent of the Administrative Agent nor the consent of the Company shall be required for such assignment; (2) if , the Assignee of any Bank is an affiliate of such BankAssignee's Loan Commitment, neither the consent of the Administrative Agent nor the consent of the Company shall be required for such assignment; (3) the minimum amount that may be assigned shall be $10,000,000and, except in the case of any assignment of a Bank's entire Commitment or in the case of any assignment from one Bank to another Bank; (4) the assigning Bank or Assignee shall pay the Administrative Agent a processing and recordation fee of Three Thousand Five Hundred Dollars ($3,500)partial assignment, except in the case of any assignment from one Bank to another Bank; and (5) no assignment shall be made hereunder unless in conjunction therewith the assigning Bank shall have assigned a proportionate part (based upon the percentage of the assigning Bank's aggregate Commitment being assigned hereunder) of all of its rights and obligations as lender under the Statesman Credit FacilityLoan Commitment, each will be equal to or greater than $10,000,000. Upon (i) execution and delivery of such instrument and instrument, (ii) payment by such Assignee to the assigning Bank of an amount equal to the purchase price agreed between the Bank and such AssigneeAssignee and (iii) at Administrative Agent's option, payment by such Assignee to Administrative Agent of a fee, for Administrative Agent's own account, in the amount of $2,500, on account of Administrative Agent's fees and expenses in connection with such assignment, such Assignee shall be a Bank under party to this Agreement and shall have all the rights and obligations of a Bank with the Commitments as set forth in such Assignment and Assumption Agreement, and the assigning Bank 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 paragraph, a new Note or substitute Notes shall be issued to the assigning Bank (in the case of a partial assignment) and Assignee by Borrower, in exchange for the return of the original Notes. The obligations evidenced by such substitute notes shall constitute "Obligations" for all purposes of this Agreement and the other Loan Documents and shall be secured by the CompanyMortgages. In connection with Borrower's execution of substitute notes as aforesaid, Borrower shall deliver to Administrative Agent, at its request, an officer's certificate or other similar evidence confirming (x) that the applicable resolutions or consents authorizing the execution and delivery of the Loan Documents remain in effect and (y) the incumbency of the individual executing such substitute notes and related documents. If the Assignee is not incorporated under a United States person within the laws meaning of Section 7701(a)(30) of the United States of America or a state thereofCode, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to the Company Borrower and the Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 9.1210.13 and shall otherwise comply with the provisions of Section 10.13. Any Bank may at any time assign all or any portion of its rights under this Agreement and its Note Notes to a Federal Reserve Bank. No such assignment shall release the transferor Bank from its obligations hereunder. The Company Borrower recognizes that in connection with a Bank's selling of Participations or making of assignments, any or all documentation, financial statements, appraisals and other data, or copies thereof, relevant to Borrower or the Loans may, subject to the provisions of Section 12.18, be exhibited to and retained by any such Participant or assignee or prospective Participant or assignee. In addition, subject to the provisions of Section 12.18, such documentation etc. may be exhibited to and retained by Affiliates of a Bank. Borrower agrees to provide all assistance reasonably requested by a Bank to enable such Bank either to sell participations in Participations or make assignments of its portion of the Loans Loan as permitted by this Section 10.04Section. The Banks will not disclose any confidential information about the Company Each Bank agrees to any potential assignee or participant without the consent provide Borrower with notice of the Administrative Agent and the Company, which consent will not be unreasonably withheld all Participations sold by the Companysuch Bank.
Appears in 1 contract
Samples: Assignment and Assumption Agreement (Westfield America Inc)
Assignment; Participation. This Agreement shall be binding upon, upon and shall inure to the benefit of, of and be enforceable by the Company, the Administrative Agent, the Banks and their respective successors and permitted assigns. The Company assigns of the parties hereto; provided, however, that the Issuer may not assign or transfer any of its rights or obligations hereunder. Any Bank may at any time grant to one or more banks or other Persons (each a "Participant") participating interests in its portion of the Loans. In no event shall a Participant constitute a Bank for purposes hereof, except that any Participant that is chartered under the Farm Credit Act of 1971, as amended, shall be deemed to be a Bank hereunder solely for purposes of voting rights. In the event of any such grant by a Bank of a participating interest to a Participant, whether or not upon notice to the Company and the Administrative Agent, such Bank shall remain responsible for the performance of its obligations hereunder, and the Company and the Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations hereunder. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Company hereunder and under any other Loan Document including, without limitation, the right to approve any amendment, modification, or waiver of any provision of this Agreement or any other Loan Document; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment, or waiver of this Agreement described in the proviso in Section 10.01 without the prior written consent of the Participant. All Loans that are made by CoBank Bank and that are retained for its own account and are not included in any grants of participation interests such attempted assignment shall be entitled to patronage distributions in accordance with the bylaws of CoBank and its practices and procedures related to patronage distributionsvoid. Accordingly, all Loans that are included in a grant of participation interest of CoBank shall not be entitled to patronage distributions. Any The Bank may at any time assign to one or more banks or other Persons entities (each an "Assignee"collectively, “Assignees”) a proportionate all or any part of all any of its rights and or obligations under this Agreement and its Notehereunder, including, without limitation, the Liquidity Provider Bonds, and to the extent of any such assignment the Bank shall be relieved of its obligations hereunder and each Assignee shall assume such have the same rights and obligationsbenefits hereunder and under the Bonds, pursuant as it would have if it were the Bank hereunder; provided, however, that any such assignment by the Bank which would relieve the Bank of any of its duties or obligations hereunder shall not result in the withdrawal or reduction of the ratings assigned by Xxxxx’x, S&P or Fitch to the Bonds and, if the intended assignee is a Person which is not an Assignment and Assumption Agreement executed by such Assignee and Affiliate of the Bank, in substantially such assignment shall not be effected without the form of Exhibit H, with and subject to the written consent of the Administrative Agent Issuer and the Company (which consent of Bond Insurer and written notice to the Company Trustee and the Administrative Agent will not be unreasonably withheld or delayed) providedRemarketing Agent. Additionally, that: (1) during the occurrence and continuance of any Potential Default or Event of Default neither the consent of the Administrative Agent nor the consent of the Company shall be required for such assignment; (2) if the Assignee of any Bank is an affiliate of such Bank, neither the consent of the Administrative Agent nor the consent of the Company shall be required for such assignment; (3) the minimum amount that may be assigned shall be $10,000,000, except in the case of any assignment of a Bank's entire Commitment or in the case of any assignment from one Bank to another Bank; (4) the assigning Bank or Assignee shall pay the Administrative Agent a processing and recordation fee of Three Thousand Five Hundred Dollars ($3,500), except in the case of any assignment from one Bank to another Bank; and (5) no assignment shall be made hereunder unless in conjunction therewith the assigning Bank shall have assigned a proportionate the right at any time to sell, assign, grant or transfer participations in all or part (based upon the percentage of the assigning Bank's aggregate Commitment being assigned hereunder) of all of its rights and obligations as lender under the Statesman Credit Facility. Upon execution and delivery of such instrument and payment by such Assignee to the assigning Bank of an amount equal to the purchase price agreed between the Bank and such Assignee, such Assignee shall be a Bank under this Agreement and shall have all the rights and obligations of a Bank with the Commitments as set forth in such Assignment and Assumption Agreement, and the assigning Bank 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 paragraph, a new Note or Notes shall be issued by the Company. If the Assignee is not incorporated under the laws obligations of the United States of America or a state thereof, it shall, prior to the first date on which interest or fees are payable Issuer hereunder for its account, deliver to the Company and the Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 9.12. Any Bank may at any time assign all or any portion of its rights under this Agreement and its Note to a Federal Reserve Bank. No such assignment shall release the transferor Bank from its obligations hereunder. The Company agrees to provide all assistance reasonably requested by a Bank to enable such Bank either to sell participations in or make assignments of its portion of the Loans as permitted by this Section 10.04. The Banks will not disclose any confidential information about the Company to any potential assignee or participant Participant without the consent of or notice to the Administrative Agent Issuer, Trustee, the Bond Insurer or any other party; provided, that any participation shall not relieve the Bank from any of its obligations hereunder and the CompanyIssuer, which the Remarketing Agent, Trustee and the Bond Insurer may deal exclusively with the Bank for all purposes of this Agreement, including the making of payment on Liquidity Provider Bonds, notwithstanding such participation. The Purchaser may disclose to any Participants or prospective Participants any information or other data or material in the Purchaser’s possession relating to this Agreement, any Related Document and the Bond Insurer without the consent will not be unreasonably withheld by of or notice to the CompanyIssuer or the Bond Insurer.
Appears in 1 contract
Samples: Bond Purchase Agreement
Assignment; Participation. This Agreement shall be binding upon, and shall inure to the benefit of, the Company, the Administrative Agentof Borrower, the Banks and their respective successors and permitted assigns. The Company , except that the Borrower may not assign or transfer its rights or obligations hereunder. Any Each Bank may at any time grant to one or more banks or other Persons (each a "Participant") participating interests sell participations in its portion of or, with the Loans. In no event shall a Participant constitute a Bank for purposes hereof, except that any Participant that is chartered under the Farm Credit Act of 1971, as amended, shall be deemed to be a Bank hereunder solely for purposes of voting rights. In the event of any such grant by a Bank of a participating interest to a Participant, whether or not upon notice to the Company and the Administrative Agent, such Bank shall remain responsible for the performance of its obligations hereunder, and the Company and the Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations hereunder. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Company hereunder and under any other Loan Document including, without limitation, the right to approve any amendment, modification, or waiver of any provision of this Agreement or any other Loan Document; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment, or waiver of this Agreement described in the proviso in Section 10.01 without the prior written consent of the Participant. All Loans that are made by CoBank and that are retained for its own account and are not included in any grants of participation interests Borrower which shall be entitled to patronage distributions in accordance with the bylaws of CoBank and its practices and procedures related to patronage distributions. Accordingly, all Loans that are included in a grant of participation interest of CoBank shall not be entitled to patronage distributions. Any Bank may at any time assign to one or more banks or other Persons (each an "Assignee") a proportionate part of all of its rights and obligations under this Agreement and its Note, and such Assignee shall assume such rights and obligations, pursuant to an Assignment and Assumption Agreement executed by such Assignee and the Bank, in substantially the form of Exhibit H, with and subject to the consent of the Administrative Agent and the Company (which consent of the Company and the Administrative Agent will not be unreasonably withheld or delayed) provided, that: (1) and which shall not be required during the occurrence and continuance of any Potential Default or an Event of Default neither the consent of the Administrative Agent nor the consent of the Company shall be required for such assignment; (2) if the Assignee Default, assign all or any part of any Bank is an affiliate of such BankLoan to another bank or other entity, neither the consent of the Administrative Agent nor the consent of the Company shall be required for such assignment; in which event (3a) the minimum amount that may be assigned shall be $10,000,000, except in the case of any assignment of a Bank's entire Commitment or in an assignment, upon notice thereof by the case of any assignment from one Bank to another Bank; the Borrower, the assignee shall have, to the extent of such assignment (4) the assigning Bank or Assignee shall pay the Administrative Agent a processing and recordation fee of Three Thousand Five Hundred Dollars ($3,500unless otherwise provided therein), except in the case of any assignment from one Bank to another Bank; same rights, benefits and obligations (5) no assignment shall be made hereunder unless in conjunction therewith the assigning Bank shall have assigned including, without limitation, a proportionate part (based upon the percentage ratable assumption of the assigning Bank's aggregate Commitment being assigned and Commitment Proportion hereunder) as it would have if it were a Bank hereunder; and (b) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrower under Articles 2 and 3 shall be determined as if such Bank had not sold such participation. Such Bank may furnish any information concerning the Borrower in the possession of its such Bank from time to time to assignees and participants (including prospective assignees and participants); provided that such Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information. There shall be no limit on the number of assignments or participants that may be granted by any Bank. Notwithstanding any such assignment, any rights and obligations as lender under the Statesman Credit Facility. Upon execution and delivery of such instrument and payment by such Assignee remedies available to the Borrower for any breaches by an assigning Bank of an amount equal to the purchase price agreed between the Bank and such Assignee, such Assignee shall be its obligations hereunder while a Bank under this Agreement and shall have all the rights and obligations of a Bank with the Commitments as set forth in such Assignment and Assumption Agreement, and the assigning Bank shall be released from its obligations hereunder to a corresponding extent, preserved after such assignment and no further consent or action by any party such Bank shall not be required. Upon the consummation relieved of any assignment pursuant to this paragraph, a new Note or Notes shall be issued by the Company. If the Assignee is not incorporated under the laws of the United States of America or a state thereof, it shall, prior liability to the first date on which interest or fees are payable hereunder for its account, deliver Borrower due to such breach. Each Bank will have the Company right to pledge and the Administrative Agent certification assign as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 9.12. Any Bank may at any time assign all or any portion of its rights under this Agreement and its Note collateral to a Federal Reserve Bank. No such assignment shall release the transferor Bank from its obligations hereunder. The Company agrees to provide all assistance reasonably requested by or a Bank to enable such Bank either to sell participations in or make assignments portion of its portion of the Loans as permitted by this Section 10.04. The Banks will not disclose any confidential information about the Company to any potential assignee or participant without the consent of the Administrative Agent and the Company, which consent will not be unreasonably withheld by the Companyinterests hereunder.
Appears in 1 contract
