Assignments and Participations. (a) Each Lender may, upon written notice to the Agent, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall assign to one or more banks or other entities all or a portion of its rights and obligations under this Agreement; provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under this Agreement, (ii) the amount of the Commitment, if applicable with respect to any Lender, of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than the lesser of (A) $10,000,000 or an integral multiple of $1,000,000 in excess of that amount and (B) the full amount of the assigning Lender’s Commitment, if applicable with respect to any Lender, (iii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $5,000 or such lesser amount as shall be approved by the Agent (iv) the parties to each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment shall be to an Affiliate of such Lender, the Borrower shall have consented to such assignment. Upon such execution, delivery and acceptance by the Agent and the recording by the Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 2 contracts
Samples: Receivables Loan and Security Agreement (Volt Information Sciences, Inc.), Receivables Loan and Security Agreement (Volt Information Sciences, Inc.)
Assignments and Participations. (a) Each Lender may, upon written notice to with the consent of the Administrative Agent, and, solely so long as no Event of Default has occurred and is continuing, with the consent of the Borrower (in each case, such consent not to the extent required by the commercial paper program of any Issuerbe unreasonably withheld), Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this AgreementAgreement (including, without limitation, all or a portion of its Commitment or Commitments, the Advances owing to it and the Working Capital Note or Working Capital Notes held by it); provided, however, that no consent by the Borrower or the Administrative Agent shall be required for an assignment to any Person who is an Affiliate of such Lender; provided further that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all rights and obligations under and in respect of the assigning Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, (ii) the amount of the Commitment, if applicable with respect to any Lender, Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than the lesser of $5,000,000 (A) $10,000,000 or an integral multiple multiples of $1,000,000 in excess of that amount and (B) the full amount of the assigning Lender’s Commitment, if applicable with respect to any Lenderthereof), (iii) each such assignment shall be to an Eligible Assignee, and (vi) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Working Capital Note or Working Capital Notes subject to such assignment and, other than in the case of an assignment to an Affiliate of such Lender, a processing and recordation fee of $5,000 or such lesser amount as shall be approved by the Agent (iv) the parties to each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment shall be to an Affiliate of such Lender, the Borrower shall have consented to such assignment. Upon such execution, delivery and acceptance by the Agent and the recording by the Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)3,500.
Appears in 2 contracts
Samples: Credit Agreement (Medcath Corp), Credit Agreement (Medcath Corp)
Assignments and Participations. (a) Each Lender may, upon with the prior written notice consent of the Borrower, each LC Issuer, the Swingline Lenders and the Administrative Agent (which consents shall not be unreasonably withheld or delayed), and if demanded by the Borrower pursuant to the Agent, and, solely Section 8.07(g) or (h) shall to the extent required by the commercial paper program of any Issuersuch Section, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall assign to one or more banks or other entities all or a portion of its rights and obligations under this AgreementAgreement (including all or a portion of its Commitment, the Advances owing to it and its participation in Facility LCs); provided, however, provided that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning LenderXxxxxx’s rights and obligations under this Agreement, (ii) the amount of the Commitment, if applicable with respect to any Lender, Commitment Amount of the assigning Lender Xxxxxx being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall in no event be less than the lesser of (A) $10,000,000 or (unless each of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 in excess of that amount and (B) the full amount of the assigning Lenderor such Xxxxxx’s entire Commitment, if applicable with respect to any Lender, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $5,000 or such lesser amount as 3,500 (which shall be approved payable by the Agent (iv) one or more of the parties to each such assignment shall have agreed to reimburse the Agent for all feesAssignment and Assumption, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred not by the Agent Borrower (except in connection with such assignment the case of a demand under Section 8.07(g)), and shall not be payable if the assignee is a Federal Reserve Bank), (v) unless an the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default shall have occurred under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and be continuing, or such assignment shall be to an Affiliate of such Lender, (vi) the Borrower shall be deemed to have consented to any such assignmentassignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon such execution, delivery delivery, acceptance and acceptance by the Agent and the recording by the Agentrecording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified thereinAssumption, (ix) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement
Assignments and Participations. (a) Each Lender Bank may, upon obtaining the prior written notice to consent of the AgentCompany (which consent shall not be unreasonably withheld or delayed), and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall assign to one or more banks or other entities all or a portion of its rights and obligations under this AgreementAgreement and, on a percentage basis equal to the percentage of the Commitment being assigned, under any Local Currency Addendum (including, without limitation, all or a portion of its Commitment, any Local Currency Commitment, the Advances owing to it and the Note or Notes held by it); providedPROVIDED, howeverHOWEVER, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s Bank's rights and obligations under this Agreementso assigned, (ii) the amount of the Commitment, if applicable with respect to any Lender, Commitment of the assigning Lender Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) may be in the amount of such Bank's entire Commitment but otherwise shall in no event not be less than the lesser of (A) $10,000,000 or 15,000,000 and shall be an integral multiple of $1,000,000 in excess of that amount 500,000 unless the Borrower and (B) the full amount of the assigning Lender’s Commitment, if applicable with respect to any LenderAgent otherwise consent, (iii) each such assignment shall be to an Eligible Assignee, and in the case of an assignment of rights and obligations under a Local Currency Addendum, each such assignment shall be to an entity that qualifies as an Eligible Local Currency Bank under the terms of such Local Currency Addendum, and (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and AcceptanceAcceptance (and such other document or documents as may be required by any applicable Local Currency Addendum), together with a processing and recordation fee of $5,000 3,000; and PROVIDED, FURTHER, that, notwithstanding the foregoing, each Bank may, without the consent of the Company and without the payment of the processing and recordation fee, assign to one or more Affiliates of such lesser amount as shall be approved by the Agent (iv) the parties to each such assignment shall have agreed to reimburse the Agent for Bank all fees, costs or a portion of its rights and expenses obligations under this Agreement (including, without limitation, the reasonable fees and out-of-pocket expenses all or a portion of counsel for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment shall be to an Affiliate of such Lenderits Commitment, the Borrower shall have consented Advances owing to such assignmentit and the Note or Notes held by it). Upon such execution, delivery delivery, acceptance and acceptance by the Agent and the recording by the Agentrecording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least two Business Days after the date of acceptance thereof by the Agent, unless a later date is specified thereinexecution thereof, (ix) the assignee thereunder shall be a party hereto and to any Local Currency Addendum, if applicable, and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender Bank hereunder and under any such Local Currency Addendum and (iiy) the Lender Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement and under any such Local Currency Addendum (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s Bank's rights and obligations under this Agreement, such Lender Bank shall cease to be a party heretohereto and to any such Local Currency Addendum).
Appears in 2 contracts
Samples: Multicurrency Credit Agreement (Ecolab Inc), Multicurrency Credit Agreement (Ecolab Inc)
Assignments and Participations. (a) Each Lender may, and (following a demand by such Lender pursuant to Section 2.10 or 2.12) upon written at least five Business Days' notice to such Lender and the Administrative Agent, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall will assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this AgreementAgreement (including, without limitation, all or a portion of its Commitment or Commitments, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all rights and obligations under and in respect of one or more Facilities, (ii) except in the assigning case of an assignment to a Person that, immediately prior to such assignment, was a Lender’s , an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender's rights and obligations under this Agreement, (ii) the aggregate amount of the Commitment, if applicable with respect to any Lender, of the assigning Lender Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than the lesser of (A) $10,000,000 or an integral multiple of $1,000,000 in excess (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of that amount and (B) effectiveness of such assignment, the full amount of the assigning Lender’s Commitment, if applicable with respect to any LenderBorrower), (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (other than as to assignments to then existing Lenders and/or their Affiliates) and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and together with a processing and recordation fee in the amount of $5,000 or such lesser amount as shall be approved by 3,500; provided, however, that the Agent processing and recordation fee set forth in sub-clause (iv) the parties above shall not be payable (A) with respect to each such an assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment shall be any Lender Party to an Affiliate or an Approved Fund of such LenderLender Party, or (B) with respect to an assignment (x) which is both by and to an existing Lender Party or (y) with a stated effective date occurring prior to the Borrower shall have consented to such assignment. Upon such execution, delivery and acceptance by the Agent and the recording by the Agent, from and 90th day after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)Effective Date hereof.
Appears in 2 contracts
Samples: Credit Agreement (Steel Dynamics Inc), Credit Agreement (Steel Dynamics Inc)
Assignments and Participations. (a) 11.12.1 Each Lender maymay assign, upon written notice to the Agent, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall assign to one or more banks or other entities Eligible Assignees, all or a portion of its rights and obligations under this AgreementAgreement (including without limitation all or a portion of the Loans owing to it) and other Loan Documents; providedPROVIDED, howeverHOWEVER, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s 's rights and obligations under this AgreementAgreement and other Loan Documents, and the assignment shall cover the same percentage of such Lender's Loans, (ii) unless Agent and Borrower otherwise consent (except that after an Event of Default only the consent of Agent shall be required), the aggregate amount of the Commitment, if applicable with respect to any Lender, Loans of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall in no event be less than the lesser of Five Million Dollars (A$5,000,000) $10,000,000 or and shall be an integral multiple of One Million Dollars ($1,000,000 in excess of that amount and 1,000,000), (Biii) after giving effect to such assignment, the full aggregate amount of the Loans retained by the assigning Lender’s Commitment, if applicable with respect to any LenderLender shall in no event be less than Five Million Dollars ($5,000,000), (iiiiv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance approval and recording in the Registeracceptance, an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $5,000 or such lesser amount as shall be approved by the Agent (iv) the parties to each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event Agent shall receive from the assignor a processing fee of Default shall have occurred and be continuing, or such assignment shall be to an Affiliate of such Lender, the Borrower shall have consented to such assignmentThree Thousand Dollars ($3,000). Upon such execution, delivery delivery, approval and acceptance by the Agent acceptance, and the recording by the Agent, from and after upon the effective date specified in each the applicable Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified thereinAssumption, (iX) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender hereunder hereunder, and (iiY) the assigning Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AcceptanceAssumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 2 contracts
Samples: Term Loan Agreement (Chelsea Gca Realty Inc), Term Loan Agreement (Chelsea Gca Realty Partnership Lp)
Assignments and Participations. (a) Each Lender may, upon written notice to the Agent, may (and, solely so long as no Default shall have occurred and be continuing, if demanded by Crompton Corp. (following a demand by such Lender pursuant to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, Section 2.10 or 2.12 or if such Lender shall be a Defaulting Lender) assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this AgreementAgreement (including, without limitation, all or a portion of its Commitment or Commitments, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all rights and obligations under and in respect of all of the assigning Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, (ii) the amount of the Commitment, if applicable with respect to any Lender, Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $20,000,000 or, if the lesser of (A) $10,000,000 or an integral multiple of $1,000,000 in excess of that amount and (B) the full aggregate amount of the Commitment of such assigning Lender is less than 20,000,000, all of such Lender’s 's Commitment, if applicable with respect to any Lender, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by Crompton Corp. pursuant to this Section 8.07(a) shall be arranged by Crompton Corp. after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement and the other Loan Documents or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement and the other Loan Documents, (v) no Lender shall be obligated to make any such assignment as a result of a demand by Crompton Corp. pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the applicable Borrowers or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) no such assignments shall be permitted without the consent of the Agent until the Agent shall have notified the Lender Parties that syndication of the Commitments hereunder has been completed, and (vii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $5,000 or such lesser amount as shall be approved by the Agent (iv) the parties to each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment shall be to an Affiliate of such Lender, the Borrower shall have consented to such assignment. Upon such execution, delivery and acceptance by the Agent and the recording by the Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)3,500.
Appears in 2 contracts
Samples: Credit Agreement (Crompton & Knowles Corp), Credit Agreement (Uniroyal Chemical Co Inc)
Assignments and Participations. (a) Each Lender maymay sell, upon written notice to the Agenttransfer, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall negotiate or assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreementhereunder (including all of its rights and obligations with respect to the Term Loans, the Revolving Loans, the Swing Loans and the Letters of Credit); provided, however, that (i) each if any such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights Revolving Credit Outstandings and obligations under this AgreementRevolving Credit Commitments, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment and (B) shall be subject to the prior consent of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed), (ii) the aggregate amount of the Commitment, if applicable with respect to any Lender, of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than the lesser of (A) $10,000,000 1,000,000 or an integral multiple of $1,000,000 in excess thereof (treating multiple, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor as a single assignment for purposes of that amount this clause (a)), except, in either case, (A) with the consent of the Borrower and the Administrative Agent or (B) the full amount if such assignment is being made to a Lender or an Affiliate or Approved Fund of the assigning Lender’s Commitment, if applicable with respect to any Lender, such Lender and (iii) the parties to each if such assignment shall execute and deliver Eligible Assignee is not, prior to the Agentdate of such assignment, for its acceptance and recording in the Registera Lender or an Affiliate or Approved Fund of a Lender, an Assignment and Acceptance, together with a processing and recordation fee of $5,000 or such lesser amount as shall be approved by the Agent (iv) the parties to each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment shall be subject to an Affiliate of such Lender, the Borrower shall have consented to such assignment. Upon such execution, delivery and acceptance by the Agent and the recording by the Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (iA) the assignee thereunder prior consent of the Administrative Agent (which consent shall not be a party hereto unreasonably withheld or delayed) and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 2 contracts
Samples: Credit Agreement (Knology Inc), Credit Agreement (Knology Inc)
Assignments and Participations. (a) Each Lender maymay and, so long as no Default shall have occurred and be continuing, if demanded by BRW (following a demand by such Lender pursuant to Section 2.10 or 2.12) upon written at least five Business Days’ notice to such Lender and the Administrative Agent, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall will assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this AgreementAgreement (including, without limitation, all or a portion of its Commitment or Commitments, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all rights and obligations under and in respect of one or more Facilities, (ii) except in the assigning case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, (ii) the aggregate amount of the Commitment, if applicable with respect to any Lender, of the assigning Lender Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than the lesser of (A) $10,000,000 1,000,000 or an integral multiple of $1,000,000 in excess thereof (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrowers) under each Facility for which a Commitment is being assigned; provided, that in the event of concurrent assignments to two or more Related Funds, all such concurrent assignments shall be aggregated in determining compliance with this requirement, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Borrowers pursuant to this Section 9.07(a) shall be arranged by the Borrowers after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrowers pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrowers or one or more Eligible Assignees in an aggregate amount and (B) at least equal to the full aggregate outstanding principal amount of the assigning Lender’s Commitment, if applicable with respect Advances owing to any such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (iiivi) [intentionally omitted] and (vii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $5,000 or such lesser amount as shall be approved by the Agent (iv) the parties to 3,500; provided, however, that for each such assignment made as a result of a demand by any Borrower pursuant to this Section 9.07(a), such Borrower shall have agreed pay to reimburse the Administrative Agent for all feesthe applicable processing and recordation fee; provided further, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred by the Agent in connection with that no such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment fee shall be payable in the case of any assignment to an Affiliate of such Lender, the Borrower shall have consented to such assignment. Upon such execution, delivery a Related Fund; and acceptance by the Agent and the recording by the Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (andprovided still further that, in the case of an Assignment and Acceptance covering all or contemporaneous assignments by a Lender to more than one fund managed by the remaining portion of an assigning Lender’s rights and obligations under this Agreementsame investment advisor (which funds are not then Lenders hereunder), only a single such Lender fee shall cease to be a party hereto)payable for such contemporaneous assignments.
Appears in 2 contracts
Samples: Credit Agreement (Broadwing Inc), Credit Agreement (Broadwing Communications Inc)
Assignments and Participations. (a) Each Lender maymay and, so long as no Default shall have occurred and be continuing, if demanded by the Borrower (following a demand by such Lender pursuant to Section 2.10 or 2.12) upon written at least five Business Days' notice to such Lender and the AgentAdministrative Agent will, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this AgreementAgreement and the other Loan Documents (including, without limitation, all or a portion of its Commitment or Commitments, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) each except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment shall be of a constant, and not a varying, percentage of all of the assigning a Lender’s 's rights and obligations under this Agreement, (ii) the aggregate amount of the Commitment, if applicable with respect to any Lender, of the assigning Lender Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than the lesser of (A) $10,000,000 or an integral multiple of $1,000,000 (or, in excess each case, such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of that amount effectiveness of such assignment, the Borrower) under each Facility for which a Commitment is being assigned, (ii) each such assignment shall be to an Eligible Assignee and (B) the full amount of the assigning Lender’s Commitment, if applicable with respect to any Lender, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and (except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate or an Approved Fund of the assigning Lender) a processing and recordation fee of $5,000 or such lesser amount as shall be approved by the Agent (iv) the parties to each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment shall be to an Affiliate of such Lender, the Borrower shall have consented to such assignment. Upon such execution, delivery and acceptance by the Agent and the recording by the Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)3,500.
Appears in 2 contracts
Samples: Credit Agreement (Esterline Technologies Corp), Credit Agreement (Esterline Technologies Corp)
Assignments and Participations. (a) Each Lender may, upon written notice to the Agent, may (and, solely so long as no Default shall have occurred and be continuing, if demanded by Crompton Corp. (following a demand by such Lender pursuant to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, Section 2.12 or 2.15 or if such Lender shall be a Defaulting Lender) assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this AgreementAgreement (including, without limitation, all or a portion of its Commitment or Commitments, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all rights and obligations under and in respect of all of the assigning Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, (ii) the amount of the Commitment, if applicable with respect to any Lender, Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than US$20,000,000 or, if the lesser of (A) $10,000,000 or an integral multiple of $1,000,000 in excess of that amount and (B) the full aggregate amount of the Commitment of such assigning Lender is less than US$20,000,000, all of such Lender’s 's Commitment, if applicable with respect to any Lender, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by Crompton Corp. pursuant to this Section 8.07(a) shall be arranged by Crompton Corp. after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement and the other Loan Documents or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement and the other Loan Documents, (v) no Lender shall be obligated to make any such assignment as a result of a demand by Crompton Corp. pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the applicable Borrowers or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) no such assignments shall be permitted without the consent of the Agent until the Agent shall have notified the Lender Parties that syndication of the Commitments hereunder has been completed, and (vii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $5,000 or such lesser amount as shall be approved by the Agent (iv) the parties to each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel US$3,500; provided further that for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event purposes of Default shall have occurred and be continuingmaking Working Capital B-2 Advances, or such assignment shall be to an Affiliate of such Lender, the Borrower shall have consented to such assignment. Upon such execution, delivery and acceptance by the Agent and the recording by the Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a any Working Capital B-2 Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish may assign its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, the Working Capital B-2 Facility to any Affiliate of such Lender shall cease to be a party hereto)Working Capital B-2 Lender.
Appears in 2 contracts
Samples: Credit Agreement (Crompton & Knowles Corp), Credit Agreement (Uniroyal Chemical Co Inc)
Assignments and Participations. (a) Each Lender maymay and, if demanded by the Borrower (following a demand by such Lender pursuant to Section 2.11 or 2.14) upon written at least five Business Days’ notice to such Lender and the Agent, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall will assign to one or more banks or other entities Persons all or a portion of its rights and obligations under any Facility under this AgreementAgreement (including, without limitation, all or a portion of its Commitment, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement with respect to one of more Facilities, (ii) except in the assigning case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this AgreementAgreement with respect to a Facility, (ii) the amount of the Commitment, if applicable with respect to any Lender, Commitment under such Facility of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than the lesser of (A) $10,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof unless the Borrower and the Agent otherwise agree, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount and (B) at least equal to the full aggregate outstanding principal amount of the assigning Lender’s Commitment, if applicable with respect Advances owing to any such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (iiivi) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $5,000 or such lesser amount as shall be approved 3,500 payable by the Agent (iv) the parties to each such assignment, provided, however, that in the case of each assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses made as a result of counsel for the Agent) incurred a demand by the Agent in connection with Borrower, such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment recordation fee shall be payable by the Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of the Borrower to an Affiliate of such Eligible Assignee that is an existing Lender, the Borrower shall have consented to such assignment. Upon such execution, delivery delivery, acceptance and acceptance by the Agent and the recording by the Agentrecording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (ix) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (iiy) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Sections 2.11, 2.14 and 8.04 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 2 contracts
Samples: Credit Agreement (Embarq CORP), Credit Agreement (Embarq CORP)
Assignments and Participations. (a) Each Lender maymay and, if demanded by the Borrower pursuant to Section 2.22(b) upon written at least five Business Days’ notice to such Lender and the Agent, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall will assign to one or more banks or other entities Persons all or a portion of its rights and obligations under this AgreementAgreement (including, without limitation, all or a portion of its Commitment, the Advances owing to it, its interest in any outstanding Letters of Credit and Swing Line Advances and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment, if applicable with respect to any Lender, Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall in no event be less than the lesser of (A) $10,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof unless the Borrower and the Agent otherwise agree, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount and (B) at least equal to the full aggregate outstanding principal amount of the assigning Advances owing to such Lender’s , together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) the Swing Line Commitment and all outstanding Swing Line Advances may only be assigned in their entirety to a Lender then having a Commitment, if applicable with respect to any Lender, and (iiivii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and AcceptanceAssumption, together with any Revolving Credit Note or Swing Line Note subject to such assignment and a processing and recordation fee of $5,000 or such lesser amount as shall be approved 3,500 payable by the Agent (iv) the parties to each such assignment, provided, however, that in the case of each assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses made as a result of counsel for the Agent) incurred a demand by the Agent in connection with Borrower, such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment recordation fee shall be payable by the Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of the Borrower to an Affiliate of such Eligible Assignee that is an existing Lender, the Borrower shall have consented to such assignment. Upon such execution, delivery delivery, acceptance and acceptance by the Agent and the recording by the Agentrecording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified thereinAssumption, (ix) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender hereunder and (iiy) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AcceptanceAssumption, relinquish its rights (other than its rights under Sections 2.12, 2.15 and 8.04 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 2 contracts
Samples: Credit Agreement (Ugi Utilities Inc), Credit Agreement (Ugi Utilities Inc)
Assignments and Participations. (a) Each Lender maymay and, if demanded by the Guarantor (following a demand by such Lender pursuant to Section 2.10 or 2.13) upon written at least five Business Days' notice to such Lender and the Agent, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall will assign to one or more banks or other entities Persons all or a portion of its rights and obligations under this AgreementAgreement (including, without limitation, all or a portion of its Commitment, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender's rights and obligations under this Agreement, the amount of the Commitment, if applicable with respect to any Lender, Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than the lesser of (A) $10,000,000 or an integral multiple of $1,000,000 in excess thereof unless the Guarantor and the Agent otherwise agree, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Guarantor pursuant to this Section 9.07(a) shall be arranged by the Guarantor after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Guarantor pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrowers or one or more Eligible Assignees in an aggregate amount and (B) at least equal to the full aggregate outstanding principal amount of the assigning Lender’s Commitment, if applicable with respect Advances owing to any such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement and (iiivi) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $5,000 or such lesser amount as shall be approved 3,500, payable by the Agent (iv) the parties to each such assignment, provided, however, that in the case of each assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses made as a result of counsel for the Agent) incurred a demand by the Agent in connection with Guarantor, such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment recordation fee shall be payable by the Guarantor except that no such recordation fee shall be payable in the case of an assignment made at the request of the Guarantor to an Affiliate of such Eligible Assignee that is an existing Lender, the Borrower shall have consented to such assignment. Upon such execution, delivery delivery, acceptance and acceptance by the Agent and the recording by the Agentrecording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (ix) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (iiy) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 2 contracts
Samples: Day Credit Agreement (Omnicom Group Inc), Execution (Omnicom Group Inc)
Assignments and Participations. (a) Each Lender maymay and, so long as no Default shall have occurred and be continuing, if demanded by the Borrower (following a demand by such Lender pursuant to Section 2.10 or 2.12) upon written at least five Business Days’ notice to such Lender and the AgentAdministrative Agent will, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this AgreementAgreement and the other Loan Documents (including, without limitation, all or a portion of its Commitment or Commitments, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) each except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment shall be of a constant, and not a varying, percentage of all of the assigning a Lender’s rights and obligations under this Agreement, (ii) the aggregate amount of the Commitment, if applicable with respect to any Lender, of the assigning Lender Commitments and Advances being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than the lesser of (A) $10,000,000 or an integral multiple of $1,000,000 (or, in excess each case, such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of that amount effectiveness of such assignment, the Borrower) under each Facility for which a Commitment or Advance is being assigned, (ii) each such assignment shall be to an Eligible Assignee and (B) the full amount of the assigning Lender’s Commitment, if applicable with respect to any Lender, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and (except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate or an Approved Fund of the assigning Lender) a processing and recordation fee of $5,000 or such lesser amount as shall be approved by the Agent (iv) the parties to each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment shall be to an Affiliate of such Lender, the Borrower shall have consented to such assignment. Upon such execution, delivery and acceptance by the Agent and the recording by the Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)3,500.
Appears in 2 contracts
Samples: Credit Agreement (Esterline Technologies Corp), Credit Agreement (Esterline Technologies Corp)
Assignments and Participations. (a) Each Lender may, upon with the prior written notice consent of the Borrower, each LC Issuer, the Swingline Lenders and the Administrative Agent (which consents shall not be unreasonably withheld or delayed), and if demanded by the Borrower pursuant to the Agent, and, solely Section 8.07(g) or (h) shall to the extent required by the commercial paper program of any Issuersuch Section, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall assign to one or more banks or other entities all or a portion of its rights and obligations under this AgreementAgreement (including all or a portion of its Commitment, the Advances owing to it and its participation in Facility LCs); provided, however, provided that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under this Agreement, (ii) the amount of the Commitment, if applicable with respect to any Lender, Commitment Amount of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall in no event be less than the lesser of (A) $10,000,000 or (unless each of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 in excess of that amount and (B) the full amount of the assigning or such Lender’s entire Commitment, if applicable with respect to any Lender, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $5,000 or such lesser amount as 3,500 (which shall be approved payable by the Agent (iv) one or more of the parties to each such assignment shall have agreed to reimburse the Agent for all feesAssignment and Assumption, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred not by the Agent Borrower (except in connection with such assignment the case of a demand under Section 8.07(g)), and shall not be payable if the assignee is a Federal Reserve Bank), (v) unless an the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default shall have occurred under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and be continuing, or such assignment shall be to an Affiliate of such Lender, (vi) the Borrower shall be deemed to have consented to any such assignmentassignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon such execution, delivery delivery, acceptance and acceptance by the Agent and the recording by the Agentrecording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified thereinAssumption, (ix) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement
Assignments and Participations. (a) Each Lender may, and (following a demand by such Lender pursuant to Section 2.10 or 2.12) upon written at least five Business Days’ notice to such Lender and the Administrative Agent, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall will assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this AgreementAgreement (including, without limitation, all or a portion of its Commitment or Commitments, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all rights and obligations under and in respect of one or more Facilities, (ii) except in the assigning case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, (ii) the aggregate amount of the Commitment, if applicable with respect to any Lender, of the assigning Lender Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall in no event be less than $5,000,000 (or such lesser amount as shall be approved by the lesser Administrative Agent and so long as no Default shall have occurred and is continuing at the time of (A) $10,000,000 or an integral multiple of $1,000,000 in excess of that amount and (B) such assignment, the full amount of the assigning Lender’s Commitment, if applicable with respect to any LenderBorrower), (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (other than as to assignments to then existing Lenders and/or their Affiliates) and recording in the Register, an Assignment and AcceptanceAssumption, together with any Note or Notes subject to such assignment and together with a processing and recordation fee in the amount of $5,000 or such lesser amount as shall be approved by 3,500; provided, however, that the Agent processing and recordation fee set forth in sub-clause (iv) the parties above shall not be payable (A) with respect to each such an assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment shall be any Lender Party to an Affiliate or an Approved Fund of such LenderLender Party, or (B) with respect to an assignment (x) which is both by and to an existing Lender Party or (y) with a stated effective date occurring prior to the Borrower shall have consented to such assignment. Upon such execution, delivery and acceptance by the Agent and the recording by the Agent, from and 90th day after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)Closing Date hereof.
Appears in 2 contracts
Samples: Credit Agreement (Steel Dynamics Inc), Credit Agreement (Steel Dynamics Inc)
Assignments and Participations. (a) Each Lender maymay and, if demanded by the Company (following a demand by such Lender pursuant to Section 2.10 or 2.13) upon written at least five Business Days' notice to such Lender and the Agent, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall will assign to one or more banks or other entities Persons all or a portion of its rights and obligations under this AgreementAgreement (including, without limitation, all or a portion of its Commitment, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender's rights and obligations under this Agreement, the amount of the Commitment, if applicable with respect to any Lender, Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than the lesser of (A) $10,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof unless the Company and the Agent otherwise agree, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Company pursuant to this Section 9.07(a) shall be arranged by the Company after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Company pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Company or one or more Eligible Assignees in an aggregate amount and (B) at least equal to the full aggregate outstanding principal amount of the assigning Lender’s Commitment, if applicable with respect Advances owing to any such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (iiivi) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $5,000 or such lesser amount as shall be approved 3,500 payable by the Agent (iv) the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by the Company, such recordation fee shall have agreed be payable by the Company except that no such recordation fee shall be payable in the case of an assignment made at the request of the Company to reimburse the Agent for all feesan Eligible Assignee that is an existing Lender, costs and expenses (includingvii) any Lender may, without limitation, the reasonable fees approval of the Company and out-of-pocket expenses of counsel for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event , assign all or a portion of Default shall have occurred and be continuing, or such assignment shall be its rights to an Affiliate any of such Lender, the Borrower shall have consented to such assignmentits Affiliates. Upon such execution, delivery delivery, acceptance and acceptance by the Agent and the recording by the Agentrecording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (ix) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (iiy) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior such assignment) under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 2 contracts
Samples: Day Term Loan Agreement (Cytec Industries Inc/De/), Year Term Loan Agreement (Cytec Industries Inc/De/)
Assignments and Participations. (a) Each Lender may, upon written notice to the Agent, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall may assign to one or more banks or other entities Persons all or a portion of its rights and obligations under this AgreementAgreement (including all or a portion of its Commitment, the Advances owing to it and the Note held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment, if applicable with respect to any Lender, Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than the lesser of (A) $10,000,000 U.S.$5,000,000 or an integral multiple of $1,000,000 U.S.$1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of that amount a demand by the Borrower pursuant to Section 2.16 shall be arranged by the Borrower after consultation with the Administrative Agent and (B) shall be either an assignment of all of the full amount rights and obligations of the assigning Lender’s Commitment, if applicable Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with respect to any Lenderanother such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (iiiv) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to Section 2.16 unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the amount specified in Section 2.16 and (vi) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $5,000 or such lesser amount as shall be approved by the Agent (iv) the parties to U.S.$3,500; provided, however, that for each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses made as a result of counsel for the Agent) incurred a demand by the Agent in connection with such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment shall be Borrower pursuant to an Affiliate of such LenderSection 2.16, the Borrower shall have consented pay to such assignmentthe Administrative Agent the applicable processing and recordation fee. Upon such execution, delivery delivery, acceptance and acceptance by the Agent and the recording by the Agentrecording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (iA) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (iiB) the 57 GyM Credit Agreement Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Sections 2.09, 2.10, 2.12, 2.13 and 8.04 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 2 contracts
Samples: Credit Agreement (Grana & Montero S.A.A.), Credit Agreement (Grana & Montero S.A.A.)
Assignments and Participations. (a) Each Lender may, and (following a demand by such Lender pursuant to Section 2.10 or 2.12) upon written at least five Business Days’ notice to such Lender and the Paying Agent, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall will assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this AgreementAgreement (including, without limitation, all or a portion of its Commitment or Commitments, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all rights and obligations under and in respect of one or more Facilities, (ii) except in the assigning case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, (ii) the aggregate amount of the Commitment, if applicable with respect to any Lender, of the assigning Lender Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall in no event be less than the lesser of (A) $10,000,000 or an integral multiple of $1,000,000 in excess (or such lesser amount as shall be approved by the Paying Agent and, so long as no Default shall have occurred and be continuing at the time of that amount and (B) effectiveness of such assignment, the full amount of the assigning Lender’s Commitment, if applicable with respect to any LenderBorrower), (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the Paying Agent, for its acceptance (other than as to assignments to then existing Lenders and/or their Affiliates) and recording in the Register, an Assignment and AcceptanceAssumption, together with any Note or Notes subject to such assignment and together with a processing and recordation fee in the amount of $5,000 or such lesser amount as shall be approved by 3,500; provided, however, that the Agent processing and recordation fee set forth in sub-clause (iv) the parties above shall not be payable (A) with respect to each such an assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment shall be any Lender Party to an Affiliate or an Approved Fund of such LenderLender Party, or (B) with respect to an assignment (x) which is both by and to an existing Lender Party or (y) with a stated effective date occurring prior to the Borrower shall have consented to such assignment. Upon such execution, delivery and acceptance by the Agent and the recording by the Agent, from and 90th day after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)Closing Date hereof.
Appears in 2 contracts
Samples: Credit Agreement (Steel Dynamics Inc), Credit Agreement (Steel Dynamics Inc)
Assignments and Participations. (a) Each Lender maymay and, if demanded by the Borrower (following a demand by such Lender pursuant to Section 2.11 or 2.14) upon written at least five Business Days’ notice to such Lender and the Agent, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall will assign to one or more banks or other entities Persons all or a portion of its rights and obligations under this AgreementAgreement (including, without limitation, the Loans owing to it, and the Term Note or Term Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under and in respect of the assigning Facility, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, (ii) the amount of the Commitment, if applicable with respect to any Lender, Loans of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than the lesser of (A) $10,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof unless, in each case, the Borrower and the Agent agree, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 9.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount and (B) at least equal to the full aggregate outstanding principal amount of the assigning Lender’s Commitment, if applicable with respect Loans owing to any such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (iiivi) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Term Note subject to such assignment and a processing and recordation fee of $5,000 or such lesser amount as shall be approved 3,500 payable by the Agent (iv) the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by the Borrower, such recordation fee shall have agreed be payable by the Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of the Borrower to reimburse the Agent for all feesan Eligible Assignee that is an existing Lender, costs and expenses (includingvii) any Lender may, without limitation, the reasonable fees approval of the Borrower and out-of-pocket expenses of counsel for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event , assign all or a portion of Default shall have occurred and be continuing, or such assignment shall be its rights to an Affiliate any of such Lender, the Borrower shall have consented to such assignmentits Affiliates. Upon such execution, delivery delivery, acceptance and acceptance by the Agent and the recording by the Agentrecording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (ix) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (iiy) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.11, 2.14 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Credit Agreement (Lubrizol Corp)
Assignments and Participations. (a) Each Lender may, upon written notice to the Agent, may and, solely to the extent required ------------------------------ if requested by the commercial paper program Borrower upon notice by the Borrower delivered to such Lender and the Administrative Agent pursuant to clause (ii) of any IssuerSection 2.16, Xxxxx’xwill, S&P, Fitch, DBRS and Taiwan Ratings, shall assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this AgreementAgreement (including, without limitation, all or a portion of its Commitment, the Advances owing to it and any Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under this Agreement, (ii) the sum of (A) the amount of the Commitment, if applicable with respect to any Lender, Commitment of the assigning Lender being assigned pursuant to each such assignment and (B) the amount of the commitment being contemporaneously assigned under the 364-Day Credit Agreement by the Person that is such assigning Lender (in both cases determined as of the date of the Assignment and Acceptance or similar agreement with respect to such assignmentassignments) shall in no event not be less than $50,000,000 in the aggregate (unless such lesser of (A) $10,000,000 or an integral multiple of $1,000,000 in excess of amount is previously agreed among such assigning Lender, the Administrative Agent and the Borrower), provided, however, that amount and (B) if the full aggregate amount of the Commitment of such assigning Lender hereunder and its commitment under the 364-Day Credit Agreement is less than $50,000,000 on the date of such proposed assignments, such assigning Lender may assign all, but not less than all, of its remaining rights and obligations under this Agreement and the 364- Day Credit Agreement (unless an assignment of a portion of such assigning Lender’s Commitment's obligations hereunder and thereunder is otherwise previously agreed among such assigning Lender, if applicable with respect to any Lenderthe Administrative Agent and the Borrower), (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment (other than the Borrower) shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $5,000 or such lesser amount as shall be approved by the Agent (iv) the parties to each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment shall be to an Affiliate of such Lender, the Borrower shall have consented to such assignment3,000. Upon such execution, delivery delivery, acceptance and acceptance by the Agent and the recording by the Agentrecording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (ix) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (iiy) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than any rights such Lender assignor may have under Sections 2.11, 2.14 and 8.08) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Credit Agreement (Walt Disney Co/)
Assignments and Participations. (a) Each Lender Bank may, and so long as no Default shall have occurred and be continuing, if demanded by any Account Party (following a demand by such Bank pursuant to Section 2.12) upon written at least five Business Days notice to such Bank and the Administrative Agent, andwill, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this AgreementAgreement (including, without limitation, all or a portion of its LC Commitment Amount, its Letter of Credit Participating Interest Commitment and the Letter of Credit Advances owing to it); provided, however, that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all rights and obligations of such Bank hereunder, except for any non-pro rata assignment made by a Downgraded Bank after a request by the Issuing Bank pursuant to Section 2.14 (and any subsequent non-pro rata assignment of the assigning Lender’s interest so assigned or by the Downgraded Bank) and any other non-pro rata assignment approved by the Administrative Agent and any Account Party, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Bank or an Affiliate of any Bank or an assignment of all of a Bank's rights and obligations under this Agreement, (ii) the aggregate amount of the Commitment, if applicable with respect to any Lender, of the assigning Lender LC Commitment Amounts being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $10,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) each assignment made as a result of a demand by any Account Party pursuant to Section 2.12 shall be arranged by such Account Party after consultation with the lesser Administrative Agent and shall be either an assignment of (A) $10,000,000 all of the rights and obligations of the assigning Bank under this Agreement or an integral multiple assignment of $1,000,000 a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Bank under this Agreement, (v) no Bank shall be obligated to make any such assignment as a result of a demand by any Account Party pursuant to Section 2.12 unless and until such Bank shall have received one or more payments from either such Account Party or other Eligible Assignees in excess of that an aggregate amount and (B) at least equal to the full aggregate outstanding principal amount of the assigning Lender’s CommitmentAdvances made by such Bank, if applicable together with respect accrued interest thereon to any Lenderthe date of payment of such principal amount and all other amounts payable to such Bank under this Agreement, (iiivi) as a result of such assignment, no Account Party shall be subject to additional amounts under Section 2.06 or 2.08, (vii) no such assignment shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing, the Parent (which consents shall not be unreasonably withheld) and (viii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $5,000 or such lesser amount as shall be approved by the Agent (iv) the parties to each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment shall be to an Affiliate of such Lender, the Borrower shall have consented to such assignment. Upon such execution, delivery and acceptance by the Agent and the recording by the Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)2,500.00.
Appears in 1 contract
Samples: Reimbursement Agreement (Ace LTD)
Assignments and Participations. (a) Each Lender maymay sell, upon written notice to the Agenttransfer, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall negotiate or assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreementhereunder (including all of its rights and obligations with respect to the Revolving Loans, the Swing Loans and the Letters of Credit); provided, however, that (i) each if any such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights Revolving Credit Outstandings and obligations under this AgreementRevolving Credit Commitment, such assignment shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment and (ii) the aggregate amount of the Commitment, if applicable with respect to any Lender, of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the Assignor’s entire interest) be less than (in the lesser case of (Ain aggregate) the Revolving Credit Outstandings (and/or the Revolving Credit Commitments)) $10,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof, except, in either case, (A) with the consent of that amount the Borrower and the Administrative Agent or (B) the full amount if such assignment is being made to a Lender or an Affiliate or Approved Fund of the assigning Lender’s Commitment, if applicable with respect to any such Lender, and (iii) if such Eligible Assignee is not, prior to the parties to each date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall execute and deliver be subject to the Agentprior consent of the Administrative Agent and the Borrower (which consent shall not be unreasonably withheld or delayed); provided, for its acceptance and recording in the Registerhowever, an Assignment and Acceptancethat, together with a processing and recordation fee notwithstanding any other provision of $5,000 or such lesser amount as shall be approved by the Agent (iv) the parties to each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitationthis Section 11.2, the reasonable fees and out-of-pocket expenses consent of counsel the Borrower shall not be required for the Agent) incurred by the Agent in connection with such any assignment and (v) unless an which occurs when any Event of Default shall have occurred and be continuing, or such assignment shall be to an Affiliate of such Lender, the Borrower shall have consented to such assignment. Upon such execution, delivery and acceptance by the Agent and the recording by the Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments and Participations. (a) Each Lender Bank may, and so long as no Default shall have occurred and be continuing, if demanded by any Account Party (following a demand by such Bank pursuant to Section 2.12) upon written at least five Business Days notice to such Bank and the Administrative Agent, andwill, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall assign to one or more banks or other entities Eligible Assignee all or a portion of its rights and obligations under this AgreementAgreement (including, without limitation, all or a portion of its LC Commitment Amount, its Letter of Credit Participating Interest Commitment and the Letter of Credit Advances owing to it); provided, however, that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all rights and obligations of such Bank hereunder, except for any non-pro rata assignment made by a Downgraded Bank after a request by the Issuing Bank pursuant to Section 2.14 (and any subsequent non-pro rata assignment of the assigning Lender’s interest so assigned or by the Downgraded Bank) and any other non-pro rata assignment approved by the Administrative Agent and any Account Party, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Bank, an Affiliate of any Bank or an Approved Fund of any Bank or an assignment of all of a Bank's rights and obligations under this Agreement, (ii) the aggregate amount of the Commitment, if applicable with respect to any Lender, of the assigning Lender LC Commitment Amounts being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $10,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) each assignment made as a result of a demand by any Account Party pursuant to Section 2.12 shall be arranged by such Account Party after consultation with the lesser Administrative Agent and shall be either an assignment of (A) $10,000,000 all of the rights and obligations of the assigning Bank under this Agreement or an integral multiple assignment of $1,000,000 a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Bank under this Agreement, (v) no Bank shall be obligated to make any such assignment as a result of a demand by any Account Party pursuant to Section 2.12 unless and until such Bank shall have received one or more payments from either such Account Party or other Eligible Assignees in excess of that an aggregate amount and (B) at least equal to the full aggregate outstanding principal amount of the assigning Lender’s CommitmentAdvances made by such Bank, if applicable together with respect accrued interest thereon to any Lenderthe date of payment of such principal amount and all other amounts payable to such Bank under this Agreement, (iiivi) as a result of such assignment, no Account Party shall be subject to additional amounts under Section 2.06 or 2.08, (vii) no such assignment shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing, the Parent (which consents shall not be unreasonably withheld) and (viii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $5,000 or such lesser amount as shall be approved by the Agent (iv) the parties to each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment shall be to an Affiliate of such Lender, the Borrower shall have consented to such assignment. Upon such execution, delivery and acceptance by the Agent and the recording by the Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)2,500.00.
Appears in 1 contract
Samples: Reimbursement Agreement (Ace LTD)
Assignments and Participations. (a) Each Lender may, upon written ten days’ notice to the Agent and with the prior consent of the Company (which consent shall not be unreasonably withheld or delayed) and, if demanded by the Company pursuant to Section 2.05 (b) or 2.06(b), upon at least 20 Business Days’ notice to such Lender and the Agent, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall will assign to one or more banks or other entities Persons all or a portion of its rights and obligations under this AgreementAgreement (including, without limitation, all or a portion of its Commitment, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an affiliate of a Lender, or an assignment of all of a Lxxxxx’s rights and obligations under this Agreement, the amount of the Commitment, if applicable with respect to any Lender, Commitment of the assigning Lender Lxxxxx being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall in no event be less than $10,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the lesser Company pursuant to this Section 8.07(a) shall be arranged by the Company after consultation with the Agent and shall be either an assignment of (A) $10,000,000 all of the rights and obligations of the assigning Lender under this Agreement or an integral multiple assignment of $1,000,000 a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Company pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Company or one or more Eligible Assignees in excess of that an aggregate amount and (B) at least equal to the full aggregate outstanding principal amount of the assigning Lender’s Commitment, if applicable with respect Advances owing to any such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (iiivi) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the RegisterRegister (as defined in clause (d) below), an Assignment and AcceptanceAssumption, together with any Note requested pursuant to Section 2.13(e) subject to such assignment and a processing and recordation fee of $5,000 or such lesser amount as shall be approved by the Agent 3,500, and (ivvii) the parties Eligible Assignee shall complete, execute and deliver to each such assignment shall have agreed the Borrowers and Agent the appropriate tax form pursuant to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment shall be to an Affiliate of such Lender, the Borrower shall have consented to such assignmentSection 2.14. Upon such execution, delivery delivery, acceptance and acceptance by the Agent and the recording by the Agentrecording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be Assumption and upon compliance with clause (vii) of the date of acceptance thereof by the Agent, unless a later date is specified thereinprevious sentence, (ix) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender hereunder and (iiy) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AcceptanceAssumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto); provided that an assigning Lender’s rights to indemnification and reimbursement pursuant to Section 8.04 and its rights and obligations under Sections 2.11 and 2.14 shall survive assignment hereunder. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose vehicle (an “SPV”) of such Granting Lender, identified as such in writing from time to time by the Granting Lender to the Agent and the Company, the option to provide to the Borrowers all or any part of any Advance that such Granting Lender would otherwise be obligated to make to the Borrowers pursuant to Section 2.01, provided that (i) nothing herein shall constitute a commitment by any SPV to make any Advance, (ii) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Advance, the Granting Lender shall be obligated to make such Advance pursuant to the terms hereof and (iii) the Borrowers may bring any proceeding against either the Granting Lender or the SPV in order to enforce any rights of the Borrowers hereunder. The making of an Advance by an SPV hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance were made by the Granting Lender. Each party hereto hereby agrees that no SPV shall be liable for any payment under this Agreement for which a Lender would otherwise be liable, for so long as, and to the extent, the related Granting Lender makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereof arising out of any claim against such SPV under this Agreement. In addition, notwithstanding anything to the contrary contained in this Section, any SPV may with notice to, but without the prior written consent of, the Company or the Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Advances to its Granting Lender or to any financial institutions (consented to by the Company and the Agent) providing liquidity and/or credit support (if any) with respect to commercial paper issued by such SPV to fund such Advances and such SPV may disclose, on a confidential basis, confidential information with respect to the Company and its Subsidiaries to any rating agency, commercial paper dealer or provider of a surety, guarantee or credit liquidity enhancement to such SPV. This paragraph may not be amended without the consent of any SPV at the time holding Advances under this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Pepsico Inc)
Assignments and Participations. (a) Each Lender The Bank may, and so long as no Event of Default shall have occurred and be continuing, if demanded by the Company pursuant to Section 2.11 upon written at least five (5) Business Days’ notice to the AgentBank, andwill, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this AgreementAgreement and the other Loan Documents (including all or a portion of its Commitment, its LOC Participating Interests and the LOC Disbursements owing to it); provided, however, provided that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all of the assigning Lender’s rights and obligations under this Agreementof the Bank hereunder, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was (x) the Bank or an Affiliate of the Bank, the aggregate amount of the Commitment, if applicable with respect to any Lender, of the assigning Lender Commitment being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall in no event be less than $25,000,000 unless it is an assignment of the lesser entire amount of such assignor’s Commitment, or (Ay) $10,000,000 not the Bank or an integral multiple Affiliate of $1,000,000 in excess of that amount and (B) the full Bank, the aggregate amount of the assigning LenderCommitment being assigned to such Eligible Assignee pursuant to such assignment (determined as of the date of the Assignment and Assumption with respect to such assignment) shall in no event be less than $5,000,000 unless it is an assignment of the entire amount of such assignor’s Commitment, if applicable with respect (iii) each such assignment shall be to any Lenderan Eligible Assignee, (iiiiv) each assignment made as a result of a demand by the Company pursuant to Section 2.11 shall be arranged by the Company after consultation with the Bank, and shall be either an assignment of all of the rights and obligations of the assigning Bank under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Bank under this Agreement, (v) the Bank shall be obligated to make any such assignment as a result of a demand by the Company pursuant to Section 2.11 unless and until the Bank shall have received one or more payments from either the Company or other Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the LOC Disbursements made by the Bank, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to the Bank under this Agreement, (vi) as a result of such assignment, the Company shall not be subject to additional amounts under Section 2.06 or 2.08, and (vii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $5,000 or such lesser amount as shall be approved by the Agent (iv) the parties to each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment shall be to an Affiliate of such Lender, the Borrower shall have consented to such assignment. Upon such execution, delivery and acceptance by the Agent and the recording by the Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)Assumption.
Appears in 1 contract
Samples: Letter of Credit Facility Agreement (Sunpower Corp)
Assignments and Participations. (a) Each Syndicated Lender maymay sell, upon written notice to the Agenttransfer, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall negotiate or assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreementhereunder (including all of its rights and obligations with respect to the Term Loan, the Revolving Loans, the Swing Line Loans, the Foreign Currency Loans and the Letters of Credit); provided, however, that (ii)(A) each if any such assignment shall be of a constantthe assigning Syndicated Lender’s Revolving Credit Outstandings and Revolving Credit Commitments, and not a varying, such assignment shall cover the same percentage of all such Syndicated Lender’s Revolving Credit Outstandings and Revolving Credit Commitment and (B) if any such assignment shall be of the assigning Syndicated Lender’s rights Pro Rata Term Share of the Term Loan and obligations under this AgreementTerm Loan Commitment (if any), such assignment shall cover the same percentage of such Syndicated Lender’s Pro Rata Term Share of the Term Loan and Term Loan Commitment (if any), (ii) the aggregate amount of the Commitment, if applicable with respect to any Lender, of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the Assignor’s entire interest) be less than (x) in the lesser case of (A) the Revolving Credit Facility, $10,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof or (y) in the case of that amount the Term Loan Facility, $1,000,000 or an integral multiple of $1,000,000 in excess thereof, except, in any case, (A) with the consent of the Borrower (not to be unreasonably withheld or delayed) and the Administrative Agent or (B) the full amount if such assignment is being made to a Syndicated Lender or an Affiliate or Approved Fund of the assigning Lender’s Commitment, if applicable with respect to any such Syndicated Lender, (iii) if such Eligible Assignee is not, prior to the parties to each date of such assignment, a Syndicated Lender or an Affiliate or Approved Fund of a Syndicated Lender, such assignment shall execute and deliver be subject to the Agent, for its acceptance prior consent of the Administrative Agent and recording in the Register, an Assignment Borrower (which consent shall not be unreasonably withheld or delayed) and Acceptance, together with (iv) any assignment of a processing and recordation fee of $5,000 or such lesser amount as shall Revolving Credit Commitment must be approved by the Agent Administrative Agent, each L/C Issuer and the Swing Line Lender (iv) the parties to each such assignment shall have agreed consent not to reimburse the Agent for all feesbe unreasonably withheld or delayed); and provided, costs and expenses (includingfurther, without limitationthat, notwithstanding any other provision of this Section 10.07, the reasonable fees and out-of-pocket expenses consent of counsel the Borrower shall not be required for the Agent) incurred by the Agent in connection with such any assignment and (v) unless an occurring when any Event of Default shall have occurred and be continuing, or . Any such assignment shall need not be to an Affiliate of such Lender, ratable as among the Borrower shall have consented to such assignment. Upon such execution, delivery and acceptance by the Agent Term Loan Facility and the recording by the Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)Revolving Credit Facility.
Appears in 1 contract
Samples: Credit Agreement (Jarden Corp)
Assignments and Participations. (a) Each Lender may, and if demanded by the Borrower (following a demand by such Lender pursuant to Section 2.10 or 2.13) upon written at least five Business Days' notice to such Lender and the AgentAgent will, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall assign to one or more banks or other entities Persons all or a portion of its rights and obligations under this AgreementAgreement (including, without limitation, all or a portion of its Commitment, the Advances owing to it and any Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender's rights and obligations under this Agreement, the amount of the Commitment, if applicable with respect to any Lender, Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than the lesser of (A) $10,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount and (B) at least equal to the full aggregate outstanding principal amount of the assigning Lender’s Commitment, if applicable with respect Advances owing to any such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement and (iiivi) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $5,000 or such lesser amount as shall be approved 3,500 payable by the Agent (iv) the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by the Borrower, such recordation fee shall have agreed be payable by the Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of the Borrower to reimburse the Agent for all feesan Eligible Assignee that is an existing Lender, costs and expenses (includingvii) any Lender may, without limitation, the reasonable fees approval of the Borrower and out-of-pocket expenses of counsel for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event , assign all or a portion of Default shall have occurred and be continuing, or such assignment shall be its rights to an Affiliate any of such Lender, the Borrower shall have consented to such assignmentits Affiliates. Upon such execution, delivery delivery, acceptance and acceptance by the Agent and the recording by the Agentrecording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (ix) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (iiy) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Credit Agreement (Bausch & Lomb Inc)
Assignments and Participations. (a) Each Lender may, upon written notice to the Agent, may (and, solely to the extent required if demanded by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall Borrower in accordance with Section 2.10(e) or 9.01(b) will) assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this AgreementAgreement (including, without limitation, all or a portion of its Commitment or Commitments, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all rights and obligations under and in respect of one or more of the assigning Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or a Fund Affiliate of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, (ii) the aggregate amount of the Commitment, if applicable with respect to any Lender, of the assigning Lender Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than the lesser of (A) $10,000,000 5,000,000 under each Facility or an integral multiple of $1,000,000 in excess thereof (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of that amount effectiveness of such assignment, the Borrower), (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to Section 2.10(e) or 9.01(b) shall be an assignment of all rights and (B) the full amount obligations of the assigning Lender under this Agreement, (v) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender’s Commitment, if applicable an Affiliate of any Lender or a Fund Affiliate of any Lender and so long as no Default shall have occurred and be continuing, each assignment shall be made with respect the consent of the Borrower, which consent shall not be unreasonably withheld or delayed, (vi) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or a Fund Affiliate of any Lender, which assignment shall not require the consent of the Administrative Agent, no such assignments shall be permitted at any time without the consent of the Administrative Agent (iiiwhich consent shall not be unreasonably withheld), and (vii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and, except if such assignment is being made by a Lender to an Affiliate or Fund Affiliate of such Lender, a processing and recordation fee of $5,000 or such lesser amount as shall be approved by the Agent (iv) the parties to 3,500; provided, however, that for each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses made as a result of counsel for the Agent) incurred a demand by the Agent in connection with such assignment and (vBorrower pursuant to Section 2.10(e) unless an Event of Default shall have occurred and be continuing, or such assignment shall be to an Affiliate of such Lender9.01(b), the Borrower shall have consented to such assignment. Upon such execution, delivery and acceptance by the Agent and the recording by the Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, pay to the extent that rights Administrative Agent the applicable processing and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)recordation fee.
Appears in 1 contract
Assignments and Participations. (a) Each Lender may, upon written notice to with the consent of the Administrative Agent, and, solely so long as no Event of Default has occurred and is continuing, with the consent of the Appropriate Borrower (in each case, such consent not to the extent required by the commercial paper program of any Issuerbe unreasonably withheld or delayed), Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this AgreementAgreement (including, without limitation, all or a portion of its obligation to make or purchase U.S. Letter of Credit Advances, the Advances owing to it and the Lender Note or Lender Notes held by it); provided, however, that no consent by either Borrower or the Administrative Agent shall be required for an assignment to any Person who is an Affiliate or a Related Fund of such Lender, and provided further that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all rights and obligations under and in respect of one or more Facilities, (ii) except in the assigning case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or a Related Fund of any Lender or an assignment which will result in a group of Lenders which are managed by the same Person holding an obligation to make or purchase U.S. Letter of Credit Advances or an Advance (as the case may be) of not less than $1,000,000 or an assignment of all of a Lender’s rights and obligations under this Agreement, (ii) the amount of the Commitment, if applicable with respect obligation to any Lender, make or purchase U.S. Letter of Credit Advances or the Advances (as the case may be) of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than the lesser of $1,000,000 (A) $10,000,000 or an integral multiple multiples of $1,000,000 200,000 in excess of that amount and (B) the full amount of the assigning Lender’s Commitment, if applicable with respect to any Lenderthereof), (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Lender Note or Lender Notes subject to such assignment and, other than in the case of an assignment to an Affiliate of such Lender, a processing and recordation fee of $5,000 or 3,500, provided that only one such lesser amount as fee shall be approved by the Agent (iv) the parties to each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred by the Agent payable in connection with such assignment and (v) unless an Event of Default shall have occurred and be continuing, simultaneous assignments by or such assignment shall be to an Affiliate of such Lender, the Borrower shall have consented to such assignment. Upon such execution, delivery and acceptance by the Agent and the recording by the Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all two or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)more Related Funds.
Appears in 1 contract
Samples: Credit Agreement (Accuride Corp)
Assignments and Participations. (a) Each Lender maymay and, if demanded by the Borrower (so long as no Default shall have occurred and be continuing and following a demand by such Lender pursuant to Section 2.11 or 2.14) upon written at least five Business Days’ notice to such Lender and the Agent, andwill, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall assign to one or more banks or other entities Persons all or a portion of its rights and obligations under this AgreementAgreement (including, without limitation, all or a portion of its Commitment, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment, if applicable with respect to any Lender, Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than the lesser of (A) $10,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount and (B) at least equal to the full aggregate outstanding principal amount of the assigning Lender’s Commitment, if applicable with respect Advances owing to any such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts accrued or payable to such Lender under this Agreement, and (iiivi) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $5,000 or such lesser amount as shall be approved 3,500 payable by the Agent (iv) the parties to each such assignment, provided, however, that in the case of each assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses made as a result of counsel for the Agent) incurred a demand by the Agent in connection with Borrower, such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment recordation fee shall be payable by the Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of the Borrower to an Affiliate of such Eligible Assignee that is an existing Lender, the Borrower shall have consented to such assignment. Upon such execution, delivery delivery, acceptance and acceptance by the Agent and the recording by the Agentrecording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (ix) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (iiy) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Sections 2.11, 2.14 and 8.04 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations (other than its obligations under Section 7.05 to the extent any claim thereunder relates to an event arising prior to such assignment) under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments and Participations. (a) Each Lender maymay sell, upon written notice to the Agenttransfer, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall negotiate or assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreementhereunder (including all of its rights and obligations with respect to the Loans and the Letters of Credit); provided, however, that (i) each (A) if any such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights 's Outstandings and obligations under this AgreementCommitments, such assignment shall cover the same percentage of such Lender's Outstandings and Commitments, (ii) the aggregate amount of the Commitment, if applicable with respect to any Lender, of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the Assignor's entire interest) be less than the lesser of (A) $10,000,000 or an integral multiple of $1,000,000 in excess of that amount and (B) thereof, except, in either case, with the full amount consent of the assigning Lender’s Commitment, if applicable with respect to any Lender, Borrower and the Administrative Agent and (iii) if such Eligible Assignee is not, prior to the parties to each date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall execute and deliver be subject to the Agentprior consent of the Administrative Agent and the Borrower (which consents shall not be unreasonably withheld or delayed); and provided, for its acceptance and recording in the Registerfurther, an Assignment and Acceptancethat, together with a processing and recordation fee notwithstanding any other provision of $5,000 or such lesser amount as shall be approved by the Agent (iv) the parties to each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitationthis Section 11.2, the reasonable fees and out-of-pocket expenses consent of counsel the Borrower shall not be required for the Agent) incurred by the Agent in connection with such any assignment and (v) unless an occurring when any Event of Default shall have occurred and be continuing; and provided, further, that no such sale, transfer, negotiation or such assignment shall be permitted if, after giving effect to an Affiliate such sale, transfer, negotiation or assignment, Affiliates of such Lender, the Borrower shall have consented that are Lenders would hold, collectively, greater than or equal to such assignment. Upon such execution50% of the outstanding Loans or Commitments, delivery and acceptance by the Agent and the recording by the Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in as the case of an Assignment and Acceptance covering all or may be, under the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)Facility.
Appears in 1 contract
Assignments and Participations. (a) Each Lender may, upon written notice to the Agent, may (and, solely to the extent required if demanded by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall Borrower in accordance with Section 2.10(e) or 9.01(b) will) assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this AgreementAgreement (including, without limitation, all or a portion of its Commitment or Commitments, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all rights and obligations under and in respect of one or more of the assigning Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or a Fund Affiliate of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, (ii) the aggregate amount of the Commitment, if applicable with respect to any Lender, of the assigning Lender Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than the lesser of (A) $10,000,000 5,000,000 under each Facility or an integral multiple of $1,000,000 in excess thereof (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower), (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to Section 2.10(e) or 9.01(b) shall be an assignment of all rights and obligations of the assigning Lender under this Agreement, (v) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or a Fund Affiliate of any Lender and so long as no Default shall have occurred and be continuing, each assignment shall be made with the consent of the Borrower, which consent shall not be unreasonably withheld or delayed, (vi) no such assignments shall be permitted (A) until the Administrative Agent shall have notified the Lender Parties that amount syndication of the Commitments hereunder has been completed, without the consent of the Administrative Agent, and (B) at any other time without the full amount consent of the assigning Lender’s CommitmentAdministrative Agent (which consent shall not be unreasonably withheld), if applicable with respect to any Lender, and (iiivii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and, except if such assignment is being made by a Lender to an Affiliate or Fund Affiliate of such Lender, a processing and recordation fee of $5,000 or such lesser amount as shall be approved by the Agent (iv) the parties to 3,500; provided, however, that for each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses made as a result of counsel for the Agent) incurred a demand by the Agent in connection with such assignment and (vBorrower pursuant to Section 2.10(e) unless an Event of Default shall have occurred and be continuing, or such assignment shall be to an Affiliate of such Lender9.01(b), the Borrower shall have consented to such assignment. Upon such execution, delivery and acceptance by the Agent and the recording by the Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, pay to the extent that rights Administrative Agent the applicable processing and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)recordation fee.
Appears in 1 contract
Samples: Revolving Credit Agreement (Sunstone Hotel Investors, Inc.)
Assignments and Participations. (a) Each Lender maymay and, if demanded by the Borrower (following a demand by such Lender pursuant to Section 2.10 or 2.13) upon written at least 5 Business Days’ notice to such Lender and the Agent, andwill, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall assign to one or more banks or other entities Persons all or a portion of its rights and obligations under this AgreementAgreement (including, without limitation, all or a portion of its Commitment, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment, if applicable with respect to any Lender, Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than the lesser of (A) $10,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof unless the Borrower and the Agent otherwise agree, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount and (B) at least equal to the full aggregate outstanding principal amount of the assigning Lender’s Commitment, if applicable with respect Advances owing to any such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (iiivi) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $5,000 or such lesser amount as shall be approved 3,500 payable by the Agent (iv) the parties to each such assignment, provided, however, that in the case of each assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses made as a result of counsel for the Agent) incurred a demand by the Agent in connection with Borrower, such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment recordation fee shall be payable by the Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of the Borrower to an Affiliate of such Eligible Assignee that is an existing Lender, the Borrower shall have consented to such assignment. Upon such execution, delivery delivery, acceptance and acceptance by the Agent and the recording by the Agentrecording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (ix) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (iiy) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Sections 2.10, 2.13 and 8.04 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Bridge Credit Agreement (Intuit Inc)
Assignments and Participations. (a) Each Lender may, upon with the prior written notice consent (except as set forth below) of the Borrower and the Administrative Agent (which consents shall not be unreasonably withheld or delayed), and if demanded by the Borrower pursuant to the Agent, and, solely Section 8.07(g) shall to the extent required by the commercial paper program of any Issuersuch Section, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall assign to one or more banks or other entities all or a portion of its rights and obligations under this AgreementAgreement (including all or a portion of its Commitment and the Loans owing to it); provided, however, provided that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under this Agreement, (ii) the amount of the CommitmentCommitment Amount or Loans, if applicable with respect to any Lenderas applicable, of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall in no event be less than $5,000,000 or, if less, the lesser entire amount of (A) $10,000,000 or such Lender’s Commitment, and shall be an integral multiple of $1,000,000 in excess of that amount and (B) the full amount of the assigning or such Lender’s entire Commitment, if applicable with respect to any Lenderor Loan, as applicable, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $5,000 or such lesser amount as 3,500 (which shall be approved payable by the Agent (iv) one or more of the parties to each such assignment shall have agreed to reimburse the Agent for all feesAssignment and Assumption, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred not by the Agent Borrower (except in connection with such assignment the case of a demand under Section 8.07(g)), and shall not be payable if the assignee is a Federal Reserve Bank), (v) unless an the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default shall have occurred and be continuing, or such assignment shall be to an Affiliate of such Lender, (vi) the Borrower shall be deemed to have consented to any such assignmentassignment unless it shall object thereto by written notice to the Administrative Agent within 10 Business Days after having received written notice thereof. Upon such execution, delivery delivery, acceptance and acceptance by the Agent and the recording by the Agentrecording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified thereinAssumption, (ix) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender hereunder and (iiy) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AcceptanceAssumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party heretohereto (although an assigning Lender shall continue to be entitled to indemnification pursuant to Section 8.04(c).). Notwithstanding anything contained in this Section 8.07(a) to the contrary, (A) the consent of the Borrower and the Administrative Agent shall not be required with respect to any assignment by any Lender to an Affiliate of such Lender or to another Lender or to an Approved Fund, and (B) any Lender may at any time, without the consent of the Borrower or the Administrative Agent, and without any requirement to have an Assignment and Assumption executed, assign all or any part of its rights under this Agreement to a Federal Reserve Bank or other central bank having jurisdiction over such Lender provided that no such assignment shall release the transferor Lender from any of its obligations hereunder. For the purposes of this Section 8.07(a), the term “Approved Fund” has the following meaning:
Appears in 1 contract
Assignments and Participations. (a) Each Lender maymay and, if demanded by the Borrower in accordance with Section 9.01(b) upon written at least five Business Days' notice to such Lender and the Administrative Agent, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall will assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this AgreementAgreement (including, without limitation, all or a portion of its Commitment or Commitments, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all rights and obligations under and in respect of one or more of the assigning Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender’s , an Affiliate of any Lender or a Fund Affiliate of any Lender or an assignment of all of a Lender's rights and obligations under this Agreement, (ii) the aggregate amount of the Commitment, if applicable with respect to any Lender, of the assigning Lender Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than the lesser of (A) $10,000,000 5,000,000 under each Facility or an integral multiple of $1,000,000 in excess thereof (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of that amount effectiveness of such assignment, the Borrower), (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to Section 9.01(b) shall be arranged by the Borrower after consultation with the Administrative Agent, shall be made to an Eligible Assignee approved by the Administrative Agent (such approval not to be unreasonably withheld) and (B) the full amount shall be an assignment of all rights and obligations of the assigning Lender’s Commitment, if applicable with respect to any LenderLender under this Agreement, (iiiv) no such assignments shall be permitted without the consent of the Administrative Agent until the Administrative Agent shall have notified the Lender Parties that syndication of the Commitments hereunder has been completed and (vi) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and, except if such assignment is being made by a Lender to an Affiliate or Fund Affiliate of such Lender, a processing and recordation fee of $5,000 or such lesser amount as shall be approved by the Agent (iv) the parties to 3,500; provided, however, that for each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses made as a result of counsel for the Agent) incurred a demand by the Agent in connection with such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment shall be Borrower pursuant to an Affiliate of such LenderSection 9.01(b), the Borrower shall have consented to such assignment. Upon such execution, delivery and acceptance by the Agent and the recording by the Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, pay to the extent that rights Administrative Agent the applicable processing and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)recordation fee.
Appears in 1 contract
Samples: Credit Agreement (Affordable Residential Communities Inc)
Assignments and Participations. (a) Each Lender may, upon written notice to the Agent, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall may assign to one or more banks or other entities Persons all or a portion of its rights and obligations under this AgreementAgreement (including, without limitation, all or a portion of its Commitment, the Committed Advances owing to it and the Committed Note or Notes held by it); provided, however, that (i) each such assignment (other than assignment to an affiliate of such Lender) shall require the prior written consent of the Borrower, which consent shall not be unreasonably withheld, (ii) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement (other than any right to make Uncommitted Advances, Uncommitted Advances owing to it and Uncommitted Notes), (iii) except in the case of the assigning an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, (ii) the amount of the Commitment, if applicable with respect to any Lender, Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than the lesser of (A) $10,000,000 5,000,000 or an integral multiple of $1,000,000 in excess of that amount thereof, and (B) the full amount of the assigning Lender’s Commitment, if applicable with respect to any Lender, (iiiiv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and AcceptanceAcceptance (which shall include the agreement of the assignee party to such assignment, for the benefit of the Borrower, to be bound by the terms and provisions of this Agreement to the same extent as if it were an original party hereto), together with any Committed Note subject to such assignment and a processing and recordation fee of $5,000 or such lesser amount as shall be approved by the Agent (iv) the parties to each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment shall be to an Affiliate of such Lender, the Borrower shall have consented to such assignment3,000. Upon such execution, delivery delivery, acceptance and acceptance by the Agent and the recording by the Agentrecording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (ix) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the 42 48 rights and obligations of a Lender hereunder and (iiy) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Credit Agreement (Stanley Works)
Assignments and Participations. (a) Each Lender may, upon written notice to the Agent, may (and, solely so long as no Default shall have occurred and be continuing, if demanded by Crompton Corp. (following a demand by such Lender pursuant to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, Section 2.10 or 2.13 or if such Lender shall be a Defaulting Lender) assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this AgreementAgreement (including, without limitation, all or a portion of its Commitment or Commitments, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all rights and obligations under and in respect of all of the assigning Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, (ii) the amount of the Commitment, if applicable with respect to any Lender, Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $20,000,000 or, if the lesser of (A) $10,000,000 or an integral multiple of $1,000,000 in excess of that amount and (B) the full aggregate amount of the Commitment of such assigning Lender is less than 20,000,000, all of such Lender’s 's Commitment, if applicable with respect to any Lender, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by Crompton Corp. pursuant to this Section 8.07(a) shall be arranged by Crompton Corp. after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement and the other Loan Documents or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement and the other Loan Documents, (v) no Lender shall be obligated to make any such assignment as a result of a demand by Crompton Corp. pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the applicable Borrowers or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) no such assignments shall be permitted without the consent of the Agent until the Agent shall have notified the Lender Parties that syndication of the Commitments hereunder has been completed, and (vii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $5,000 or such lesser amount as shall be approved by the Agent (iv) the parties to each such assignment shall have agreed to reimburse the Agent for all fees3,500; provided, costs and expenses (includingfurther, without limitation, the reasonable fees and out-of-pocket expenses of counsel that for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event purposes of Default shall have occurred and be continuingmaking Working Capital B-2 Advances, or such assignment shall be to an Affiliate of such Lender, the Borrower shall have consented to such assignment. Upon such execution, delivery and acceptance by the Agent and the recording by the Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a any Working Capital B-2 Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish may assign its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, the Working Capital B-2 Facility to any Affiliate of such Lender shall cease to be a party hereto)Working Capital B-2 Lender.
Appears in 1 contract
Assignments and Participations. (a) Each Lender maymay and, if demanded by the Borrower pursuant to Section 2.22(b) upon written at least five Business Days’ notice to such Lender and the Agent, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall will assign to one or more banks or other entities Persons all or a portion of its rights and obligations under this AgreementAgreement (including, without limitation, all or a portion of its Commitment, the Advances owing to it, its interest in any outstanding Letters of Credit and Swing Line Advances and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment, if applicable with respect to any Lender, Commitment of the assigning Lender Xxxxxx being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall in no event be less than the lesser of (A) $10,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof unless the Borrower and the Agent otherwise agree, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount and (B) at least equal to the full aggregate outstanding principal amount of the assigning Advances owing to such Lender’s , together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) the Swing Line Commitment and all outstanding Swing Line Advances may only be assigned in their entirety to a Lender then having a Commitment, if applicable with respect to any Lender, and (iiivii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and AcceptanceAssumption, together with any Revolving Credit Note or Swing Line Note subject to such assignment and a processing and recordation fee of $5,000 or such lesser amount as shall be approved 3,500 payable by the Agent (iv) the parties to each such assignment, provided, however, that in the case of each assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses made as a result of counsel for the Agent) incurred a demand by the Agent in connection with Borrower, such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment recordation fee shall be payable by the Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of the Borrower to an Affiliate of such Eligible Assignee that is an existing Lender, the Borrower shall have consented to such assignment. Upon such execution, delivery delivery, acceptance and acceptance by the Agent and the recording by the Agentrecording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified thereinAssumption, (ix) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender hereunder and (iiy) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AcceptanceAssumption, relinquish its rights (other than its rights under Sections 2.12, 2.15 and 8.04 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Credit Agreement (Ugi Corp /Pa/)
Assignments and Participations. (ai) Each Lender may, upon written notice to the Agent, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall Bank may assign to one or ------------------------------ more banks or other entities all or a portion of its rights and obligations under this AgreementAgreement (including, without limitation, all or a portion of its Commitment, the Advances owing to it and the Notes held by it); provided, -------- however, that that, except as provided in Section 9.08(g), (i) each such assignment ------- shall be of a constantuniform, and not a varying, percentage of all of the assigning Lender’s rights and obligations under and in respect of this Agreement, (ii) except in the case of an assignment of all of a Bank's rights and obligations under this Agreement or an assignment to another Bank, the amount of the Commitment, if applicable with respect to any Lender, Commitment of the assigning Lender Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than U.S. $5,000,000 (or the lesser of (A) $10,000,000 or an integral multiple of $1,000,000 in excess of that amount and (B) the full amount of the assigning Lender’s Commitment, if applicable with respect to any LenderCanadian Dollar Equivalent thereof), (iii) the parties to each such assignment shall be to an Eligible Assignee or an Affiliate of a Bank, (iv) each such assignment to an Eligible Assignee or to any Affiliate of a Bank shall be subject to the consent of the U.S. Administrative Agent and the U.S. Borrower, which consent shall not be unreasonably withheld, and (v) the assigning Bank and the assignee shall execute and deliver to the U.S. Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment and a processing and recordation fee of U.S. $5,000 or such lesser amount as shall be approved by the Agent (iv) the parties to each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment shall be to an Affiliate of such Lender, the Borrower shall have consented to such assignment3,000. Upon such execution, delivery delivery, acceptance and acceptance by the Agent and the recording by the Agentrecording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (ix) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender Bank hereunder and (iiy) the Lender Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s Bank's rights and obligations under this Agreement, such Lender Bank shall cease to be a party hereto).
Appears in 1 contract
Samples: Credit Agreement (Wiser Oil Co)
Assignments and Participations. 123 147032870v2 (a) Each Lender may, may upon written at least 30 days' notice to the Agent, and, solely to Administrative Agent and the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall Agents assign to one or more banks or other entities all or a portion of its rights and obligations under this Agreement; provided, however, that (i) each such assignment shall be of a constant, and not a varying, varying percentage of all of the assigning Lender’s 's rights and obligations under this Agreement, (ii) the amount of the Commitment, if applicable with respect to any Lender, Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) ), except if being assigned to an Affiliate of the Lender, shall in no event be less than the lesser of (A) $10,000,000 5,000,000 or an integral multiple of $1,000,000 in excess of that amount and (B) the full amount of the assigning Lender’s Xxxxxx's Commitment, if applicable with respect to any Lender, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the AgentAdministrative Agent (with a copy to the Borrower), for its acceptance and recording in the Lender Register, an Assignment and Acceptance, together with a processing and recordation fee of $5,000 3,500 or such lesser amount as shall be approved by the Agent Administrative Agent, (ivv) the parties to each such assignment shall have agreed to reimburse the Administrative Agent for all reasonable fees, costs and expenses (including, without limitation, including the reasonable fees and out-of-pocket expenses disbursements of counsel for the Administrative Agent) incurred by the Administrative Agent in connection with such assignment assignment, (vi) each Person that becomes a Lender under an Assignment and Acceptance shall agree to be bound by the confidentiality provisions of Article Twelve and (vvii) unless an Event of Default shall have occurred and be continuing, or such assignment there shall be to an Affiliate of such Lenderno increased costs, expenses or Taxes incurred by the Borrower shall have consented to such assignmentAdministrative Agent or any Lender Group upon assignment or participation. Upon such execution, delivery and acceptance by the Agent and the recording by the Administrative Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).. (b) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) such assignee confirms that it has received a copy of this Agreement, together with copies of such financial statements and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iii) such assignee will, independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (iv) such assigning Lender and such assignee confirm that such assignee is an Eligible Assignee; (v) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to such agent by the terms hereof, together with such powers as are reasonably
Appears in 1 contract
Samples: Loan Agreement (Lithia Motors Inc)
Assignments and Participations. (a) Each Any Lender may, upon written notice to the Agent, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall may assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this AgreementAgreement (including all or a portion of its Commitment, Loans and LC Exposure at the time owing to it); provided, however, provided that (i) each such except in the case of an assignment shall be of a constant, and not a varying, percentage of all the entire remaining amount of the assigning Lender’s rights Commitment, Loans and obligations under this AgreementLC Exposure or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, (ii) the aggregate amount of the Commitment, if applicable with respect to any Lender, Commitment (which for this purpose includes Loans and LC Exposure outstanding thereunder) of the assigning Lender being assigned pursuant subject to each such assignment (determined as of the date of the Assignment and Acceptance Assumption Agreement with respect to such assignmentassignment is delivered to the Administrative Agent) shall in no event not be less than the lesser of (A) $10,000,000 or an integral multiple 5,000,000 and increments of $1,000,000 in excess 1,000,000, unless each of that amount the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consent (Beach such consent not to be unreasonably withheld or delayed), (ii) the full amount each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s Commitment, if applicable with respect to any Lender, rights and obligations under this Agreement and (iii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, Administrative Agent an Assignment and AcceptanceAssumption Agreement, together with a processing and recordation fee of $5,000 or such lesser amount as 3,500, and the Eligible Assignee, if it shall not be approved a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (ivb) the parties to each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment shall be to an Affiliate of such Lender, the Borrower shall have consented to such assignment. Upon such execution, delivery and acceptance by the Agent and the recording by the Agentthis Section, from and after the effective date specified in each Assignment and AcceptanceAssumption Agreement, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (i) the assignee Eligible Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been of the interest assigned to it pursuant to by such Assignment and AcceptanceAssumption Agreement, have the rights and obligations of a Lender hereunder under this Agreement, and (ii) the assigning Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been of the interest assigned by it pursuant to such Assignment and AcceptanceAssumption Agreement, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption Agreement covering all or of the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party heretohereto but shall continue to be entitled to the benefits of Sections 4.3, 4.4, 4.5, 4.7, 11.3 and 11.4). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.
Appears in 1 contract
Samples: Credit Agreement (Pogo Producing Co)
Assignments and Participations. (a) Each Lender Bank may, upon written notice to the Agentin accordance with applicable law, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall assign to one or more banks or other entities all or a portion of its rights and obligations under this AgreementAgreement (including all or a portion of its Commitment, the Advances owing to it and the Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under this Agreement, (ii) except in the amount case of an assignment of all of a Bank's rights and obligations under this Agreement, the sum of the Commitment, if applicable with respect to any Lender, Commitment of the assigning Lender Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than the lesser of (A) $10,000,000 or an integral multiple (and in increments of $1,000,000 in excess of that amount and (B) the full amount of the assigning Lender’s Commitment, if applicable with respect to any Lenderthereof), (iii) each such assignment shall be to an Eligible Assignee, (iv) the consent of the Administrative Agent and, if no Event of Default exists, the Parent (such consent not to be unreasonably withheld) shall be required unless such assignment is to a Bank or an Affiliate of a Bank that is not a Defaulting Lender or Potential Defaulting Lender; provided however, that the Parent shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 Business Days after having received written notice thereof (which notice shall be delivered by hand, including any overnight courier service, by mail, or by facsimile), (v) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording by the Administrative Agent in the Register, an Assignment and Acceptance, together with any Notes then held by such assigning Bank and any Notes then held by such assignee and a processing and recordation fee of $5,000 or such lesser amount as shall be approved by the Agent 3,500 and (ivvi) the parties to each no such assignment shall have agreed will be made to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses any Defaulting Lender or Potential Defaulting Lender or any of counsel for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event of Default shall have occurred and be continuingtheir respective subsidiaries, or such assignment shall be to an Affiliate any Person who, upon becoming a Bank hereunder, would constitute any of such Lender, the Borrower shall have consented to such assignmentforegoing Persons described in this clause (vi). Upon such execution, delivery delivery, acceptance and acceptance by the Agent and the recording by the Agentrecording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (ix) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and Bank hereunder, (iiy) the Lender Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s Bank's rights and obligations under this Agreement, such Lender Bank shall cease to be a party hereto except that the rights under Sections 2.06, 2.10, 2.13 and 8.04 of such Bank shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a party hereto), and (z) unless the Parent in its sole discretion otherwise consents, no such assignee shall be entitled to receive any greater payment pursuant to Sections 2.06, 2.10 and 2.13 than the assigning Bank would have been entitled to receive with respect to the rights assigned to such assignee, except as a result of circumstances arising after the date of such assignment. Any assignment or transfer by a Bank of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with paragraph (e) of this Section.
Appears in 1 contract
Samples: Credit Agreement (Ensco PLC)
Assignments and Participations. (a) Each Lender may, upon written notice to the Agent, may ------------------------------- and, solely to the extent required if requested by the commercial paper program Borrower upon notice by the Borrower delivered to such Lender and the Administrative Agent pursuant to clause (ii) of any IssuerSection 2.16, Xxxxx’xwill, S&P, Fitch, DBRS and Taiwan Ratings, shall assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this AgreementAgreement (including, without limitation, all or a portion of its Commitment, the Advances owing to it and any Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under this Agreement, (ii) the sum of (A) the amount of the Commitment, if applicable with respect to any Lender, Commitment of the assigning Lender being assigned pursuant to each such assignment and (B) the amount of the commitment of the Person that is such assigning Lender being contemporaneously assigned under the 364-Day Credit Agreement (in both cases determined as of the date of the Assignment and Acceptance or similar agreement with respect to such assignmentassignments) shall in no event be less than $25,000,000 in the lesser of (A) $10,000,000 or an integral multiple of $1,000,000 in excess of aggregate, provided, however, that amount and (B) if the full aggregate amount of the Commitment of such assigning Lender’s CommitmentLender hereunder and its commitment under the 364-Day Credit Agreement is less than $25,000,000 on the date of such proposed assignments, if applicable with respect to any Lendersuch assigning Lender may assign all, but not less than all of, its remaining rights and obligations under this Agreement and the 364-Day Credit Agreement, (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment (other than the Borrower) shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $5,000 or such lesser amount as shall be approved by the Agent (iv) the parties to each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment shall be to an Affiliate of such Lender, the Borrower shall have consented to such assignment3,000. Upon such execution, delivery delivery, acceptance and acceptance by the Agent and the recording by the Agentrecording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (ix) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (iiy) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than any rights such Lender assignor may have under Sections 2.11, 2.14 and 8.08) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Dc Holdco Inc
Assignments and Participations. (a) Each Lender may, upon written notice to the Agentin accordance with applicable law, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall assign to one or more banks Lenders or other entities all or a portion of its rights and obligations under this AgreementAgreement (including all or a portion of its Revolving Commitment, its Term Commitment, the Advances owing to it and the Notes held by it); provided, however, provided that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement in respect of its Revolving Commitment and Revolving Advances (including the Letter of Credit Liabilities held by the assigning Lender pursuant to Section 2.18) or in respect of its Term Advances, (ii) except in the case of an assignment of all of a Lender’s 's rights and obligations under this Agreement, (ii) the amount of the Commitment, if applicable with respect an assignment to any another Lender, or an assignment of Term Advances to an Eligible Assignee that is an Affiliate of a Lender or an Approved Fund, the Revolving Commitment or Term Advances of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Transfer Agreement with respect to such assignment) shall in no event be less than the lesser of (A) $10,000,000 or 1,000,000 and shall be in an integral multiple of $1,000,000 in excess of that amount and (B) the full amount of the assigning Lender’s Commitment, if applicable with respect to any Lender1,000,000, (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance by the Administrative Agent and recording by the Administrative Agent in the Register, an Assignment and Acceptancea Transfer Agreement, together with any Notes then held by such assigning Lender and any Notes then held by such assignee and a processing and recordation fee of $5,000 or 3,500 payable by the assignee, provided that only one such lesser amount as processing and recordation fee shall be approved by the Agent (iv) the parties to each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred by the Agent due in connection with such assignment and (v) unless an Event concurrent assignments of Default shall have occurred and be continuing, Term Advances to two or such assignment shall be to an Affiliate of such Lender, the Borrower shall have consented to such assignmentmore Approved Funds. Upon such execution, delivery delivery, acceptance and acceptance by the Agent and the recording by the Agentrecording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified thereinTransfer Agreement, (ix) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceTransfer Agreement, have the rights and obligations of a Lender hereunder and hereunder, (iiy) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AcceptanceTransfer Agreement, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance a Transfer Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto except that the rights under Sections 2.06, 2.10, 2.13 and 10.04 of such Lender shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a party hereto), and (z) unless the Borrower consents to such assignment, no such assignee shall be entitled to receive any greater payment pursuant to Sections 2.06, 2.10 and 2.13 than the assigning Lender would have been entitled to receive with respect to the rights assigned to such assignee, except as a result of circumstances arising after, and that could not reasonably be expected at, the date of such assignment.
Appears in 1 contract
Assignments and Participations. (a) Each Lender may, upon written notice to the Agent, may and, solely to the extent required if demanded by the commercial paper program of any IssuerBorrower pursuant to Section 2.15, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall will assign to one or more banks or other entities all or a portion of its rights and obligations under this AgreementAgreement (including, without limitation, all or a portion of its Commitment, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all of the assigning Lender’s rights and obligations under this Agreement, and in respect of one or more Facilities; (ii) the amount of the Commitment, if applicable with respect to any Lender, Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than the lesser of (A) $10,000,000 or 5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, or shall be an assignment to another Lender or an assignment of that amount and (B) the full amount all of the assigning Lender’s Commitment, if applicable with respect to any Lender's rights and obligations hereunder and under the Notes, (iii) each such assignment shall be to another Lender, an Affiliate of the assigning Lender or to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to Section 2.15 shall be arranged by the Borrower after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to Section 2.15 unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $5,000 or 3,000 from the assignee and (vii) no such lesser amount as assignments shall be approved by permitted without the consent of the Administrative Agent (iv) the parties to each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment shall be to an Affiliate of such Lender, the Borrower shall have consented (such consent not to such assignmentbe unreasonably withheld). Upon such execution, delivery delivery, acceptance and acceptance by the Agent and the recording by the Agentrecording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (ix) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (iiy) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments and Participations. (a) Each Lender may, upon written notice to the Agent, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall assign to one or more banks or other entities all or a portion of its rights and obligations under this Agreement; providedAgreement (other than any right to make Competitive Bid Advances or Competitive Bid Advances owing to it), however(ii) except in the case of an assignment to a Person that, that (i) each immediately prior to such assignment, was a Lender or an assignment shall be of a constant, and not a varying, percentage of all of the assigning a Lender’s 's rights and obligations under this Agreement, (ii) the amount of the Commitment, if applicable with respect to any Lender, Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than the lesser of (A) $10,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount and (B) at least equal to the full aggregate outstanding principal amount of the assigning Lender’s Commitment, if applicable with respect Advances owing to any such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement and (iiivi) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Revolving Credit Note subject to such assignment and a processing and recordation fee of $5,000 or such lesser amount as shall be approved by the Agent (iv) the parties to each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment shall be to an Affiliate of such Lender, the Borrower shall have consented to such assignment3,000. Upon such execution, delivery delivery, acceptance and acceptance by the Agent and the recording by the Agentrecording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (ix) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (iiy) the Lender assignor thereunder shall, ,to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Credit Agreement (Geon Co)
Assignments and Participations. (a) Each Lender may, upon written notice to the Agent, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall may assign to one or more banks or other entities Lenders all or a portion of its rights and obligations under this AgreementAgreement (including all or a portion of its Commitment, the Loans owing to it and any Notes held by it) with the consent of the Borrower (unless an Event of Default shall have occurred and be continuing, in which case the consent of the Borrower shall not be required), each Issuing Bank, the Swingline Lender and the Administrative Agent, in each case, which consent shall not be unreasonably withheld or delayed, and, if demanded by the Borrower (pursuant to clause (c) below), upon at least five Business Days’ notice to such Lender and the Administrative Agent, shall assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment, the Loans owing to it and any Notes held by it); provided, however, provided that (i) each such assignment shall be of a constant, and not a varying, varying percentage of all of the assigning Lender’s rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or in the case of an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the CommitmentCommitment or Loan, if applicable with respect to any Lenderas applicable, of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than the lesser of (A) $10,000,000 or an integral any whole multiple of $1,000,000 in excess of that amount and (B) the full amount of the assigning Lender’s Commitment, if applicable with respect to any Lenderthereof, (iii) each such assignment shall be to an Eligible Assignee or an Affiliate of a Lender of the type described in clause (y) of the second proviso below, (iv) each such assignment made as a result of a demand by the Borrower shall comply with clause (c) below, (v) the parties to each such assignment (which shall not include the Borrower) shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $5,000 3,500 and (vi) the assignee, if not already a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided that the Borrower shall pay such processing and recordation fee if such assignment occurs as a result of a demand by the Borrower pursuant to Section 9.06(c)(i) or such lesser amount as (ii); provided further that no consents shall be approved by required (x) in the Agent case of an assignment of the type described in clause (ivg) the parties to each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event of Default shall have occurred and be continuingbelow, or such (y) in the case of an assignment shall be of a Commitment by a Lender to an Affiliate of such LenderLender if the long term deposit rating of such Affiliate is no less than the long term deposit rating of such Lender at the time of the assignment, the Borrower shall have consented subject to reassignment by such Affiliate to such assignmentLender if at any time it ceases to be an Affiliate of such Lender and prior notification of any such assignment to the Borrower. Upon such execution, delivery delivery, acceptance and acceptance by the Agent and the recording by the Agentrecording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (ix) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (iiy) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)) but shall continue to be entitled to the benefits of Section 2.16, 2.18 and 9.04 with respect to facts and circumstances occurring prior to the effective date of such assignment.
Appears in 1 contract
Assignments and Participations. (a) Each Lender maymay and, if demanded by the Borrower (following a demand by such Lender pursuant to Section 2.10 or 2.13) upon written at least five Business Days' notice to such Lender and the Agent, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall will assign to one or more banks or other entities Persons all or a portion of its rights and obligations under this AgreementAgreement (including, without limitation, all or a portion of its Commitment, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender's rights and obligations under this Agreement, the amount of the Commitment, if applicable with respect to any Lender, Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than the lesser of (A) $10,000,000 or an integral multiple of $1,000,000 in excess thereof unless the Borrower and the Agent otherwise agree, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.06(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.06(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount and (B) at least equal to the full aggregate outstanding principal amount of the assigning Lender’s Commitment, if applicable with respect Advances owing to any such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (iiivi) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $5,000 or such lesser amount as shall be approved 3,500 payable by the Agent (iv) the parties to each such assignment (not including the Borrower), provided, however, that in the case of each assignment made as a result of a demand by the Borrower, such recordation fee shall have agreed be payable by the Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of the Borrower to reimburse the Agent for all feesan Eligible Assignee that is an existing Lender, costs and expenses (includingvii) any Lender may, without limitation, the reasonable fees approval of the Borrower and out-of-pocket expenses of counsel for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event , assign all or a portion of Default shall have occurred and be continuing, or such assignment shall be its rights to an Affiliate any of such Lender, the Borrower shall have consented to such assignmentits Affiliates. Upon such execution, delivery delivery, acceptance and acceptance by the Agent and the recording by the AgentNYDOCS02/767329 recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (ix) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (iiy) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 8.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments and Participations. (a) Each Lender may, upon written notice to the Agent, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall may assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this AgreementAgreement (including, without limitation, all or a portion of its Commitment or Commitments, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all rights and obligations under and in respect of any or all Facilities, (ii) except in the assigning case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, (ii) the aggregate amount of the Commitment, if applicable with respect to any Lender, of the assigning Lender Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than 1,000,000 (or such lesser amount as shall be approved by the lesser Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of (Aeffectiveness of such assignment, the Borrower) $10,000,000 or an integral multiple of $1,000,000 in excess of that amount and (B) the full amount of the assigning Lender’s Commitment, if applicable with respect to any Lenderunder each Facility for which a Commitment is being assigned, (iii) each such assignment shall be to an Eligible Assignee, (iv) no such assignments shall be permitted without the consent of the Administrative Agent until the Administrative Agent shall have notified the Lender Parties that syndication of the Commitments hereunder has been completed and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $5,000 or 3,500; provided that, only one such lesser amount as fee shall be approved payable in respect of simultaneous assignments by the Agent (iv) the parties any Lender to each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment shall be to an Affiliate of such Lender, the Borrower shall have consented to such assignment. Upon such execution, delivery and acceptance by the Agent and the recording by the Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)Affiliates.
Appears in 1 contract
Assignments and Participations. (a) Each Lender may, upon written notice to the Agent, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall may assign to one or more banks or other entities all or a portion of its rights and obligations under this AgreementAgreement (including, without limitation, all or a portion of its Commitments, the Loans owing to it and the Note or Notes held by it); provided, however, that that: (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under this AgreementAgreement (other than any Swing Loans), (ii) the amount of the Commitment, if applicable with respect to any Lender, Commitments and/or Loans of the assigning Lender being assigned pursuant to each such assignment other than an assignment to another Lender (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than the lesser of (A) $10,000,000 or and shall be an integral multiple of $1,000,000 in excess of that amount thereof, (iii) each such assignment shall be to an Eligible Assignee, and (B) the full amount unless such assignment shall be to a Lender, an Affiliate of such Lender, a Subsidiary of the assigning Lender’s Commitment, or to the bank holding company or a Subsidiary of the bank holding company of which the assigning Lender is a Subsidiary) the U.S. Borrower, the Administrative Agent, the Issuing Banks and the Swing Loan Lender shall have consented to such assignment (which consents shall not be unreasonably withheld or delayed); provided, that no consent of the U.S. Borrower shall be required if applicable with respect to any Lenderan Event of Default under Section 7.01(a) or (e) has occurred and is continuing, and (iiiiv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $5,000 3,500 paid by either the assigning Lender or the assignee; provided that the Administrative Agent may, in its sole discretion, elect to waive such lesser amount as shall be approved by recordation fee in the Agent (iv) the parties to each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses case of counsel for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment shall be to an Affiliate of such Lender, the Borrower shall have consented to any such assignment. Upon such execution, delivery delivery, acceptance and acceptance by the Agent and the recording by the Agentrecording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (ix) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (iiy) the Lender assignor thereunder shallshall relinquish its rights and be released from its obligations under this Agreement, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance. Notwithstanding anything to the contrary contained herein except for the conditions set for in clause (iv) of this Section 9.07(a), relinquish its rights any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (a “SPC”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and be released from its obligations under this Agreement (andthe U.S. Borrower, in the case of an Assignment and Acceptance covering option to provide to a Borrower all or the remaining portion any part of an assigning Lender’s rights and obligations under a Loan that such Granting Lender would otherwise be obligated to make to such Borrower pursuant to this Agreement, such Lender shall cease to be a party hereto).; provided that (i) nothing herein
Appears in 1 contract
Samples: Credit Agreement (FMC Corp)
Assignments and Participations. (a1) Each Lender may, After first obtaining the approval of Agent and Borrower (other than upon written notice to the Agent, and, solely to occurrence and during the extent required by the commercial paper program continuance of any IssuerEvent of Default), Xxxxx’xwhich approval shall not be unreasonably withheld, S&P, Fitch, DBRS and Taiwan Ratings, shall each Lender may assign to one or more banks or other entities financial institutions, all or a portion of its rights and obligations under this AgreementAgreement (including, without limitation, all or a portion of its Pro Rata Share of the Commitment and the Advances owing to it) and the other Loan Documents; providedPROVIDED, howeverHOWEVER, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s 's rights and obligations under this AgreementAgreement and the other Loan Documents, and such percentage of the assigning Lender's rights and obligations shall be the same percentage with respect to both such Lender's Pro Rata Share of the Commitment and Advances, (ii) the aggregate amount of the Commitment, if applicable with respect to any Lender, Pro Rata Share of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall in no event be less than the lesser of Ten Million Dollars (A$10,000,000) $10,000,000 or and shall be an integral multiple of One Million Dollars ($1,000,000 in excess of that amount and (B) the full amount of the assigning Lender’s Commitment, if applicable with respect to any Lender1,000,000), (iii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance approval and recording in the Registeracceptance, an Assignment and AcceptanceAssumption, and (iv) Agent shall receive from the assignor a processing fee of Three Thousand Dollars ($3,000). Without restricting the right of Borrower or Agent to reasonably object to any bank or financial institution becoming an assignee of an interest of a Lender hereunder, each proposed assignee must be an existing Lender or a bank or financial institution which (A) has (or, in the case of a bank which is a subsidiary, such bank's parent has) a rating of its senior unsecured debt obligations of not less than Baa-2 by Xxxxx'x Investors Service, Inc. or a comparable rating by a rating agency acceptable to Agent and (B) has total assets in excess of Ten Billion Dollars ($10,000,000,000). Unless Agent or Borrower gives written notice to the assigning Lender that it objects to the proposed assignment (together with a processing and recordation fee written explanation of $5,000 the reasons behind such objection) within ten (10) Business Days following receipt of the assigning Lender's written request for approval of the proposed assignment, Agent or such lesser amount Borrower, as the case may be, shall be deemed to have approved by the Agent (iv) the parties to each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment shall be to an Affiliate of such Lender, the Borrower shall have consented to such assignment. Upon such execution, delivery delivery, approval and acceptance by the Agent acceptance, and the recording by the Agent, from and after upon the effective date specified in each the applicable Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified thereinAssumption, (iX) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender hereunder hereunder, and (iiY) the assigning Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AcceptanceAssumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments and Participations. (a) Each Lender may, upon with the prior written notice consent of the Borrower, each LC Issuer, the Swingline Lenders and the Administrative Agent (which consents shall not be unreasonably withheld or delayed), and if demanded by the Borrower pursuant to the Agent, and, solely Section 8.07(g) shall to the extent required by the commercial paper program of any Issuersuch Section, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall assign to one or more banks or other entities all or a portion of its rights and obligations under this AgreementAgreement (including all or a portion of its Commitment, the Advances owing to it and its participation in Facility LCs); provided, however, provided that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under this Agreement, (ii) the amount of the Commitment, if applicable with respect to any Lender, Commitment Amount of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall in no event be less than the lesser of (A) $10,000,000 or or, if less, the entire amount of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 in excess of that amount and (B) the full amount of the assigning or such Lender’s entire Commitment, if applicable with respect to any Lender, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $5,000 or such lesser amount as 3,500 (which shall be approved payable by the Agent (iv) one or more of the parties to each such assignment shall have agreed to reimburse the Agent for all feesAssignment and Assumption, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred not by the Agent Borrower (except in connection with such assignment the case of a demand under Section 8.07(g)), and shall not be payable if the assignee is a Federal Reserve Bank), and (v) unless an the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default shall have occurred and be continuingunder Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or such assignment shall be to an Affiliate of such Lender, the Borrower shall have consented to such assignmentSection 6.01(e). Upon such execution, delivery delivery, acceptance and acceptance by the Agent and the recording by the Agentrecording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified thereinAssumption, (ix) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender hereunder and (iiy) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AcceptanceAssumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party heretohereto (although an assigning Lender shall continue to be entitled to indemnification pursuant to Section 8.04(c).). Notwithstanding anything contained in this Section 8.07(a) to the contrary, (A) the consent of the Borrower and the Administrative Agent shall not be required with respect to any assignment by any Lender to an Affiliate of such Lender or to another Lender or to an Approved Fund and (B) any Lender may at any time, without the consent of the Borrower, any LC Issuer, any Swingline Lender or the Administrative Agent, and without any requirement to have an Assignment and Assumption executed, assign all or any part of its rights under this Agreement to a Federal Reserve Bank, provided that no such assignment shall release the transferor Lender from any of its obligations hereunder. For the purposes of this Section 8.07(a), the term “Approved Fund” has the following meaning:
Appears in 1 contract
Assignments and Participations. (a) Each At any time after the Initial Funding Date, each Lender may, upon written notice to the Agent, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall may assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this AgreementAgreement (including all or a portion of its Commitment, Loans or interest in the Letters of Credit); provided, however, that (i) each such assignment in respect of Commitments or Loans shall be of a constant, and not a varying, cover the same percentage of all such Lender's Commitment, Loans and Letter of the assigning Lender’s rights and obligations under this AgreementCredit Obligations, (ii) unless the Administrative Agent and the Borrower otherwise consent, the aggregate amount of the Commitment, if applicable with respect to any Lender, Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than the lesser of (A) $10,000,000 or 5,000,000 and shall be an integral multiple of $1,000,000 in excess of that amount and 100,000 (B) the full amount of unless the assigning Lender’s 's Commitment, if applicable with respect to any LenderLoans and Letter of Credit Obligations are less than $5,000,000, in which case the assignment may be in the amount of such Commitment, Loans and Letter of Credit Obligations) provided that assignments between Lenders shall have no minimum amount, (iii) except in respect of assignments between Lenders and their Affiliates or any assignment by a Lender in connection with the sale of all or substantially all of its assets, the Borrower shall consent (which consent shall not be unreasonably withheld) and the Administrative Agent and the Issuing Banks shall consent to such assignment (which shall not be unreasonably withheld) and (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, Administrative Agent an Assignment and Acceptance, together ================================================================= with a processing and recordation fee of $5,000 or such lesser amount as shall be approved by the Agent (iv) the parties to each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment shall be to an Affiliate of such Lender, the Borrower shall have consented to such assignment3,000. Upon such execution, delivery and acceptance by the Agent and the recording by the Agent, from From and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).,
Appears in 1 contract
Samples: Taylor Ann Stores Corp
Assignments and Participations. (a) Each Lender may, upon written notice to the Agent, may and, solely to the extent required if demanded by the commercial paper program of any IssuerBorrower pursuant to Section 2.14, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall will assign to one or more banks or other entities all or a portion of its rights and obligations under this AgreementAgreement (including, without limitation, all or a portion of its Commitment, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all of the assigning Lender’s rights and obligations under this Agreement, and in respect of all of the Facilities; (ii) the amount of the Commitment, if applicable with respect to any Lender, Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than the lesser of (A) $10,000,000 or 5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, or shall be an assignment to another Lender or an assignment of that amount and (B) the full amount all of the assigning Lender’s Commitment, if applicable with respect to any Lender's rights and obligations hereunder and under the Notes, (iii) each such assignment shall be to another Lender, an Affiliate of the assigning Lender or to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to Section 2.14 shall be arranged by the Borrower after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to Section 2.14 unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $5,000 or 3,000 from the assignee and (vii) no such lesser amount as assignments shall be approved by permitted without the consent of the Administrative Agent (iv) the parties to each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment shall be to an Affiliate of such Lender, the Borrower shall have consented (such consent not to such assignmentbe unreasonably withheld). Upon such execution, delivery delivery, acceptance and acceptance by the Agent and the recording by the Agentrecording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (ix) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (iiy) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments and Participations. (a) Each Lender may, upon written notice to the Borrowers and the Agent and with the consent, not to be unreasonably withheld or delayed, of the Agent, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall assign to one or more banks or other entities Persons all or a portion of its rights and obligations under this AgreementAgreement (including all or a portion of the Loans and other amounts owing to it and any Note or Notes held by it); provided, however, that (i) each reserved; (ii) reserved, (iii) reserved, (iv) except in the case of an assignment to a Person that, immediately prior to such assignment shall be assignment, was a Lender, an Affiliate of a constant, and not a varying, percentage Lender or an Approved Fund or an assignment of all of the assigning a Lender’s rights and obligations under this Agreement, (ii) the amount of the Commitment, if applicable with respect to any Lender, Loan of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than the lesser of (A) $10,000,000 5,000,000 or an integral multiple of $1,000,000 in excess of that amount and thereof (B) or, if less, the full entire outstanding amount of the assigning Loan held by such Lender’s Commitment, if applicable with respect to any Lender) unless the Agent otherwise agrees, (iiiv) each such assignment shall be to an Eligible Assignee, (vi) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and the parties to such assignment (other than the Borrowers and the Agent) shall deliver together with therewith any Note subject to such assignment and a processing and recordation fee of $5,000 or 3,500 (except no such lesser amount as fee shall be approved by the Agent (iv) the parties payable for assignments to each such assignment shall have agreed to reimburse the Agent for all feesa Lender, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment shall be to an Affiliate of such a Lender or an Approved Fund), and (vii) any Lender may, with notice to the Borrowers, assign all or a portion of its rights and obligations to any of its Affiliates or to another Lender, the Borrower shall have consented to such assignment. Upon such execution, delivery delivery, acceptance and acceptance by the Agent and the recording by the Agentrecording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (ix) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (iiy) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.12, 2.15 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments and Participations. (a) Each Lender maymay sell, upon written notice to the Agenttransfer, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall negotiate or assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreementhereunder (including all of its rights and obligations with respect to the Revolving Loans, the Swing Loans and the Letters of Credit); provided, however, that (i) each such assignment shall be of a constant, and not a varying, cover the same percentage of all of the assigning Lender’s rights Revolving Credit Outstandings and obligations under this Agreement, Commitments (ii) the aggregate amount of the Commitment, if applicable with respect to any Lender, of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assignor’s entire interest) be less than the lesser of (A) $10,000,000 2,500,000 or an integral multiple of $1,000,000 500,000 in excess thereof, except, in either case, (A) with the consent of that amount the Borrower and the Administrative Agent or (B) the full amount if such assignment is being made to a Lender or an Affiliate or Approved Fund of the assigning Lender’s Commitment, if applicable with respect to any such Lender, and (iii) if such Eligible Assignee is not, prior to the parties to each date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall execute and deliver be subject to the Agentprior consent of the Administrative Agent and the Borrower (which consents shall not be unreasonably withheld or delayed); and provided, for its acceptance and recording in the Registerfurther, an Assignment and Acceptancethat, together with a processing and recordation fee notwithstanding any other provision of $5,000 or such lesser amount as shall be approved by the Agent (iv) the parties to each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitationthis Section 11.2, the reasonable fees and out-of-pocket expenses consent of counsel the Borrower shall not be required for the Agent) incurred by the Agent in connection with such any assignment and occurring when any Event of Default (v) unless other than an Event of Default pursuant to Section 9.1(b)(i) or (c)) shall have occurred and be continuing, or such assignment shall be to an Affiliate of such Lender, the Borrower shall have consented to such assignment. Upon such execution, delivery and acceptance by the Agent and the recording by the Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments and Participations. (a) Each Lender maymay sell, upon written notice to the Agenttransfer, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall negotiate or assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreementhereunder (including all of its rights and obligations with respect to the Advances; provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under this Agreement, (ii) the aggregate amount of the Commitment, if applicable with respect to any Lender, of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the Assignor's entire interest) be less than (in an aggregate amount of the lesser of Advances and the Revolving Credit Outstandings (Aand/or Revolving Credit Commitments, as the case may be) $10,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof, except, in either case, (A) with the consent of that amount the Borrower and the Administrative Agent or (B) the full amount if such assignment is being made to a Lender or an Affiliate or Approved Fund of the assigning Lender’s Commitment, if applicable with respect to any such Lender, and (iii) if such Eligible Assignee is not, prior to the parties to each date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall execute and deliver be subject to the Agentprior consent of the Administrative Agent and the Borrower (which consent shall not be unreasonably withheld); provided, for its acceptance and recording in the Registerhowever, an Assignment and Acceptancethat, together with a processing and recordation fee notwithstanding any other provision of $5,000 or such lesser amount as shall be approved by the Agent (iv) the parties to each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitationthis Section 12.2, the reasonable fees and out-of-pocket expenses consent of counsel the Borrower shall not be required for the Agent) incurred by the Agent in connection with such any assignment and (v) unless an which occurs when any Event of Default shall have occurred and be continuing, or . Any such assignment shall be to an Affiliate of such Lender, ratable as between the Borrower shall have consented to such assignment. Upon such execution, delivery and acceptance by the Agent Advances and the recording by Revolving Credit Facility under the Agent, from Revolving and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Term Credit Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments and Participations. (a) Each Lender maymay sell, upon written notice to the Agenttransfer, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall negotiate or assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreementhereunder (including all of its rights and obligations with respect to the Loans); provided, however, that (i) each such for any assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights Revolving Credit Outstandings and obligations under this AgreementCommitments, such assignment shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Commitment, (ii) the aggregate amount of the Commitment, if applicable with respect to any Lender, of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the Assignor’s entire interest) be less than the lesser of (A) $10,000,000 €5,000,000 or an integral multiple of $1,000,000 €500,000 in excess thereof and except, in either case, (A) with the consent of that amount the Borrower and the Administrative Agent (in each case such consent not to be unreasonably withheld); or (B) the full amount if such assignment is being made to a Lender or an Affiliate or Approved Fund of the assigning Lender’s Commitment, if applicable with respect to any Lender, such Lender and (iii) if such Eligible Assignee is not, prior to the parties to each date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall execute and deliver be subject to the Agentprior consent of the Administrative Agent and the Borrower (which consent shall not be unreasonably withheld or delayed); provided, for its acceptance and recording in the Registerfurther, an Assignment and Acceptancethat, together with a processing and recordation fee notwithstanding any other provision of $5,000 or such lesser amount as shall be approved by the Agent (iv) the parties to each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitationthis Section 12.2, the reasonable fees and out-of-pocket expenses consent of counsel the Borrower shall not be required for the Agent) incurred by the Agent in connection with such any assignment and (v) unless an occurring when any Event of Default shall have occurred and be continuing, or such assignment shall be to an Affiliate of such Lender, the Borrower shall have consented to such assignment. Upon such execution, delivery and acceptance by the Agent and the recording by the Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Credit Agreement (FMC Corp)
Assignments and Participations. (a) Each Lender maymay and, so long as no Default shall have occurred and be continuing, if demanded by the Administrative Borrower pursuant to Section 2.07(d) upon written at least five Business Days’ notice to such Lender and the Administrative Agent, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall will assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this AgreementAgreement (including, without limitation, all or a portion of its Commitment or Commitments, the Term Loans owing to it and the Note or Notes held by it); provided, however, that (i) each except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment shall be of a constant, and not a varying, percentage of all of the assigning a Lender’s rights and obligations under this Agreement, (ii) the aggregate amount of the Commitment, if applicable with respect to any Lender, of the assigning Lender Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $1,000,000 (or such lesser amount as shall be approved by the lesser Administrative Agent and, except during the initial syndication of the Commitments and the Term Loans, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Administrative Borrower), (Aii) $10,000,000 each such assignment shall be to an Eligible Assignee, (iii) each such assignment made as a result of a demand by the Administrative Borrower pursuant to Section 2.07(d) shall be arranged by the Borrowers after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an integral multiple assignment of $1,000,000 a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (iv) no Lender shall be obligated to make any such assignment as a result of a demand by the Administrative Borrower pursuant to Section 2.07(d) unless and until such Lender shall have received one or more payments from either the Borrowers or one or more Eligible Assignees in excess of that an aggregate amount and (B) at least equal to the full aggregate outstanding principal amount of the assigning Lender’s Commitment, if applicable with respect Term Loans owing to any such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (iiiv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with and shall deliver any Note or Notes (if any) subject to such assignment (provided such delivery may occur after an assignment is effective), and shall pay a processing and recordation fee of $5,000 or such lesser amount as shall be approved by the Agent (iv) the parties to 3,500; provided, however, that for each such assignment shall have agreed made as a result of a demand by the Administrative Borrower pursuant to reimburse the Agent for all fees, costs and expenses (including, without limitationSection 2.07(d), the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event of Default Borrowers shall have occurred and be continuing, or such assignment shall be to an Affiliate of such Lender, the Borrower shall have consented to such assignment. Upon such execution, delivery and acceptance by the Agent and the recording by the Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, pay to the extent that rights Administrative Agent the applicable processing and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)recordation fee.
Appears in 1 contract
Samples: Security Agreement (TLC Vision Corp)
Assignments and Participations. (a) Each Lender maymay and, so long as no Default shall have occurred and be continuing, if demanded by the Loan Parties (following the earlier to occur of a demand by such Lender pursuant to Section 2.10 or 2.12 or following the incurrence of any obligation by a Loan Party thereunder) upon written at least five Business Days’ notice to such Lender and the AgentAdministrative Agent will, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this AgreementAgreement and the other Loan Documents (including, without limitation, all or a portion of its Commitment or Commitments, the Advances (including, for the purposes of this Section 9.07(a), participations in Letters of Credit) owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all rights and obligations under and in respect of any or all Facilities (determined as of the assigning date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date), (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, (ii) the aggregate amount of the Commitment, if applicable with respect to any Lender, of the assigning Lender Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than the lesser of (A) $10,000,000 or an integral multiple of $1,000,000 in excess (or such lesser amount as shall be approved by the Administrative Agent) under each Facility for which a Commitment is being assigned, (iii) each partial assignment shall be made as an assignment of that amount and (B) the full amount a recroportionate part of all of the assigning Lender’s Commitment, if applicable rights and obligations under this Agreement with respect to the Advances or the Commitment assigned, except that this clause (iii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis, (iv) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender, such assignment shall be approved by the Administrative Agent and, so long as (iiiA) no Event of Default shall have occurred and be continuing at the time of effectiveness of such assignment, (B) the assignment is not for a Term Advance, (C) the assignment is not to the Federal Reserve Bank, or (C) the Administrative Agent shall not have determined that such assignment is necessary to achieve a successful syndication of the Facilities, the Borrower (in each case such approvals not to be unreasonably withheld or delayed), (v) each such assignment shall be to an Eligible Assignee, (vi) any assignment of a Revolving Credit Commitment must be approved by the Administrative Agent and the Issuing Bank unless the person that is proposed is itself a Revolving Credit Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee), (vii) each such assignment made as a result of a demand by the Loan Parties pursuant to this Section 9.07(a) shall be arranged by the Loan Parties after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (viii) no Lender shall be obligated to make any such assignment as a result of a demand by the Loan Parties pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either one or more Loan Parties or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (ix) no such assignments shall be permitted without the consent of the Administrative Agent until the Administrative Agent shall have notified the Lender Parties that syndication of the Commitments hereunder has been completed and (x) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and 102 recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and (except in the case of any such assignment by a Lender to an Affiliate or Approved Fund of such Lender) a processing and recordation fee of $5,000 or such lesser amount as shall be approved by the Agent (iv) the parties to 3,500; provided, however, that for each such assignment shall have agreed made as a result of a demand by the Loan Parties pursuant to reimburse the Agent for all fees, costs and expenses (including, without limitationthis Section 9.07(a), the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event of Default Loan Parties shall have occurred and be continuing, or such assignment shall be to an Affiliate of such Lender, the Borrower shall have consented to such assignment. Upon such execution, delivery and acceptance by the Agent and the recording by the Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, pay to the extent that rights Administrative Agent the applicable processing and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)recordation fee.
Appears in 1 contract
Assignments and Participations. (a) Each Lender may, upon written notice to the Agent, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall may assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this AgreementAgreement (including, without limitation, all or a portion of its Commitment or Commitments, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender, each such assignment shall be of a constantuniform, and not a varying, percentage of all rights and obligations under and in respect of any or all Facilities, (ii) except in the assigning case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, (ii) the aggregate amount of the Commitment, if applicable with respect to any Lender, of the assigning Lender Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $1,000,000 (or such lesser amount as shall be approved by the lesser Administrative Agent (such approval not to be unreasonably withheld or delayed) and, so long as no Event of Default shall have occurred and be continuing at the time of the effectiveness of such assignment, the Borrower (Awhich approval shall not be unreasonably withheld or delayed)) $10,000,000 under each Facility for which a Commitment is being assigned, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to Section 2.11(e) or Section 9.10 shall be arranged by the Borrower after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an integral multiple assignment of $1,000,000 a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to Section 2.11(e) or Section 9.10 unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in excess of that an aggregate amount and (B) at least equal to the full aggregate outstanding principal amount of the assigning Lender’s Commitment, if applicable with respect Advances owing to any such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement and (iiivi) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes (if any) subject to such assignment and a processing and recordation fee of $5,000 3,500 (which processing and recordation fee shall not be charged with respect to assignments to any Affiliate or such lesser amount as shall be approved by the Agent (iv) the parties to each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment shall be to an Affiliate Approved Fund of such Lender, the Borrower shall have consented to such assignment. Upon such execution, delivery and acceptance by the Agent and the recording by the Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: First Lien Credit Agreement (Berliner Communications Inc)
Assignments and Participations. (a) Each Lender may, upon written notice to the Agent, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall may assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this AgreementAgreement (including, without limitation, all or a portion of the Loan or Loans owing to it and the Note or Notes held by it, or of all or a portion of its Delayed Draw Term Loan Commitment); provided, however, that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all rights and obligations under and in respect of the assigning Term Loan Facility, Delayed Draw Term Loan Facility or Delayed Draw Term Loan Commitment, as applicablethis Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, (ii) the aggregate amount of the CommitmentTerm Loan, if applicable with respect to any Lender, of the assigning Lender Delayed Draw Term Loan or Delayed Draw Term Loan Commitment being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall in no event be less than the lesser of (A) $10,000,000 or an integral multiple of $1,000,000 in excess of that amount and (B) the full amount of the assigning Lender’s Commitment, if applicable with respect to any Lender5,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) no such assignments shall be permitted without the consent of the Administrative Agent and (viv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and AcceptanceAssumption, together with any Note or Notes (if any) and a processing and recordation fee of $5,000 or 3,500; provided that the Administrative Agent may, in its sole discretion, elect to waive such lesser amount as shall be approved by the Agent (iv) the parties to each such assignment shall have agreed to reimburse the Agent for all fees, costs processing and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment shall be to an Affiliate of such Lender, the Borrower shall have consented to such assignment. Upon such execution, delivery and acceptance by the Agent and the recording by the Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, recordation fee in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)any assignment.
Appears in 1 contract
Samples: Security Agreement (Express, Inc.)
Assignments and Participations. (a) Each Lender may, and (following a demand by such Lender pursuant to Section 2.10 or 2.12) upon written at least five Business Days' notice to such Lender and the Administrative Agent, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall will assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this AgreementAgreement (including, without limitation, all or a portion of its Commitment or Commitments, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all rights and obligations under and in respect of one or more Facilities, (ii) except in the assigning case of an assignment to a Person that, immediately prior to such assignment, was a Lender’s , an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender's rights and obligations under this Agreement, (ii) the aggregate amount of the Commitment, if applicable with respect to any Lender, of the assigning Lender Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than the lesser of (A) $10,000,000 or an integral multiple of $1,000,000 in excess (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of that amount and (B) effectiveness of such assignment, the full amount of the assigning Lender’s Commitment, if applicable with respect to any LenderBorrower), (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (other than as to assignments to then existing Lenders and/or their Affiliates) and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and together with a processing and recordation fee in the amount of $5,000 or such lesser amount as shall be approved by the Agent (iv) the parties to each such assignment shall have agreed to reimburse the Agent for all fees3,500, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event of Default the Arranger shall have occurred and be continuing, or such assignment shall be to an Affiliate received a copy of such Lender, the Borrower shall have consented to such assignment. Upon such execution, delivery and acceptance by the Agent and the recording by the Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance; provided, have however, that the rights processing and obligations recordation fee set forth in sub-clause (iv) above shall not be payable (A) with respect to an assignment by any Lender Party to an Affiliate or an Approved Fund of such Lender Party, or (B) with respect to an assignment (x) which is both by and to an existing Lender Party or (y) with a Lender hereunder and (ii) the Lender assignor thereunder shall, stated effective date occurring prior to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in 90th day after the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)Effective Date hereof.
Appears in 1 contract
Assignments and Participations. (a) Each Lender maymay and, so long as no Default shall have occurred and be continuing, if demanded by CBI (following a demand by such Lender pursuant to Section 2.10 or 2.12) upon written at least five Business Days’ notice to such Lender and the Administrative Agent, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall will assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this AgreementAgreement (including, without limitation, all or a portion of its Commitment or Commitments, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all rights and obligations under and in respect of one or more Facilities, (ii) except in the assigning case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, (ii) the aggregate amount of the Commitment, if applicable with respect to any Lender, of the assigning Lender Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than the lesser of (A) $10,000,000 1,000,000 or an integral multiple of $1,000,000 in excess thereof (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrowers) under each Facility for which a Commitment is being assigned; provided that in the event of concurrent assignments to two or more Related Funds, all such 142 concurrent assignments shall be aggregated in determining compliance with this requirement, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Borrowers pursuant to this Section 9.08(a) shall be arranged by the Borrowers after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrowers pursuant to this Section 9.08(a) unless and until such Lender shall have received one or more payments from either the Borrowers or one or more Eligible Assignees in an aggregate amount and (B) at least equal to the full aggregate outstanding principal amount of the assigning Lender’s Commitment, if applicable with respect Advances owing to any such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (iiivi) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $5,000 or such lesser amount as shall be approved by the Agent (iv) the parties to 3,500; provided, however, that for each such assignment made as a result of a demand by any Borrower pursuant to this Section 9.08(a), such Borrower shall have agreed pay to reimburse the Administrative Agent for all feesthe applicable processing and recordation fee; provided further, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred by the Agent in connection with that no such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment fee shall be payable in the case of any assignment to an Affiliate of such Lender, the Borrower shall have consented to such assignment. Upon such execution, delivery a Related Fund; and acceptance by the Agent and the recording by the Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (andprovided still further that, in the case of an Assignment and Acceptance covering all or contemporaneous assignments by a Lender to more than one fund managed by the remaining portion of an assigning Lender’s rights and obligations under this Agreementsame investment advisor (which funds are not then Lenders hereunder), only a single such Lender fee shall cease to be a party hereto)payable for such contemporaneous assignments.
Appears in 1 contract
Assignments and Participations. (a) Each Lender maymay sell, upon written notice to the Agenttransfer, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall negotiate or assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreementhereunder; provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under this Agreement, (ii) the aggregate amount of the Commitment, if applicable with respect to any Lender, of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than the lesser of (A) $10,000,000 1,000,000 or an integral multiple of $1,000,000 100,000 in excess thereof (treating multiple, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor as a single assignment for purposes of this clause (a)), except that amount such minimum amounts shall not apply if (A) the Borrower and the Administrative Agent consent or (B) the full amount if such assignment is being made to a Lender or an Affiliate or Approved Fund of the assigning Lender’s Commitment, if applicable with respect to any such Lender, and (iiiii) the parties to each if such assignment shall execute and deliver Eligible Assignee is not, prior to the Agentdate of such assignment, for its acceptance and recording in the Registera Lender or an Affiliate or Approved Fund of a Lender, an Assignment and Acceptance, together with a processing and recordation fee of $5,000 or such lesser amount as shall be approved by the Agent (iv) the parties to each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment shall be subject to the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed); provided, however, that if such assignment causes any Person (other than CSFB or an Affiliate of CSFB), together with any Affiliates of such LenderPerson, to hold in excess of 50% of the principal amount of the Obligations, or 2ND LIEN CREDIT AGREEMENT KNOLOGY, INC. such assignment is to a Person (other than CSFB or an Affiliate of CSFB) holding in excess of 50% of the principal amount of the Obligations, such assignment shall be subject to the prior consent of the Borrower (which consent shall have consented to such assignment. Upon such executionnot be unreasonably withheld, delivery and acceptance by the Agent and the recording by the Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all delayed or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party heretoconditioned).
Appears in 1 contract
Samples: Credit Agreement (Knology Inc)
Assignments and Participations. (a) Each Lender may, upon written notice to the Agent, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall may assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this AgreementAgreement (including, without limitation, all or a portion of its Commitment or Commitments, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) each except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment shall be of a constant, and not a varying, percentage of all of the assigning a Lender’s 's rights and obligations under this Agreement, (ii) the amount of the Commitment, if applicable with respect to any Lender, Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000, (ii) no such assignments shall be permitted without the lesser of (A) $10,000,000 or an integral multiple of $1,000,000 in excess of that amount and (B) the full amount prior consent of the assigning Lender’s CommitmentAdministrative Agent (which may be withheld for any reason) until the Administrative Agent shall have notified the Lender Parties that syndication of the Commitments hereunder has been completed, if applicable with respect to but in any Lenderevent not later than 90 days following the Closing Date, (iii) no such assignment shall be permitted if, immediately after giving effect thereto, the Borrower would be required to make payments to or on behalf of the assignee Lender Party pursuant to Section 2.10(a) or (b) and the assignor Lender Party was not, at the time of such assignment, entitled to receive any payment pursuant to Section 2.10(a) or (b), and (iv) the parties to each such 112 105 assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $5,000 or such lesser amount as shall be approved by the Agent (iv) the parties to each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment shall be to an Affiliate of such Lender, the Borrower shall have consented to such assignment3,000. Upon such execution, delivery and acceptance by the Agent and the recording by the Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it Assignments pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (iithis Section 11.7(a) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and may be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)non pro rata.
Appears in 1 contract
Assignments and Participations. (a) Each Lender maymay sell, upon written notice to the Agenttransfer, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall negotiate or assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreementhereunder (including all of its rights and obligations with respect to the Loans and the Letters of Credit); provided, however, that (i) each if any such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights Outstandings and obligations under this AgreementCommitments, such assignment shall cover the same percentage of such Lender’s Outstandings and Commitment, (ii) the aggregate amount of the Commitment, if applicable with respect to any Lender, of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the Assignor’s entire interest) be less than the lesser of (A) $10,000,000 or an integral multiple of $1,000,000 in excess of that amount and (B) thereof, except, in either case, with the full amount consent of the assigning Lender’s Commitment, if applicable with respect to any Lender, Borrower and the Administrative Agent and (iii) if such Eligible Assignee is not, prior to the parties to each date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall execute and deliver be subject to the Agentprior consent of the Administrative Agent and the Borrower (which consents shall not be unreasonably withheld or delayed); and provided, for its acceptance and recording in the Registerfurther, an Assignment and Acceptancethat, together with a processing and recordation fee notwithstanding any other provision of $5,000 or such lesser amount as shall be approved by the Agent (iv) the parties to each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitationthis Section 11.2, the reasonable fees and out-of-pocket expenses consent of counsel the Borrower shall not be required for the Agent) incurred by the Agent in connection with such any assignment and (v) unless an occurring when any Event of Default shall have occurred and be continuing; and provided, further, that no such sale, transfer, negotiation or such assignment shall be permitted if, after giving effect to an Affiliate such sale, transfer, negotiation or assignment, Affiliates of such Lender, the Borrower shall have consented that are Lenders would hold, collectively, greater than or equal to such assignment. Upon such execution50% of the outstanding Loans or Commitments, delivery and acceptance by the Agent and the recording by the Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in as the case of an Assignment and Acceptance covering all or may be, under the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)Facility.
Appears in 1 contract
Assignments and Participations. (a) Each Lender maymay sell, upon written notice to the Agenttransfer, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall negotiate or assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreementhereunder (including all of its rights and obligations with respect to the Revolving Credit Loans and the Letters of Credit); provided, however, that (i) each such assignment shall be of a constant, and not a varying, cover the same percentage of all of the assigning such Lender’s rights 's Revolving Credit Outstandings and obligations under this Agreement, Revolving Credit Commitment and (ii) the aggregate amount of the Commitment, if applicable with respect to any Lender, of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the Assignor's entire interest) be less than the lesser of (A) $10,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof; provided, further, that in the case of any assignment to an Eligible Assignee that amount and (B) is not, prior to the full amount date of the assigning Lender’s Commitmentsuch assignment, if applicable with respect to any a Lender, an Affiliate of a Lender (iiiother than any Investment Fund) the parties to each or an Approved Fund of a Lender, such assignment shall execute and deliver be subject to the Agent, for its acceptance prior consent of the Administrative Agent and recording the Borrowers (which consent shall not be unreasonably withheld or delayed) and in the Registercase of any assignment to an Affiliate (other than any Investment Fund) or Approved Fund of a Lender, an Assignment and Acceptancesuch Lender shall give the Borrowers at least five days' prior notice of such assignment; provided, together with a processing and recordation fee however, that notwithstanding any other provision of $5,000 or such lesser amount as shall be approved by the Agent (iv) the parties to each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitationthis Section 11.2, the reasonable fees and out-of-pocket expenses consent of counsel the Borrowers shall not be required for the Agent) incurred by the Agent in connection with such any assignment and (v) unless an which occurs when any Event of Default shall have occurred and be continuing, or such assignment shall be to an Affiliate of such Lender, the Borrower shall have consented to such assignment. Upon such execution, delivery and acceptance by the Agent and the recording by the Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)continuing for more than 30 consecutive days.
Appears in 1 contract
Assignments and Participations. (a) Each Lender maymay and, so long as no Default shall have occurred and be continuing, if demanded by the Borrower pursuant to Section 9.13 upon written at least five Business Days’ notice to such Lender and the Administrative Agent, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall will assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this AgreementAgreement (including, without limitation, all or a portion of its Commitment or Commitments, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all rights and obligations under and in respect of all of the assigning Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, (ii) the aggregate amount of the Commitment, if applicable with respect to any Lender, of the assigning Lender Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignmentassignment and treating related Approved Funds as one assignee for this purpose) shall in no event be less than $5,000,000 (or such lesser amount as shall be approved by the lesser Administrative Agent), (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of (A) $10,000,000 or a demand by the Borrower pursuant to Section 9.13 shall be arranged by the Borrower after consultation with the Administrative Agent and shall be either an integral multiple assignment of $1,000,000 in excess all of that amount the rights and (B) the full amount obligations of the assigning Lender’s Commitment, if applicable Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with respect to any Lenderanother such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (iiiv) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to Section 9.13 unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount specified in clause (ii) of the proviso to Section 9.13 and (vi) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes (if any) subject to such assignment and a processing and recordation fee of $5,000 or 3,500, provided that if such lesser amount as shall be approved assignment results from a demand by the Agent (iv) the parties Borrower pursuant to each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment shall be to an Affiliate of such LenderSection 9.13, the Borrower shall have consented to pay such assignment. Upon such execution, delivery processing and acceptance by the Agent and the recording by the Agent, from and after the effective date specified recordation fee in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, accordance with clause (i) of the assignee thereunder proviso to Section 9.13, unless such fee is waived by the Administrative Agent); provided that only one such fee shall be a party hereto and, payable in connection with simultaneous assignments by or to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all two or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)more related Approved Funds.
Appears in 1 contract
Assignments and Participations. (a) Each Lender may, and so long as no Event of Default shall have occurred and be continuing, shall, following a demand made by the Borrower pursuant to Section 4.05(d) upon at least five Business Days’ written notice from the Borrower to such Lender and the Administrative Agent, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this AgreementAgreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it and the Note or Notes held by it and its Revolving Credit-Linked Deposit Amounts); provided, however, that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all of the assigning Lender’s rights and obligations under this Agreement, and in respect of the Facilities; (ii) the aggregate amount of the Commitment, if applicable with respect to any Lender, of the assigning Lender Term Advances or Revolving Credit-Linked Deposit Amounts being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than the lesser of (A) $10,000,000 or 1,000,000 and shall be an integral multiple thereof (or such lesser amount as may be approved by the Administrative Agent), provided, that for purposes of $1,000,000 this Section 11.07(a)(ii), the Term Advances and Revolving Credit-Linked Deposit Amounts held by Affiliates and related Approved Funds may be aggregated; (iii) each such assignment shall be to an Eligible Assignee; (iv) each such assignment made as a result of a demand by the Borrower pursuant to Section 4.05(d) shall be arranged by the Borrower after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement; (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to Section 4.05(d) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in excess of that an aggregate amount and (B) at least equal to the full aggregate outstanding principal amount of the assigning Lender’s CommitmentAdvances owing to such Lender and its Revolving Credit-Linked Deposits, if applicable together with respect accrued interest or return thereon to any Lender, the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement; (iiivi) no such assignments shall be permitted without the consent of the Administrative Agent until the Administrative Agent shall have notified the Lenders that syndication of the Commitments hereunder has been completed; and (vii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in via an electronic settlement system acceptable to the RegisterAdministrative Agent (or, an Assignment and Acceptanceif previously agreed with the Administrative Agent, together with manually), shall pay to the Administrative Agent a processing and recordation fee of $5,000 3,500 (which fee may be waived or such lesser amount as reduced in the sole discretion of the Administrative Agent), and shall be approved by deliver to the Administrative Agent (iv) the parties to each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment shall be to an Affiliate of such Lender, the Borrower shall have consented any Notes subject to such assignment. Upon Without the consent of the Borrower and the Administrative Agent, the Revolving Credit-Linked Deposits of any Lender shall not be released in connection with any assignment by such executionLender, delivery and acceptance but shall instead be purchased by the Agent relevant assignee and the recording by the Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall continue to be the date of acceptance thereof by the Agent, unless a later date is specified therein, held for application (i) the assignee thereunder shall be a party hereto and, to the extent not already applied) in accordance with Section 3.01 to satisfy such assignee’s obligations in respect of Revolving Advances and participation in Letters of Credit. Each Lender agrees that rights and obligations hereunder have been assigned to it pursuant immediately prior to such Assignment assignment (x) the Administrative Agent shall establish a new Revolving Credit-Linked Deposit Account in the name of such assignee, (y) unless otherwise consented by the Administrative Agent, a corresponding portion of the amount on deposit in the Revolving-Credit Linked Deposit Account of the assignor Lender shall be purchased by the assignee and Acceptance, have shall be transferred from the rights and obligations of a Lender hereunder assignor’s Revolving Credit-Linked Deposit Account to the assignee’s Revolving Credit-Linked Deposit Account and (iiz) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant if after giving effect to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in an assignment the case aggregate amount of an Assignment and Acceptance covering all or the remaining portion Revolving Credit-Linked Deposit Account of an assigning Lender’s rights and obligations under this Agreement, such the assignor Lender shall cease to be a party hereto)$0, the Administrative Agent shall close the Revolving Credit-Linked Deposit Account of such assignor Lender.
Appears in 1 contract
Assignments and Participations. (a) Each Lender may, and (following a demand by such Lender pursuant to Section 2.10 or 2.12) upon written at least five Business Days’ notice to such Lender and the Administrative Agent, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall will assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this AgreementAgreement (including, without limitation, all or a portion of its Commitment or Commitments, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all rights and obligations under and in respect of one or more Facilities, (ii) except in the assigning case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, (ii) the aggregate amount of the Commitment, if applicable with respect to any Lender, of the assigning Lender Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall in no event be less than the lesser of (A) $10,000,000 or an integral multiple of $1,000,000 in excess (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of that amount and (B) effectiveness of such assignment, the full amount of the assigning Lender’s Commitment, if applicable with respect to any LenderBorrower), (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (other than as to assignments to then existing Lenders and/or their Affiliates) and recording in the Register, an Assignment and AcceptanceAssumption, together with any Note or Notes subject to such assignment and together with a processing and recordation fee in the amount of $5,000 or such lesser amount as shall be approved by 3,500; provided, however, that the Agent processing and recordation fee set forth in subclause (iv) the parties above shall not be payable (A) with respect to each such an assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment shall be any Lender Party to an Affiliate or an Approved Fund of such LenderLender Party, or (B) with respect to an assignment (x) which is both by and to an existing Lender Party or (y) with a stated effective date occurring prior to the Borrower shall have consented to such assignment. Upon such execution, delivery and acceptance by the Agent and the recording by the Agent, from and 90th day after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, Effective Date hereof. Steel Dynamics – Credit Agreement Back to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).Contents
Appears in 1 contract
Assignments and Participations. (a) Each Lender may, upon with the prior written notice consent of the Borrower, each LC Issuer, the Swingline Lenders and the Administrative Agent (which consents shall not be unreasonably withheld or delayed), and if demanded by the Borrower pursuant to the Agent, and, solely Section 8.07(g) shall to the extent required by the commercial paper program of any Issuersuch Section, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall assign to one or more banks or other entities all or a portion of its rights and obligations under this AgreementAgreement (including all or a portion of its Commitment, the Advances owing to it and its participation in Facility LCs); provided, however, provided that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under this Agreement, (ii) the amount of the Commitment, if applicable with respect to any Lender, Commitment Amount of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than the lesser of (A) $10,000,000 or or, if less, the entire amount of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 in excess of that amount and (B) the full amount of the assigning or such Lender’s entire Commitment, if applicable with respect to any Lender, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $5,000 or such lesser amount as 3,500 (which shall be approved payable by the Agent (iv) one or more of the parties to each such assignment shall have agreed to reimburse the Agent for all feesAssignment and Acceptance, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred not by the Agent Borrower (except in connection with such assignment the case of a demand under Section 8.07(g)), and shall not be payable if the assignee is a Federal Reserve Bank), and (v) unless an Event the consent of Default shall have occurred and be continuing, or such assignment shall be to an Affiliate of such Lender, the Borrower shall have consented to such assignmentnot be required after the occurrence and during the continuance of any Event of Default. Upon such execution, delivery delivery, acceptance and acceptance by the Agent and the recording by the Agentrecording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (ix) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (iiy) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party heretohereto (although an assigning Lender shall continue to be entitled to indemnification pursuant to Section 8.04(c)). Notwithstanding anything contained in this Section 8.07(a) to the contrary, (A) the consent of the Borrower, the LC Issuers, the Swingline Lenders and the Administrative Agent shall not be required with respect to any assignment by any Lender to an Affiliate of such Lender or to another Lender and (B) any Lender may at any time, without the consent of the Borrower, any LC Issuer or the Administrative Agent, and without any requirement to have an Assignment and Acceptance executed, assign all or any part of its rights under this Agreement to a Federal Reserve Bank, provided that no such assignment shall release the transferor Lender from any of its obligations hereunder.
Appears in 1 contract
Assignments and Participations. (a) Each Lender may, upon written notice (x) may assign to one or more of its Affiliates or Subsidiaries and (y) may with the Agent, and, solely prior consent of the Administrative Agent and the Borrower (such consents not to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall be unreasonably withheld or delayed) assign to one or more banks or other entities entities, all or a portion of its rights and obligations 101 97 under this AgreementAgreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it and the Notes held by it); provided, however, that such assignment or any activity intended to give rise to an assignment shall not be initiated prior to the receipt by the Lenders of notice from the Arrangers that the syndication of this Agreement has been completed; provided further, however, that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all such Lender's rights and obligations under and in respect of the assigning Facility (other than any right to make Competitive Bid Advances or Competitive Bid Advances owing to it), (ii) except in the case of an assignment to a Person that immediately prior to such assignment was a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, (ii) Agreement the amount of the Commitment, if applicable with respect to any Lender, Commitments of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than the lesser of (A) $10,000,000 or an integral multiple of $1,000,000 in excess of that amount and (B) the full amount of the assigning Lender’s Commitment, if applicable with respect to any Lender10,000,000, (iii) each such assignment shall be to a Lender, an Eligible Assignee or to an Affiliate or Subsidiary of the assignor, and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment, and a processing and recordation fee of $5,000 or such lesser amount as shall be approved by 3,000 for each assignment completed after the Agent (iv) notice referred to in the parties to each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses first proviso of counsel for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment shall be to an Affiliate of such Lender, the Borrower shall have consented to such assignmentthis Section 9.07 has been received. Upon such execution, delivery delivery, acceptance and acceptance by the Agent and the recording by the Agentrecording, from and after the effective date specified in each such Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (ix) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (iiy) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Day Credit Agreement (Borden Inc)
Assignments and Participations. (a) Each Lender may, upon with the prior written notice consent of the Borrower, each LC Issuer, the Swingline Lenders and the Administrative Agent (which consents shall not be unreasonably withheld or delayed), and if demanded by the Borrower pursuant to the Agent, and, solely Section 8.07(g) or (h) shall to the extent required by the commercial paper program of any Issuersuch Section, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall assign to one or more banks or other entities (other than an Ineligible Institution) all or a portion of its rights and obligations under this AgreementAgreement (including all or a portion of its Commitment, the Advances owing to it and its participation in Facility LCs); provided, however, provided that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under this Agreement, (ii) the amount of the Commitment, if applicable with respect to any Lender, Commitment Amount of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall in no event be less than the lesser of (A) $10,000,000 or (unless each of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 in excess of that amount and (B) the full amount of the assigning or such Lender’s entire Commitment, if applicable with respect to any Lender, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $5,000 or such lesser amount as 3,500 (which shall be approved payable by the Agent (iv) one or more of the parties to each such assignment shall have agreed to reimburse the Agent for all feesAssignment and Assumption, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred not by the Agent Borrower (except in connection with such assignment the case of a demand under Section 8.07(g)), and shall not be payable if the assignee is a Federal Reserve Bank), (v) unless an the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default shall have occurred under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and be continuing, or such assignment shall be to an Affiliate of such Lender, (vi) the Borrower shall be deemed to have consented to any such assignmentassignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon such execution, delivery delivery, acceptance and acceptance by the Agent and the recording by the Agentrecording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified thereinAssumption, (ix) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender hereunder and (iiy) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AcceptanceAssumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party heretohereto (although an assigning Lender shall continue to be entitled to indemnification pursuant to Section 8.04(c).). Notwithstanding anything contained in this Section 8.07(a) to the contrary, (A) the consent of the Borrower and the Administrative Agent shall not be required with respect to any assignment by any Lender to an Affiliate of such Lender or to another Lender or to an Approved Fund and (B) any Lender may at any time, without the consent of the Borrower, any LC Issuer, any Swingline Lender or the Administrative Agent, and without any requirement to have an Assignment and Assumption executed, assign all or any part of its rights under this Agreement to a Federal Reserve Bank or other central banking authority, provided that no such assignment shall release the transferor Lender from any of its obligations hereunder. For the purposes of this Section 8.07(a), the terms “Approved Fund” and “Ineligible Institution” have the following meanings:
Appears in 1 contract
Assignments and Participations. (a) Each Lender may, upon written notice to may (in the Agent, and, solely to the extent required by the commercial paper program ordinary course of any Issuer, Xxxxx’x, S&P, Fitch, DBRS its business and Taiwan Ratings, shall in accordance with applicable law) assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and or obligations under this AgreementAgreement (including, without limitation, all or a portion of its Commitment or Commitments, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all rights or obligations under and in respect of one or more Facilities, (ii) except in the assigning case of an assignment to a Person that, immediately prior to such assignment, was a Lender’s , an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender's rights and obligations under this Agreement, (ii) the aggregate amount of the Commitment, if applicable with respect to any Lender, of the assigning Lender Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $2.5 million (or, in the lesser case of each Term Facility, $1 million) (A) $10,000,000 treating assignments to two or an integral multiple of $1,000,000 in excess of that amount and (B) the full amount more Approved Funds as one assignment for purposes of the assigning Lender’s Commitment, if applicable with respect to any Lenderminimum amounts), (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the AgentAdministrative Agent (and to the Borrower if its consent is required pursuant to the terms hereof), for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $5,000 or 3,500 (with only one such lesser amount as shall be approved by the Agent (iv) the parties to each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred by the Agent fee payable in connection with such assignment and simultaneous assignments to Approved Funds) (v) unless an Event of Default shall have occurred and which fee may be continuing, or such assignment shall be to an Affiliate of such Lender, the Borrower shall have consented to such assignment. Upon such execution, delivery and acceptance waived by the Agent and the recording by the Administrative Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments and Participations. (a) [Reserved]. (b) Each Lender maymay upon at least ten (10) days’ notice (or in the case of an assignment to an Eligible Assignee satisfying clause (a)(i) of the definition of the term “Eligible Assignee”, upon written prompt notice following such assignment) to the Administrative Agent, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall assign to one or more banks or other entities all or a portion of its rights and obligations under this Agreement; provided, however, that (i) each such assignment shall be of a constant, and not a varying, varying percentage of all of the assigning LenderXxxxxx’s rights and obligations under this Agreement, (ii) the amount of the Commitment, if applicable with respect to any Lender, Commitment of the assigning Lender Xxxxxx being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than the lesser of (A) $10,000,000 5,000,000 or an integral multiple of $1,000,000 in excess of that amount (except in the case of an assignment to an Eligible Assignee satisfying clause (a)(i) of the definition of the term “Eligible Assignee”) and (B) the full amount of the assigning LenderXxxxxx’s Commitment, if applicable with respect (iii) each such assignment shall be to an Eligible Assignee and in the case of an assignment by a Lender at any Lendertime its Commitments remain outstanding, such Xxxxxxxx Assignee shall agree to the Commitment of such Lender hereunder, (iiiiv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance Administrative Agent and recording in the Register, Lenders an Assignment and Acceptance, together with a processing and recordation fee of $5,000 3,500 or such lesser amount as shall be approved by the Administrative Agent (ivprovided that in the case of an assignment to an Eligible Assignee satisfying clause (a)(i) of the definition of the term “Eligible Assignee”, such recordation fee shall not apply), (v) the parties to each such assignment shall have agreed to reimburse the Administrative Agent for all reasonable fees, costs and expenses (including, without limitation, including the reasonable fees and out-of-pocket expenses disbursements of counsel for the Administrative Agent) incurred by the Administrative Agent in connection with such assignment assignment, (vi) each Person that becomes a Lender under an Assignment and Acceptance shall agree to be bound by the confidentiality provisions of Article Fourteen and (vvii) unless an Event of Default shall have occurred and be continuing, or such assignment there shall be to an Affiliate of such Lenderno increased costs, expenses or Taxes incurred by the Borrower shall have consented to such assignmentAdministrative Agent or the other Lenders upon assignment or participation. Upon such execution, delivery and acceptance by the Agent and the recording by the Administrative Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Administrative Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments and Participations. (a) Each Lender maymay sell, upon written notice to the Agenttransfer, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall negotiate or assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreementhereunder (including all of its rights and obligations with respect to the Loans); provided, however, that (i) each if any such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights aggregate outstanding principal amount of Loans and obligations under this AgreementCommitment, such assignment shall cover the same percentage of such Lender’s aggregate outstanding principal amount of Loans and Commitment, (ii) the aggregate amount of the Commitment, if applicable with respect to any Lender, of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than the lesser $5,000,000 (which may be aggregated among Affiliates of (Aa Lender) $10,000,000 or an integral multiple of $1,000,000 in excess thereof, except, in either case, (A) with the consent of that amount the Borrower and the Requisite Lenders or (B) the full amount if such assignment is being made to a Lender or an Affiliate or Approved Fund of the assigning Lender’s Commitment, if applicable with respect to any such Lender, and (iii) if such Eligible Assignee is not, prior to the parties to each date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall execute and deliver be subject to the Agentprior consent of each Lender and the Borrower (which consent shall not be unreasonably withheld, for its acceptance and recording in the Registerdelayed or conditioned); provided, an Assignment and Acceptancehowever, together with a processing and recordation fee that, notwithstanding any other provision of $5,000 or such lesser amount as shall be approved by the Agent (iv) the parties to each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitationthis Section 13.2, the reasonable fees and out-of-pocket expenses consent of counsel the Borrower shall not be required for the Agent) incurred by the Agent in connection with such any assignment and (v) unless an that occurs after any Event of Default shall have occurred and be continuing, or such assignment shall be to an Affiliate of such Lender, the Borrower shall have consented to such assignment. Upon such execution, delivery and acceptance by the Agent and the recording by the Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)occurred.
Appears in 1 contract
Samples: Loan Agreement (Pliant Corp)
Assignments and Participations. (a) Each Lender may, upon With the prior written notice to the Agent, consent of Agent and, solely so long as no Event of Default has occurred and is continuing, the Administrative Borrower, which consents shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to the extent required by the commercial paper program a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Issuer, Xxxxx’x, S&P, Fitch, DBRS Lender may assign and Taiwan Ratings, shall assign delegate to one or more banks or other entities all or a portion of its rights and obligations under this Agreementassignees (each, an “Assignee”; provided, however, that no Loan Party, Affiliate of a Loan Party, Equity Sponsor, or Affiliate of Equity Sponsor shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other or a Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000); provided, however, that Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) each written notice of such assignment shall be of a constantassignment, together with payment instructions, addresses, and not a varyingrelated information with respect to the Assignee, percentage of all of have been given to Borrowers and Agent by such Lender and the assigning Lender’s rights and obligations under this AgreementAssignee, (ii) the amount of the Commitment, if applicable with respect such Lender and its Assignee have delivered to any Lender, of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment Administrative Borrower and Acceptance with respect to such assignment) shall in no event be less than the lesser of (A) $10,000,000 or an integral multiple of $1,000,000 in excess of that amount and (B) the full amount of the assigning Lender’s Commitment, if applicable with respect to any Lender, (iii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $5,000 or such lesser amount as shall be approved by the Agent (iv) the parties to each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment shall be to an Affiliate of such Lender, the Borrower shall have consented to such assignment. Upon such execution, delivery and acceptance by the Agent and the recording by the Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b), and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the remaining portion amount of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)$3,500.
Appears in 1 contract
Samples: Credit Agreement (Stock Building Supply Holdings, Inc.)
Assignments and Participations. (a) Each Lender maymay sell, upon written notice to the Agenttransfer, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall negotiate or assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreementhereunder (including all of its rights and obligations with respect to the Loan); provided, however, that (i) each if any such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights 's Loan and obligations under this AgreementCommitments, such assignment shall cover the same percentage of such Lender's Loan and Commitments, (ii) the aggregate amount of the Commitment, if applicable with respect to any Lender, of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assignor's entire interest) be less than the lesser of (A) $10,000,000 1,000,000 or an integral multiple of $1,000,000 in excess of that amount and (B) thereof, except with the full amount consent of the assigning Lender’s Commitment, if applicable with respect Borrower (which consent shall not be unreasonably withheld or delayed) and the Administrative Agent. If any assignment under this Section is being made to any Lender, a Lender or an Affiliate or Approved Fund of such Lender and (iii) if such Eligible Assignee is not, prior to the parties to each date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall execute and deliver be subject to the Agent, for its acceptance and recording in prior consent of the Register, an Assignment and Acceptance, together with a processing and recordation fee of $5,000 or such lesser amount as shall be approved by the Administrative Agent (iv) the parties to each such assignment which consents shall have agreed to reimburse the Agent for all feesnot be unreasonably withheld or delayed); and provided, costs and expenses (includingfurther, without limitationthat, notwithstanding any other provision of this Section 11.2, the reasonable fees and out-of-pocket expenses consent of counsel the Borrower shall not be required for the Agent) incurred by the Agent in connection with such any assignment and (v) unless an occurring when any Event of Default shall have occurred and be continuing, or such assignment shall be to an Affiliate of such Lender, the Borrower shall have consented to such assignment. Upon such execution, delivery and acceptance by the Agent and the recording by the Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Tecumseh Products Co
Assignments and Participations. (a) Each Lender may, may upon written at least 30 days' notice to the Agent, and, solely to Administrative Agent and the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall Agents assign to one or more banks or other entities all or a portion of its rights and obligations under this Agreement; provided, however, that (i) each such assignment shall be of a constant, and not a varying, varying percentage of all of the assigning Lender’s Xxxxxx's rights and obligations under this Agreement, (ii) the amount of the Commitment, if applicable with respect to any Lender, Commitment of the assigning Lender Xxxxxx being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) ), except if being assigned to an Affiliate of the Lender, shall in no event be less than the lesser of (A) $10,000,000 5,000,000 or an integral multiple of $1,000,000 in excess of that amount and (B) the full amount of the assigning Lender’s Xxxxxx's Commitment, if applicable with respect to any Lender, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the AgentAdministrative Agent (with a copy to the Borrower), for its acceptance and recording in the Lender Register, an Assignment and Acceptance, together with a processing and recordation fee of $5,000 3,500 or such lesser amount as shall be approved by the Agent Administrative Agent, (ivv) the parties to each such assignment shall have agreed to reimburse the Administrative Agent for all reasonable fees, costs and expenses (including, without limitation, including the reasonable fees and out-of-pocket expenses disbursements of counsel for the Administrative Agent) incurred by the Administrative Agent in connection with such assignment assignment, (vi) each Person that becomes a Lender under an Assignment and Acceptance shall agree to be bound by the confidentiality provisions of Article Twelve and (vvii) unless an Event of Default shall have occurred and be continuing, or such assignment there shall be to an Affiliate of such Lenderno increased costs, expenses or Taxes incurred by the Borrower shall have consented to such assignmentAdministrative Agent or any Lender Group upon assignment or participation. Upon such execution, delivery and acceptance by the Agent and the recording by the Administrative Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).. (b) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties
Appears in 1 contract
Assignments and Participations. (a) Each Lender maymay and, so long as no Default shall have occurred and be continuing, if demanded by the Borrower pursuant to Section 2.10(e) upon written at least five Business Days’ notice to such Lender and the Administrative Agent, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall will assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this AgreementAgreement (including, without limitation, all or a portion of its Term C Commitment, the Advances owing to it and the Term C Note or Term C Notes held by it); provided, however, 108 that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all rights and obligations under and in respect of the assigning Facility, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, (ii) the aggregate amount of the Commitment, if applicable with respect to any Lender, of the assigning Lender Term C Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $1,000,000 (or such lesser amount as shall be approved by the lesser Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower); provided, that simultaneous assignments to or by two or more Related Funds shall be treated as one assignment for purposes of the minimum assignment requirement, (Aiii) $10,000,000 each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to Section 2.10(e) shall be arranged by the Borrower after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an integral multiple assignment of $1,000,000 a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to Section 2.10(e) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in excess of that an aggregate amount and (B) at least equal to the full aggregate outstanding principal amount of the assigning Lender’s Commitment, if applicable with respect Advances owing to any such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (iiivi) no such assignments shall be permitted without the consent of the Administrative Agent until the Administrative Agent shall have notified the Lenders that syndication of the Term C Commitments hereunder has been completed and (vii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $5,000 any Term C Note or such lesser amount as shall be approved by the Agent Term C Notes (ivif any) the parties to each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment shall be to an Affiliate of such Lender, the Borrower shall have consented subject to such assignment. Upon such execution, delivery and acceptance by the Agent and the recording by the Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments and Participations. (a) Each Lender may, upon written notice to the Agent, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall Party may assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this AgreementAgreement (including, without limitation, all or a portion of its Commitment or Commitments, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) with respect to the Term Loan A Facility and the Revolving Credit Facility, each such assignment shall be of a constantuniform, and not a varying, percentage of all rights and obligations under and in respect of such Facilities on a pro rata basis with respect to such Facilities, (ii) except in the assigning Lender’s case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender Party's rights and obligations under this Agreement, (ii) the amount of the Commitment, if applicable with respect to any Lender, Commitment of the assigning Lender Party being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than the lesser of (A) $10,000,000 or an integral multiple of $1,000,000 in excess of that amount and (B) the full amount of the assigning Lender’s Commitment, if applicable with respect to any Lender5,000,000, (iii) no such assignments shall be permitted without the prior consent of the Administrative Agent (which may not be unreasonably withheld), (iv) no such assignment shall be permitted if, immediately after giving effect thereto, the Borrower would be required to make payments to or on behalf of the assignee Lender Party pursuant to Section 2.10(a) or (b) or Section 2.12 and the assignor Lender Party was not, at the time of such assignment, entitled to receive any payment pursuant to Section 2.10(a) or (b) or Section 2.12, and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $5,000 or such lesser amount as shall be approved by the Agent (iv) the parties to each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment shall be to an Affiliate of such Lender, the Borrower shall have consented to such assignment. Upon such execution, delivery and acceptance by the Agent and the recording by the Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)3,000.
Appears in 1 contract
Samples: Credit Agreement (Applied Graphics Technologies Inc)
Assignments and Participations. (a) Each Lender may, upon written notice to the Agent, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall may assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this AgreementAgreement (including, without limitation, all or a portion of its Commitment or Commitments, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all rights and obligations under and in respect of any or all Facilities, (ii) except in the assigning case of an assignment of all of a Lender’s rights and obligations under this AgreementAgreement or an assignment of Term Advances to an Affiliate or an Approved Fund of the assigning Lender, (ii) the aggregate amount of the Commitment, if applicable with respect to any Lender, of the assigning Lender Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than the lesser of (A) $10,000,000 or an integral multiple of $1,000,000 in excess of that amount and (B) the full amount of the assigning Lender’s Commitment, if applicable with respect to any Lender, (iii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $5,000 or such lesser amount as shall be approved by the Agent Administrative Agent) other than among affiliate funds under each Facility for which a Commitment is being assigned, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent), (iv) each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses made as a result of counsel for the Agent) incurred a demand by the Agent in connection with such assignment and (vBorrower pursuant to Section 2.10(e) unless an Event of Default shall have occurred and be continuing, or such assignment shall be to an Affiliate of such Lender, arranged by the Borrower shall have consented to such assignment. Upon such execution, delivery and acceptance by after consultation with the Administrative Agent and the recording by the Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date either an assignment of acceptance thereof by the Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that portion of such rights and obligations hereunder have been assigned by it pursuant to made concurrently with another such Assignment and Acceptance, relinquish its assignment or other such assignments that together cover all of the rights and be released from its obligations of the assigning Lender under this Agreement (andincluding, in the case of an Assignment Issuing Bank, such Issuing Bank’s Letter of Credit Commitment), (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to Section 2.10(e) unless and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, until such Lender shall cease have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to be a party hereto)the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement and (vi) in the case of assignments in respect of the Term Facilities, the Administrative Agent shall give notice to the Borrower of the identity of the assignee thereunder.
Appears in 1 contract
Samples: Credit Agreement (Hexacomb CORP)
Assignments and Participations. (a) Each Lender maymay and, if demanded by the Borrower (following a demand by such Lender pursuant to Section 2.10 or 2.13) upon written at least five Business Days’ notice to such Lender and the Agent, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall will assign to one or more banks or other entities Persons all or a portion of its rights and obligations under this AgreementAgreement (including, without limitation, all or a portion of its Commitment, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment, if applicable with respect to any Lender, Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 unless the lesser Borrower and the Agent otherwise agree, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of (Aa demand by the Borrower pursuant to this Section 8.07(a) $10,000,000 shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an integral multiple assignment of $1,000,000 a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in excess of that an aggregate amount and (B) at least equal to the full aggregate outstanding principal amount of the assigning Lender’s Commitment, if applicable with respect Advances owing to any such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (iiivi) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $5,000 or such lesser amount as shall be approved 3,500 payable by the Agent (iv) the parties to each such assignment, provided, however, that in the case of each assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses made as a result of counsel for the Agent) incurred a demand by the Agent in connection with Borrower, such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment recordation fee shall be payable by the Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of the Borrower to an Affiliate of such Eligible Assignee that is an existing Lender, the Borrower shall have consented to such assignment. Upon such execution, delivery delivery, acceptance and acceptance by the Agent and the recording by the Agentrecording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (ix) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (iiy) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Sections 2.10, 2.13 and 8.04 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Credit Agreement (Tc Pipelines Lp)
Assignments and Participations. (a) Each Lender maymay and, if demanded by the Borrower (following a demand by such Lender pursuant to Section 2.08 or 2.11 or notice from such Lender under Section 2.09) upon written at least five Business Days’ notice to such Lender and the Agent, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall will assign to one or more banks or other entities Persons all or a portion of its rights and obligations under this AgreementAgreement (including, without limitation, all or a portion of the Advances owing to it, its interest in any outstanding Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment, if applicable with respect to any Lender, Advance of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall in no event be less than the lesser of (A) $10,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof unless the Borrower and the Agent otherwise agree, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount and (B) at least equal to the full aggregate outstanding principal amount of the assigning Lender’s Commitment, if applicable with respect Advances owing to any such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (iiivi) (vii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and AcceptanceAssumption, together with any Note subject to such assignment and a processing and recordation fee of $5,000 or such lesser amount as shall be approved 3,500 payable by the Agent (iv) the parties to each such assignment, provided, however, that in the case of each assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses made as a result of counsel for the Agent) incurred a demand by the Agent in connection with Borrower, such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment recordation fee shall be payable by the Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of the Borrower to an Affiliate of such Eligible Assignee that is an existing Lender, the Borrower shall have consented to such assignment. Upon such execution, delivery delivery, acceptance and acceptance by the Agent and the recording by the Agentrecording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified thereinAssumption, (ix) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender hereunder and (iiy) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AcceptanceAssumption, relinquish its rights (other than its rights under Sections 2.08, 2.11 and 8.04 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments and Participations. (a) Each Lender maymay sell, upon written notice to the Agenttransfer, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall negotiate or assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreementhereunder (including all of its rights and obligations with respect to the Loans and the Letters of Credit); provided, however, that (i) each if any such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights 's Revolving Credit Outstandings and obligations under this AgreementRevolving Credit Commitment, such assignment shall cover the same percentage of such Lender's Revolving Credit Outstandings and Revolving Credit Commitment, (ii) the aggregate amount of the Commitment, if applicable with respect to any Lender, of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the Assignor's entire interest) be less than the lesser of (A) $10,000,000 1,000,000 or an integral multiple of $1,000,000 in excess thereof, except, in either case, (A) with the consent of that amount and the Administrative Agent or (B) the full amount if such assignment is being made to a Lender or an Affiliate or Approved Fund of the assigning Lender’s Commitment, if applicable with respect to any Lender, such Lender and (iii) if such Eligible Assignee is not, prior to the parties to each date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall execute and deliver be subject to the Agentprior consent of the Administrative Agent and the Borrower (which consent shall not be unreasonably withheld or delayed); provided, for its acceptance and recording in the Registerhowever, an Assignment and Acceptancethat, together with a processing and recordation fee notwithstanding any other provision of $5,000 or such lesser amount as shall be approved by the Agent (iv) the parties to each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitationthis Section 11.2, the reasonable fees and out-of-pocket expenses consent of counsel the Borrower shall not be required for the Agent) incurred by the Agent in connection with such any assignment and (v) unless an which occurs when any Event of Default shall have occurred and be continuing, or such assignment shall be to an Affiliate of such Lender, the Borrower shall have consented to such assignment. Upon such execution, delivery and acceptance by the Agent and the recording by the Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Credit Agreement (Classic Cable Inc)
Assignments and Participations. (a) Each Lender may, upon written notice to the Agent, Bank may and, solely to the extent required if demanded by the commercial paper program of any IssuerCompany pursuant to Section 15.08, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall will assign to one or more banks or other entities all or a portion of its rights and obligations under this AgreementAgreement (including, without limitation, all or a portion of its Commitment, the Loans and Reimbursement Obligations owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of the same percentage of each of the assigning Bank's Tranche Commitments, (ii) except with respect to an assignment by a constant, and not a varying, percentage Bank of all of the assigning Lender’s its rights and obligations under this AgreementAgreement or an assignment by one Bank to another Bank, (ii) the amount of the Commitment, if applicable with respect to any Lender, Commitment of the assigning Lender Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event not be less than $5,000,000, (iii) each such assignment shall be subject to the lesser prior written approval of (A) $10,000,000 the Issuing Banks if the assignee thereof is to be another Bank or an integral multiple Affiliate thereof, and shall otherwise be subject to the prior written approval of $1,000,000 in excess the Company, the Agents and the Issuing Banks, (iv) each such assignment made as a result of that amount a demand by the Company pursuant to Section 15.08 shall be either an assignment of all of the rights and (B) the full amount obligations of the assigning Lender’s CommitmentBank under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments which together cover all of the rights and obligations of the assigning Bank under this Agreement, if applicable with respect to any Lender, and (iiiv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $5,000 or such lesser amount as shall be approved by the Agent (iv) the parties to each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment shall be to an Affiliate of such Lender, the Borrower shall have consented to such assignment3,000. Upon such execution, delivery delivery, acceptance and acceptance by the Agent and the recording by the Agentrecording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (ix) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender Bank hereunder and (iiy) the Lender Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s Bank's rights and obligations under this Agreement, such Lender Bank shall cease to be a party hereto).
Appears in 1 contract
Assignments and Participations. (a) Each Lender maymay and, so long as no Default shall have occurred and be continuing, if demanded by the Borrower (following a demand by such Lender pursuant to Section 2.10 or 2.12) upon written at least five Business Days' notice to such Lender and the Administrative Agent, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall will assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this AgreementAgreement (including, without limitation, all or a portion of its Commitment or Commitments, the Advances owing to it and any Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all rights and obligations under and in respect of one or more Facilities, (ii) except in the assigning case of an assignment to a Person that, immediately prior to such assignment, was a Lender’s , an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender's rights and obligations under this Agreement, (ii) the aggregate amount of the Commitment, if applicable with respect to any Lender, of the assigning Lender Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (or such lesser amount as shall be approved by the lesser of (ABorrower and the Administrative Agent) $10,000,000 or and shall be in an integral multiple of $1,000,000 500,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Administrative Agent and shall be either an assignment of a portion of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in excess of that an aggregate amount and (B) at least equal to the full aggregate outstanding principal amount of the assigning Lender’s Commitment, if applicable with respect Advances owing to any such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (iiivi) no such assignments shall be permitted without the consent of the Administrative Agent until the Administrative Agent shall have notified the Lender Parties that syndication of the Commitments hereunder has been completed, and (vii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $5,000 or such lesser amount as shall be approved by the Agent (iv) the parties to each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment shall be to an Affiliate of such Lender, the Borrower shall have consented to such assignment. Upon such execution, delivery and acceptance by the Agent and the recording by the Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)3,500.
Appears in 1 contract
Samples: Credit Agreement (International Rectifier Corp /De/)
Assignments and Participations. (a) Each Lender may, upon written notice to the Agent, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall may assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this AgreementAgreement (including, without limitation, all or a portion of its Commitment or Commitments, the Advances owing to it and the Note or Notes held by it); providedPROVIDED, howeverHOWEVER, that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all rights and obligations under and in respect of the assigning Tranche A Commitment or the Tranche B Commitment, as the case may be, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or all of a Lender’s 's rights and obligations under this Agreement, (ii) the aggregate amount of the Commitment, if applicable with respect to any Lender, Tranche A Commitment and outstanding Tranche A Advances or Tranche B Commitment and outstanding Tranche B Advances of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than the lesser of (A) $10,000,000 or an integral multiple of $1,000,000 in excess of that amount and (B) the full amount of the assigning Lender’s Commitment, if applicable with respect to any Lendersuch Tranche A Commitment and $10,000,000 with respect to such Tranche B Commitment, (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $5,000 or such lesser amount as shall be approved 4,000 payable by the Agent (iv) the parties to each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment shall be to an Affiliate of such Lender, the Borrower shall have consented to such assignmentEligible Assignee. Upon such execution, delivery and acceptance by the Agent and the recording by the Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).100
Appears in 1 contract
Assignments and Participations. (a) Each Lender may, upon written notice to the Agent, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall (other than a Designated Bidder) may assign to one or more banks or other entities all or a portion of its rights and obligations under this AgreementAgreement (including all or a portion of its Commitment, the A Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constantto an Eligible Assignee, and not a varying, percentage of all of the assigning Lender’s rights and obligations under this Agreement, (ii) the amount of the Commitment, if applicable with respect to any Lender, of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than the lesser of (A) $10,000,000 or an integral multiple of $1,000,000 in excess of that amount and (B) the full amount of the assigning Lender’s Commitment, if applicable with respect to any Lender, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and, except in the case of an assignment to a Lender Affiliate, a 52 processing and recordation fee of $5,000 or 3,000, and shall send to the Borrower an executed counterpart of such lesser amount as shall be approved by the Agent Assignment and Acceptance, and provided further, however, that (ivi) the parties sum of (x) the amount of the Commitment of the assigning Lender being assigned to the assignee pursuant to each such assignment shall have agreed (determined as of the date of the Assignment) plus (y) the amount of the "Commitment" of the assigning Lender under the Short-Term Revolving Credit Agreement and/or the Canadian Credit Agreement contemporaneously assigned by such assigning Lender to reimburse the Agent for all feessuch assignee as contemplated by clause (iii) of this sentence must be equal to or greater than $25,000,000, costs and expenses (including, without limitationor if less, the reasonable fees entire amount of such assigning Lender's "Commitment" (unless the Borrower and out-of-pocket expenses the Administrative Agent shall otherwise consent, which consent may be withheld for any reason) and must be an integral multiple of counsel for $1,000,000, (ii) any assignment to a Lender Affiliate will not relieve the Agentassigning Lender of its obligation to make Advances hereunder timely in accordance with the terms hereof in the event such Lender Affiliate shall fail to do so and (iii) incurred except in the case of an assignment to a Lender Affiliate or as required by the Agent in connection with such assignment and (vBorrower pursuant Section 2.21(d) unless an Event of Default shall have occurred and be continuingor 2.22, or each such assignment shall be to an Affiliate of a constant, and not a varying, percentage of all such Lender's rights and obligations under this Agreement (other than any right to make B Advances, any B Advances or any Notes) and the Borrower same constant percentage of all such Lender's rights and obligations, if any, under the Short-Term Revolving Credit Agreement and the Canadian Credit Agreement unless the Short-Term Revolving Credit Agreement or the Canadian Agreement, as the case may be, has been terminated, shall have consented be contemporaneously assigned by such assigning Lender to such assignmentthe same assignee pursuant to Section 8.07(a) of the Short-Term Revolving Credit Agreement and Section 9.07(a) of the Canadian Credit Agreement. Upon such the execution, delivery delivery, acceptance and acceptance recording of each Assignment and Acceptance by the Agent and the recording by the Agentparties thereto, from and after the effective date specified in each such Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (ix) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) except as otherwise provided in clause (ii) above, the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, except in the circumstances contemplated by clause (ii) above, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto, provided, however, that such assigning Lender shall retain any claim with respect to any fee, interest, cost, expense or indemnity which accrues, or relates to an event that occurs, prior to the date of such assignment pursuant to Section 2.03, 2.06, 2.07, 2.11, 2.12, 2.15 or 8.04).
Appears in 1 contract
Assignments and Participations. (a) Each Lender may, may upon written at least four (4) Business Days' notice to the Administrative Agent and its related Group Agent, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreement; provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s 's rights and obligations under this Agreement, (ii) the amount of the Commitment, if applicable with respect to any Lender, Loan of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than the lesser of (A) $10,000,000 15,000,000 or an integral multiple of $1,000,000 in excess of that amount and (B) the full amount of the assigning Lender’s 's Commitment, if applicable with respect to any Lender, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and its related Group Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $5,000 3,500 or such lesser amount as shall be approved by the Agent Administrative Agent, (iv) the parties to each such assignment shall have agreed to reimburse the Administrative Agent and the related Group Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent and each Group Agent) incurred by the Administrative Agent and such Group Agent in connection with such assignment and assignment, (v) each Person that becomes a Lender under an Assignment and Acceptance shall agree to be bound by the confidentiality provisions of Section 10.17 hereto, (vi) there shall be no increased costs, expenses or taxes incurred by the Administrative Agent or the Group Agent (and the parties thereto shall use all reasonable efforts to ensure that neither Onyx nor Recco incur any increased costs, expenses or taxes) upon such assignment or participation and (vii) any assignment may be made to any liquidity or credit support provider of a Conduit Lender at any time without any notice to any other Person, and provided further that with respect to a Committed Lender, upon the effective date of such Assignment and Acceptance each of the Administrative Agent, the related Group Agent and, unless an a Wind-Down Event of Default shall have occurred and be continuing, or such assignment shall be to an Affiliate of such Lender, the Borrower Onyx and Recco shall have consented to such assignmentprovided its written consent thereto, which consent shall not be unreasonably withheld. Upon such execution, delivery and acceptance by the Administrative Agent and the related Group Agent and the recording by the Administrative Agent and the related Group Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Administrative Agent and the related Group Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to and accepted by it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments and Participations. (a) Each Lender may, upon written notice to may assign its Rights and obligations as a Lender under the Agent, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall assign Loan Papers to one or more banks or other entities all or a portion Eligible Assignees, pursuant to an assignment substantially in the form of its rights and obligations under this Agreement; providedExhibit "F" hereto, however, that so long as (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights Rights and obligations under this Agreementthereunder, (ii) the Eligible Assignee or the Lender entering into such assignment, as determined between such Persons, shall deliver to the Administrative Lender a processing fee of $3,500, and (iii) the amount of the Commitment, if applicable with respect to any Lender, of the assigning Lender Advances and Reimbursement Obligations being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance assignment with respect to such assignment) shall in no event be less than the lesser of (A) than $10,000,000 or 5,000,000 and which is an integral multiple of $1,000,000 in excess of that amount and 1,000,000, or (B) the full aggregate amount of the assigning Lender’s Commitment, if applicable with respect to Advances and Reimbursement Obligations owned by the Lender entering into such Assignment. Within five Business Days after notice of any Lendersuch assignment, (iii) the parties to each such assignment Company shall execute and deliver to the AgentAdministrative Lender, for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $5,000 or such lesser amount as shall be approved by the Agent (iv) the parties to each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel exchange for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment shall be Note issued to an Affiliate of such Lender, new Notes to the Borrower order of such Lender and its assignee in amounts equal to their respective Specified Percentages of the Commitment. Such new Notes shall have consented to such be dated the effective date of the assignment. Upon such execution, delivery It is specifically acknowledged and acceptance by the Agent and the recording by the Agent, from agreed that on and after the effective date specified in of each Assignment and Acceptanceassignment, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights Rights and obligations of a Lender hereunder and (ii) under the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)Loan Papers.
Appears in 1 contract
Samples: Credit Agreement (Petsmart Inc)
Assignments and Participations. (a) Each Lender maymay and, if demanded by the Borrower (following a demand by such Lender pursuant to Section 2.10 or 2.13) upon written at least five Business Days' notice to such Lender and the Agent, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall will assign to one or more banks or other entities Persons all or a portion of its rights and obligations under this AgreementAgreement (including, without limitation, all or a portion of its Commitment, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender's rights and obligations under this Agreement, the amount of the Commitment, if applicable with respect to any Lender, Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than the lesser of (A) $10,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount and (B) at least equal to the full aggregate outstanding principal amount of the assigning Lender’s Commitment, if applicable with respect Advances owing to any such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (iiivi) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $5,000 or such lesser amount as shall be approved 3,500 payable by the Agent (iv) the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by the Borrower, such recordation fee shall have agreed be payable by the Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of the Borrower to reimburse the Agent for all feesan Eligible Assignee that is an existing Lender, costs and expenses (includingvii) any Lender may, without limitation, the reasonable fees approval of the Borrower and out-of-pocket expenses of counsel for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event , assign all or a portion of Default shall have occurred and be continuing, or such assignment shall be its rights to an Affiliate any of such Lender, the Borrower shall have consented to such assignmentits Affiliates. Upon such execution, delivery delivery, acceptance and acceptance by the Agent and the recording by the Agentrecording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (ix) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (iiy) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 8.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Credit Agreement (Temple Inland Inc)
Assignments and Participations. (a) Each Any Lender may, upon with the written notice to consent of the Agent, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS assign and Taiwan Ratings, shall assign delegate to one or more banks assignees (each an “Assignee”) all, or any ratable part of all, of the Term Loan B, the Commitments and the other entities all or a portion of its rights and obligations under this Agreement; providedof such Lender hereunder, however, that in a minimum amount of $2,000,000 or a lesser amount if (i) each such assignment shall be of a constant, and not a varying, percentage delegation is of all of the assigning Lender’s Term Loan B and other rights and obligations under this Agreement, of such Lender hereunder or (ii) the amount of the Commitment, if applicable with respect to any Lender, of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect is to such assignment) shall in no event be less than the lesser of (A) $10,000,000 or an integral multiple of $1,000,000 in excess of another Lender; provided, that amount and (B) the full amount of the assigning Lender’s Commitment, if applicable with respect to any Lender, (iii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Registeracceptance, an Assignment and Acceptance, together with any promissory note subject to such assignment and such parties shall deliver to the Agent, for the benefit of the Agent, a processing and recordation fee of $5,000 or 3,500 (except the payment of such lesser amount as fee shall not be approved by the Agent (iv) the parties to each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred by the Agent required in connection with such an assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment shall be by a Lender to an Affiliate of such LenderLender or a Related Fund). Notwithstanding the foregoing, no Lender shall assign or delegate all, or any ratable part of all, of the Term Loan B, the Borrower shall have consented to such assignment. Upon such execution, delivery and acceptance by the Agent Commitments and the recording by the Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the other rights and obligations of a such Lender hereunder and under the other Loan Documents to any direct competitor of the Borrowers (ii) provided that a financial institution which is an affiliate of a direct competitor of Borrowers shall not constitute a direct competitor of Borrowers for this purpose). Further, notwithstanding the foregoing, no Lender assignor thereunder shallshall assign or delegate all, to or any ratable part of all, of the extent that Term Loan B, the Commitments and the other rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease hereunder and under the other Loan Documents to be any person that is subject to United States withholding tax at a party hereto)rate in excess of the rate that the assigning or selling Lender was subject to at the time of the assignment or sale.
Appears in 1 contract
Samples: Credit Agreement (Sitel Corp)
Assignments and Participations. (a) Each Lender maymay and, so long as no Default shall have occurred and be continuing, if demanded by the Borrower (following a demand by such Lender pursuant to Section 2.10 or 2.12) upon written at least five Business Days' notice to such Lender and the AgentAdministrative Agent will, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this AgreementAgreement and the other Loan Documents (including, without limitation, all or a portion of its Commitment or Commitments, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) each except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment shall be of a constant, and not a varying, percentage of all of the assigning a Lender’s 's rights and obligations under this Agreement, (ii) the aggregate amount of the Commitment, if applicable with respect to any Lender, of the assigning Lender Commitments and Advances being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than the lesser of (A) $10,000,000 or an integral multiple of $1,000,000 (or, in excess each case, such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of that amount effectiveness of such assignment, the Borrower) under each Facility for which a Commitment or Advance is being assigned, (ii) each such assignment shall be to an Eligible Assignee and (B) the full amount of the assigning Lender’s Commitment, if applicable with respect to any Lender, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and (except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate or an Approved Fund of the assigning Lender) a processing and recordation fee of $5,000 or such lesser amount as shall be approved by the Agent (iv) the parties to each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment shall be to an Affiliate of such Lender, the Borrower shall have consented to such assignment. Upon such execution, delivery and acceptance by the Agent and the recording by the Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)3,500.
Appears in 1 contract
Assignments and Participations. (a) Each Lender may, upon written notice (x) may assign to one or more of its Affiliates or Subsidiaries and (y) may with the Agent, and, solely prior consent of the Administrative Agent and the Borrower (such consents not to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall be unreasonably withheld or delayed) assign to one or more banks or other entities entities, all or a portion of its rights and obligations under this AgreementAgreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it and the Notes held by it); provided, however, that such assignment or any activity intended to give rise to an assignment shall not be initiated prior to the receipt by the Lenders of notice from the Arrangers that the syndication of this Agreement has been completed; provided further, however, that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all such Lender's rights and obligations under and in respect of the assigning Working Capital Facility (other than any right to make Competitive Bid Advances or Competitive Bid Advances owing to it), (ii) except in the case of an assignment to a Person that immediately prior to such assignment was a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, (ii) Agreement the amount of the Commitment, if applicable with respect to any Lender, Commitments of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than the lesser of (A) $10,000,000 or an integral multiple of $1,000,000 in excess of that amount and (B) the full amount of the assigning Lender’s Commitment, if applicable with respect to any Lender10,000,000, (iii) each such assignment shall be to a Lender, an Eligible Assignee or to an Affiliate or Subsidiary of the assignor, and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment, and a processing and recordation fee of $5,000 or such lesser amount as shall be approved by 3,000 for each assignment completed after the Agent (iv) notice referred to in the parties to each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses first proviso of counsel for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment shall be to an Affiliate of such Lender, the Borrower shall have consented to such assignmentthis Section 9.07 has been received. Upon such execution, delivery delivery, acceptance and acceptance by the Agent and the recording by the Agentrecording, from and after the effective date specified in each such Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (ix) the assignee thereunder shall be a 106 102 party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (iiy) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Credit Agreement (Borden Inc)
Assignments and Participations. (a) Each Lender may, upon written notice to the Agent, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall Bank may assign to one or more banks or other entities all or a portion of its rights and obligations under this AgreementAgreement (including, without limitation, all or a portion of its Commitment, the Advances owing to it and the Notes held by it); provided, however, that that, except as provided in Section 8.08(g), (i) except with respect to any assignment to an Affiliate, each Bank may enter into any such assignment only if each of such Bank's Affiliates which is a Bank hereunder simultaneously assigns to an Affiliate of the proposed assignee a percentage of its Maximum Commitment equal to the percentage of the Maximum Commitment of such Bank being assigned (for example, if a U.S. Bank assigns 40% and any Affiliate of it is a Canadian Bank, each such Canadian Bank shall also assign 40%), (ii) and each such assignment shall be of a constantuniform, and not a varying, percentage of all rights and obligations under and in respect of this Agreement, (iii) except in the assigning Lender’s case of an assignment of all of a Bank's rights and obligations under this AgreementAgreement or an assignment to another Bank, (ii) the amount of the Commitment, if applicable with respect to any Lender, Commitment of the assigning Lender Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) plus the amount of any Commitment of an Affiliate of an assigning Bank being assigned pursuant to clause (i) of this Section 8.08(a) shall in no event be less than the lesser of (A) $10,000,000 or an integral multiple 3 1/2% of $1,000,000 in excess of that amount and (B) the full aggregate amount of the assigning Lender’s CommitmentCommitments or U.S. $5,000,000, if applicable with respect to any Lender, (iii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $5,000 or such lesser amount as shall be approved by the Agent (iv) the parties to each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment shall be to an Eligible Assignee or an Affiliate of such Lender, the Borrower shall have consented to such assignment. Upon such execution, delivery and acceptance by the Agent and the recording by the Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date Bank that is specified thereinnot an Investment Fund, (iv) the assignee thereunder shall be a party hereto and, each such assignment to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations an Eligible Assignee (other than an Affiliate of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent Bank that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).is
Appears in 1 contract
Assignments and Participations. (a) Each Lender may, upon written notice to may assign its Rights and obligations as a Lender under the Agent, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall assign Loan Papers to one or more banks or other entities all or a portion of its rights and obligations under this Agreement; providedEligible Assignees, however, that so long as (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights Rights and obligations under this Agreementthereunder, (ii) the Company shall approve of the assignee (which approval shall not be unreasonably withheld with respect to an Eligible Assignee which is organized under the laws of the United States or any state thereof), (iii) the Eligible Assignee or the Lender entering into such assignment, as the case may be, shall deliver to the Administrative Lender a processing fee of $3,000, and (iv) the amount of the Commitment, if applicable with respect to any Lender, of the assigning Lender Advances and Reimbursement Obligations being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance assignment with respect to such assignment) shall in no event be less than the lesser of (A) $10,000,000 or 5,000,000 and which is an integral multiple of $1,000,000 in excess 1,000,000. Within five Business Days after notice of that amount and (B) any such assignment, the full amount of the assigning Lender’s Commitment, if applicable with respect to any Lender, (iii) the parties to each such assignment Company shall execute and deliver to the AgentAdministrative Lender, for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $5,000 or such lesser amount as shall be approved by the Agent (iv) the parties to each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel exchange for the Agent) incurred by the Agent in connection with such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment shall be Note issued to an Affiliate of such Lender, new Notes to the Borrower order of such Lender and its assignee in amounts equal to their respective Specified Percentages of the Commitment. Such new Notes shall have consented to such be dated the effective date of the assignment. Upon such execution, delivery It is specifically acknowledged and acceptance by the Agent and the recording by the Agent, from agreed that on and after the effective date specified in of each Assignment and Acceptanceassignment, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights Rights and obligations of a Lender hereunder and (ii) under the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)Loan Papers.
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Samples: Credit Agreement (Petsmart Inc)
