Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided, that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the 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) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned; (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of this Section, from and after the Assignment Date specified in each Assignment and Assumption (an “Assignment Date”), the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.09, 3.11, 3.12 and 9.04 with respect to facts and circumstances occurring prior to such Assignment Date. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (d) of this Section.
Appears in 8 contracts
Sources: Second Amendment (KKR & Co. Inc.), 364 Day Revolving Credit Agreement (KKR & Co. Inc.), 364 Day Revolving Credit Agreement (KKR & Co. Inc.)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in LC Obligations) at the time owing to it); providedprovided that, that
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, determined as of the 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) , shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an so long as no Event of Default has occurred and is continuing, KCMH the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed);
(iii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;
(ii) any assignment of a Commitment must be approved by the Administrative Agent and the LC Issuer unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.093.01, 3.113.04, 3.12 3.05, and 9.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause subsection (d) of this Section.
Appears in 5 contracts
Sources: Credit Agreement (Energy Transfer Equity, L.P.), Credit Agreement (Energy Transfer Partners, L.P.), Credit Agreement (Energy Transfer Partners, L.P.)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided, provided that
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the 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) shall not be less than $5,000,000 (which minimum may be acquired by the assignee from two or an integral multiple of $1,000,000 in excess thereofmore assigning Lenders), unless each of the Administrative Agent and, unless an Event of so long as no Default has occurred and is continuing, KCMH Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed);
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans Loan or the Commitment assigned;
(iii) any assignment of a Commitment must be approved by LC Issuer (such consent not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with the Note subject to such assignment and a processing and recordation fee of $3,500 3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made Details Form in form satisfactory to a natural personAdministrative Agent. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits benefits, and subject to the requirements of, of Sections 3.093.2, 3.113.4, 3.12 3.5 and 9.04 10.4 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause subsection (d) of this Section.
Appears in 4 contracts
Sources: Credit Agreement (Mid-Con Energy Partners, LP), Credit Agreement (Mid-Con Energy Partners, LP), Credit Agreement (Mid-Con Energy Partners, LP)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided, provided that
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s 's Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans Loan of the assigning Lender subject to each such assignment (determined as of the 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) shall not be less than $5,000,000 or an integral multiple (and the remaining aggregate amount of the Commitment of such assigning Lender shall not be less than $1,000,000 in excess thereof5,000,000 after giving effect to such assignment), unless each of the Administrative Agent and, unless an so long as no Default or Event of Default has occurred and is continuing, KCMH the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed);
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Loans Loan or the Commitment assigned;
(iii) any assignment of a Commitment must be approved by the Administrative Agent unless the Person that is the proposed assignee is itself an Eligible Assignee, which approval shall not be unreasonably withheld; and
(iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause paragraph (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.09, 3.11, 3.12 9.3 and 9.04 9.4 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 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 clause paragraph (d) of this Section.
Appears in 4 contracts
Sources: Credit Agreement (Northern Illinois Gas Co /Il/ /New/), Credit Agreement (Nicor Inc), Credit Agreement (Northern Illinois Gas Co /Il/ /New/)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided, provided that
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s 's Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans Loan of the assigning Lender subject to each such assignment (determined as of the 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) shall not be less than $5,000,000 or an integral multiple (and the remaining aggregate amount of the Commitment of such assigning Lender shall not be less than $1,000,000 in excess thereof5,000,000 after giving effect to such assignment), unless each of the Administrative Agent and, unless an so long as no Event of Default has occurred and is continuing, KCMH the Borrowers otherwise consents consent (each such consent not to be unreasonably withheld or delayed);
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Loans Loan or the Commitment assigned;
(iii) any assignment of a Commitment must be approved by the Administrative Agent unless the Person that is the proposed assignee is itself an Eligible Assignee, which approval shall not be unreasonably withheld; and
(iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause paragraph (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.09, 3.11, 3.12 9.3 and 9.04 9.4 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 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 clause paragraph (d) of this Section.
Appears in 4 contracts
Sources: Credit Agreement (Northern Illinois Gas Co /Il/ /New/), Credit Agreement (Northern Illinois Gas Co /Il/ /New/), Credit Agreement (Nicor Inc)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees assignees all or a portion of its rights rights, benefits and obligations under this Agreement and the other Financing Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided, however, that:
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption Acceptance Agreement 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 DateAgent) shall not be less than $5,000,000 or an integral multiple U.S.$1,000,000 and increments of $1,000,000 U.S.$100,000 in excess thereof, unless each thereof (or the aggregate principal amount of the Administrative Agent and, unless an Event Loans of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayedthe assigning Lender);
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assignedAgreement;
(iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance Agreement, together with a processing and recordation fee of $3,500 and U.S.$3,500;
(iv) the Eligible Assigneeassignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(ivv) no assignment shall any corresponding Promissory Note must also be made to a natural personassigned together with the Lender’s rights and obligations. Subject to notice to KCMH and Upon acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of this SectionSection 9.4(d), from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Acceptance Agreement, the Eligible Assignee assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by such Assignment and AssumptionAcceptance Agreement, have the rights and obligations of a Lender under this AgreementAgreement and the other Financing Documents, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AssumptionAcceptance Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 3.092.13, 3.11, 3.12 2.14 and 9.04 with respect to facts and circumstances occurring prior to such Assignment Date2.15). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 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 clause Section 9.4(e). If requested by an assignee Lender, within ten Business Days after its receipt of notice from the Administrative Agent stating that the Administrative Agent has received and accepted the documents referred to in Section 9.4(d) and receipt of each applicable original predecessor Promissory Note (das described below), the Borrower shall execute and deliver to the Administrative Agent (for delivery to the relevant assignee Lender) a new Promissory Note evidencing such assignee Lender’s assigned Loans and, if the assignor Lender has retained Loans hereunder (and if requested by such Lender), a replacement Promissory Note in the principal amount of this Sectionthe Loans retained by the assignor Lender hereunder (such Promissory Note to be in exchange for, but not in payment of, the Promissory Note then held by such assignor Lender). The assignor Lender shall ▇▇▇▇ each predecessor Promissory Note “exchanged” and deliver each of them to the Borrower. Accrued interest on that part of each predecessor Promissory Note evidenced by a new Promissory Note issued to such assignee Lender, and accrued fees, shall be paid as provided in the Assignment and Acceptance Agreement. Accrued interest on that part of each predecessor Promissory Note evidenced by a replacement Promissory Note issued to the assignor Lender shall be paid to the assignor Lender.
Appears in 3 contracts
Sources: Pre Export Credit Agreement (Canuelas Mill S.A.C.I.F.I.A.), Pre Export Credit Agreement (Canuelas Mill S.A.C.I.F.I.A.), Pre Export Credit Agreement (Canuelas Mill S.A.C.I.F.I.A.)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans its Loan at the time owing to it); provided, that
(i) except in provided that the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans any such assignment shall be at the time owing to it least $1,000,000 (or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunderx) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each Lender, if less or (y) such assignment (determined lesser amount as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” may agree to in its discretion); provided further that simultaneous assignments by or to two or more Approved Funds shall be combined for purposes of determining whether the minimum assignment requirement is specified in met. Assignments shall be subject to the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed);following additional conditions:
(iii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;; and
(iiiii) the parties to each assignment shall (A) execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent or (B) if previously agreed with the Administrative Agent, manually execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 3,500, which the Administrative Agent may waive or reduce in its sole discretion, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made to a natural personQuestionnaire and any tax forms required under Section 3.01(e). Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.093.01, 3.113.04, 3.12 3.05, and 9.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause subsection (d) of this Section.
Appears in 3 contracts
Sources: Senior Secured Term Loan Agreement, Senior Secured Term Loan Agreement (Energy Transfer Equity, L.P.), Senior Secured Term Loan Agreement (Energy Transfer Equity, L.P.)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided, provided that
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the 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) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof5,000,000, unless each of the Administrative Agent and, unless an so long as no Event of Default has occurred and is continuing, KCMH the Company otherwise consents consent (each such consent not to be unreasonably withheld or delayed);
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;
(iii) any assignment must be approved (such approval not to be unreasonably withheld) by the Administrative Agent, the Swingline Lender and each Issuing Lender unless the Person that is the proposed assignee is itself a Lender with a Commitment or an Affiliate thereof (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 for each assignment, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made to a natural person. Subject to notice to KCMH and the acceptance and recording thereof by the Administrative Agent pursuant to clause paragraph (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.094.10, 3.114.11, 3.12 4.12, 4.13 and 9.04 13.3 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 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 clause paragraph (d) of this Section.
Appears in 3 contracts
Sources: Five Year Revolving Credit Agreement (BlackRock Inc.), Revolving Credit Agreement (BlackRock Inc.), Revolving Credit Agreement (BlackRock Inc.)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a any portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and Commitments, the Loans at the time Advances owing to it); provided, provided that:
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans Advances of the Class being assigned at the time owing to it it, or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, (A) the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject Commitments and Advances being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance 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 Dateassignment) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each without the prior written consent of the Administrative Agent andbe less than [__________]* (or if less, unless an Event the entire remaining Commitments of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayedthe assigning Lender);
(ii) each partial assignment shall be made as any Lender making such an assignment may assign any percentage of a proportionate part Class of all the assigning Lender’s rights Advances and obligations under this Agreement with its Commitments related thereto without respect to the Loans or the Commitment percentage assigned, if any, of any other Class of Advances and related Commitments;
(iii) the parties to each such assignment shall execute and deliver to the Administrative Agent Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative QuestionnaireAcceptance; and
(iv) no assignment each Eligible Assignee (other than an Eligible Assignee that is a Lender or an Affiliate of a Lender) shall be made pay to the Administrative Agent a natural person[__________]* processing and recording fee. Subject to notice to KCMH and Upon such execution, delivery, acceptance and recording thereof by the Administrative Agent pursuant to clause paragraph (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption Acceptance, (an “Assignment Date”), A) the Eligible Assignee thereunder shall be a party to this Agreement hereto for all purposes and, to the extent of the interest that rights and obligations hereunder have been assigned by to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender under this Agreement, hereunder and the (B) such assigning Lender thereunder shall, to the extent of the interest that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AssumptionAcceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all or the remaining portion of the assigning such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.092.8, 3.112.10, 3.12 9.4 and 9.04 9.5 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause subsection (d) of this Section. *Information marked with an asterisk herein has been omitted and filed separately with the Commission pursuant to a request for confidential treatment.
Appears in 3 contracts
Sources: Credit Agreement (Cig Wireless Corp.), Credit Agreement (Cig Wireless Corp.), Credit Agreement (Cig Wireless Corp.)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided, that
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the 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) shall not be less than $5,000,000 10,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH the Borrower otherwise consents consent (each such consent not to be unreasonably withheld or delayed);
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement under both Tranches with respect to the Loans or the Commitment assigned;; and
(iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made to a natural person. Subject to notice to KCMH the Borrower and acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of this Section, from and after the Assignment Date specified in each Assignment and Assumption (an “Assignment Date”), the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.09, 3.11, 3.12 and 9.04 with respect to facts and circumstances occurring prior to such Assignment Date. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (d) of this Section.
Appears in 3 contracts
Sources: Revolving Credit Agreement (KKR & Co. L.P.), Revolving Credit Agreement (KKR & Co. L.P.), Revolving Credit Agreement (KKR & Co. L.P.)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a any portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment and Commitments, the Loans Advances owing to it, participations in Letter of Credit Obligations) at the time owing to it); provided, however, that
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s 's Commitment and the Loans Advances being assigned at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance Commitments and Advances of the Loans of the assigning such Lender subject being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance 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 Dateassignment) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed)5,000,000.00;
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Loans Advances or the Commitment assigned;
(iii) the parties to each such assignment shall execute and deliver to the Administrative Agent Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with Acceptance; and
(iv) each Eligible Assignee (other than an Eligible Assignee that is a Lender or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 processing and recordation recording fee of $3,500 and the Eligible Assigneeshall, if it shall is not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made to a natural person. Subject to notice to KCMH and Upon such execution, delivery, acceptance and recording thereof by the Administrative Agent pursuant to clause paragraph (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption Acceptance, (an “Assignment Date”), A) the Eligible Assignee thereunder shall be a party to this Agreement hereto for all purposes and, to the extent of the interest that rights and obligations hereunder have been assigned by to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender under this Agreement, hereunder and the (B) such assigning Lender thereunder shall, to the extent of the interest that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AssumptionAcceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all or the remaining portion of the assigning such Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.092.13, 3.112.14, 3.12 9.04 and 9.04 9.05 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 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 clause paragraph (d) of this Section.
Appears in 3 contracts
Sources: Credit Agreement (Abraxas Energy Partners LP), Credit Agreement (Abraxas Energy Partners LP), Credit Agreement (Abraxas Petroleum Corp)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided, provided that
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the or Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the or Loans of the assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if the “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) , shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an so long as no Event of Default has occurred and is continuing, KCMH the Borrower otherwise consents consent (each such consent not to be unreasonably withheld or delayed);
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;; and
(iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.093.1, 3.113.9, 3.12 3.10, 3.11 and 9.04 10.5 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. In the case of any assignment of a Loan evidenced by a Lender Note, the Borrower (at its expense) shall execute and deliver a Lender Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause subsection (d) of this Section.
Appears in 2 contracts
Sources: Credit Agreement (Chesapeake Energy Corp), Credit Agreement (Chesapeake Energy Corp)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided, provided that
(i) except in the case of any assignment made in connection with the primary syndication of the Commitment and Loans by the Arrangers up to three (3) months after the Closing Date or an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the 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) shall not be less than $5,000,000 or an integral multiple of $1,000,000 1 million (provided that in excess thereofthe case of a simultaneous assignment by any assigning Lender of U.S. Term Loans and Canadian Term Loans held by such Lender, the principal outstanding balance of such Loans subject to such assignment shall be aggregated for purposes of determining such minimum assignment amount), unless each of the Administrative Agent and, unless an so long as no Event of Default has occurred and is continuing, KCMH Administrative Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed);
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;
(iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of this Section, from and after the Assignment Date specified in each Assignment and Assumption (an “Assignment Date”), the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.09, 3.11, 3.12 and 9.04 with respect to facts and circumstances occurring prior to such Assignment Date. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (d) of this Section.
Appears in 2 contracts
Sources: Credit Agreement (Novelis Inc.), Credit Agreement (Novelis South America Holdings LLC)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it)Loans; provided, that
provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, determined as of the 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) , shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an so long as no Event of Default has occurred and is continuing, KCMH the Company otherwise consents (each such consent not to be unreasonably withheld or delayed);
; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;
, except that this clause (ii) shall not apply to rights in respect of Swing Line Loans or the Term Loan; (iii) any assignment of a Commitment must be approved by the Administrative Agent unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 3.093.01, 3.113.04, 3.12 3.05 and 9.04 11.04 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause subsection (d) of this Section.
Appears in 2 contracts
Sources: 364 Day Credit Agreement (Albemarle Corp), 364 Day Credit Agreement (Albemarle Corp)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided, provided that
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans Loan of the assigning Lender subject to each such assignment (determined as of the 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) shall not be less than $5,000,000 or an integral multiple (and the remaining aggregate amount of the Commitment of such assigning Lender shall not be less than $1,000,000 in excess thereof5,000,000 after giving effect to such assignment), unless each of the Administrative Agent and, unless an so long as no Default or Event of Default has occurred and is continuing, KCMH the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed);
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans Loan or the Commitment assigned;; and
(iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made . Notwithstanding anything to the contrary in this Section 11.8(b), a natural personLender may not assign its Commitment and/or the Loans owing to it to any Competitor except during the occurrence and continuation of an Event of Default. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause paragraph (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s 1663651.11-New York Server 7A - MSW rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.09, 3.11, 3.12 9.3 and 9.04 9.4 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 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 clause paragraph (d) of this Section.
Appears in 2 contracts
Sources: Credit Agreement (Nicor Inc), Credit Agreement (Northern Illinois Gas Co /Il/ /New/)
Assignments by Lenders. (1) Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans Advances at the time owing to it); provided, provided that:
(ia) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans Advances at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment being assigned (which for this purpose includes Loans Advances outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans Advances of the assigning Lender subject to each such assignment (determined as of the 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) shall not be less than US $5,000,000 or an integral multiple of $1,000,000 in excess thereof10,000,000, unless each of the Administrative Agent and, unless an Event of so long as no Default has occurred and is continuing, KCMH the Borrower otherwise consents consent to a lower amount (each such consent not to be unreasonably withheld or delayed);
(iib) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assignedAgreement;
(iiic) any assignment must be approved by each Issuing Bank (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender;
(d) any assignment must be approved by the Agent (such approval not to be unreasonably withheld or delayed) unless:
(i) the proposed assignee is itself already a Lender, or
(ii) the proposed assignee is a bank whose senior, unsecured, non-credit enhanced, long term debt is rated at least A3, A- or A low by at least two of ▇▇▇▇▇’▇ Investor Services Inc., Standard & Poor’s, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. and Dominion Bond Rating Service Limited, respectively;
(e) any assignment must be approved by the Borrower (such approval not to be unreasonably withheld or delayed) unless the proposed assignee is itself already a Lender or an Affiliate of a Lender or a Default has occurred and is continuing; and
(f) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 5,000 and the Eligible Assignee, if it shall is not be a Lender, shall deliver to any administrative questionnaire required by the Administrative Agent an Administrative Questionnaire; andAgent.
(iv2) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of this SectionSection 10.3, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this AgreementAgreement and the other Loan Documents, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.0911.7, 3.1111.8 and 11.9, 3.12 and 9.04 shall continue to be liable for any breach of this Agreement by such Lender, with respect to facts and circumstances occurring prior to before the effective date of such Assignment Dateassignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 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 clause (d) of this SectionSection 10.4. Any payment by an assignee to an assigning Lender in connection with an assignment or transfer shall not be or be deemed to be a repayment by the Borrower or a new Advance to the Borrower.
Appears in 2 contracts
Sources: Credit Agreement (Iamgold Corp), Credit Agreement (Iamgold Corp)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a any portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment and Commitments, the Loans at the time owing to it); provided, however, that:
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Commitments and Loans of the assigning such Lender subject being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance 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 Dateassignment) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed)5,000,000;
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;
(iii) the parties to each such assignment shall execute and deliver to the Administrative Agent Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with Acceptance; and
(iii) each Eligible Assignee (other than an Eligible Assignee that is a Lender or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 processing and recordation fee of $3,500 and the Eligible Assigneerecording fee. The assignee, if it shall is not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made , any tax forms required under Section 2.11, and all documentation and other information requested by the Administrative Agent in order to a natural personcomply with requirements of the Act, applicable “know your customer” and anti-money laundering rules and regulations. Subject to notice to KCMH and Upon such execution, delivery, acceptance and recording thereof by the Administrative Agent pursuant to clause paragraph (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption Acceptance, (an “Assignment Date”), A) the Eligible Assignee thereunder shall be a party to this Agreement hereto for all purposes and, to the extent of the interest that rights and obligations hereunder have been assigned by to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender under this Agreement, hereunder and the (B) such assigning Lender thereunder shall, to the extent of the interest that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AssumptionAcceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all or the remaining portion of the assigning such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.092.09, 3.112.11, 3.12 10.04 and 9.04 10.05 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause paragraph (d) of this Section. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or sub-participations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the Pro Rata Share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent and each other Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full Pro Rata Share of all Loans. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.
Appears in 2 contracts
Sources: Second Lien Credit Agreement (Quintana Energy Services Inc.), Second Lien Credit Agreement (Quintana Energy Services Inc.)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided, that
provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, determined as of the 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) , shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an so long as no Event of Default has occurred and is continuing, KCMH the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed);
; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s Loans and Commitments, and rights and obligations under this Agreement with respect to the Loans or the Commitment thereto, assigned;
; (iii) any assignment of a Commitment must be approved by the Administrative Agent unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 3.093.01, 3.113.04, 3.12 3.05 and 9.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause subsection (d) of this Section. The Borrower reserves the right to propose potential Eligible Assignees and the Lenders agree to consider, in their sole discretion, the Borrower’s proposed Eligible Assignees.
Appears in 2 contracts
Sources: Credit Agreement (Tennessee Valley Authority), Credit Agreement (Tennessee Valley Authority)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitments and the Loans at the time owing to it); provided, provided that:
(i) with respect to any assignment of any Commitment and/or Loans, except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, determined as of the 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) , shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, EUR5,000,000 unless each of the Administrative Agent and, unless an so long as no Event of Default has occurred and is continuing, KCMH the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed);
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;; and
(iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 EUR3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.093.01, 3.113.04, 3.12 3.05, and 9.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Upon request, the Borrower (at its expense) shall execute and deliver the applicable Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause subsection (d) of this Section.
Appears in 2 contracts
Sources: Credit Agreement (Georgia Pacific Corp), Credit Agreement (Georgia Pacific Corp)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it)Agreement; provided, provided that
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Term Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Term Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date of the Assignment and Assumption Agreement with respect to such assignment is delivered to recorded by the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade DateAgent) shall not be less than $5,000,000 1,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH shall otherwise consents consent (each such consent not to be unreasonably withheld or delayeddelayed and such approval to be deemed to have been given if a response is not received within five (5) Business Days from the date on which request for approval was received by the applicable Person);
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Term Loans or the Commitment assigned;; and
(iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment Agreement to be either (a) electronically executed and Assumptiondelivered via an electronic settlement system then acceptable to the Administrative Agent (which shall initially be the settlement system of ClearPar) or (b) manually executed and delivered, together with, except in the case of an assignment to an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 in the case of assignments not made using an electronic settlement system, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; Questionnaire and
(iv) no assignment shall be made to a natural person, if required, applicable tax forms. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of this Sectionsubsection 9.1C, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Agreement, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AssumptionAgreement, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AssumptionAgreement, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.09, 3.11, 3.12 subsections 2.7 and 9.04 9.2 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 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 clause (d) of this Section.subsection 9.1D.
Appears in 2 contracts
Sources: Credit Agreement (Real Mex Restaurants, Inc.), Credit Agreement (Real Mex Restaurants, Inc.)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a any portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it)Agreement; provided, however, that
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s 's Commitment and the Loans Advances being assigned at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance Advances of the Loans of the assigning such Lender subject being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance 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 Dateassignment) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed)5,000,000.00;
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Loans or the Commitment Advances assigned;
(iii) the parties to each such assignment shall execute and deliver to the Administrative Agent Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with Acceptance; and
(iv) each Eligible Assignee (other than an Eligible Assignee that is a Lender or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 processing and recordation recording fee of $3,500 and the Eligible Assigneeshall, if it shall is not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made to a natural person. Subject to notice to KCMH and Upon such execution, delivery, acceptance and recording thereof by the Administrative Agent pursuant to clause paragraph (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption Acceptance, (an “Assignment Date”), A) the Eligible Assignee thereunder shall be a party to this Agreement hereto for all purposes and, to the extent of the interest that rights and obligations hereunder have been assigned by to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender under this Agreement, hereunder and the (B) such assigning Lender thereunder shall, to the extent of the interest that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AssumptionAcceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all or the remaining portion of the assigning such Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.092.13, 3.112.14, 3.12 9.04 and 9.04 9.05 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 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 clause paragraph (d) of this Section.
Appears in 2 contracts
Sources: Subordinated Credit Agreement (Abraxas Energy Partners LP), Subordinated Credit Agreement (Abraxas Petroleum Corp)
Assignments by Lenders. (i) Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitments and the Loans at the time owing to it)) with the prior written consent of the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Loan to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender; and provided, further, that
(ia) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or Commitments or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a any Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender or Commitments subject to each such assignment (determined as of the date of the Assignment and Assumption Agreement 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 DateAgent) shall not be less than $5,000,000 1,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent otherwise consents; provided that contemporaneous assignments to or by two or more Approved Funds shall be aggregated for purposes of meeting the minimum assignment amount requirements stated above; and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed);
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;
(iiib) 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 Assumption, together with 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), and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; andQuestionnaire and if required, applicable tax forms.
(ivii) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of this Sectionsubsection 9.1C, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Agreement, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AssumptionAgreement, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AssumptionAgreement, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.09, 3.11, 3.12 subsections 2.9 and 9.04 9.2 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. An Eligible Assignee shall not be entitled to receive any greater payment under subsection 2.9 than the assigning Lender would have been entitled to receive with respect to the Loan or portion of the Loan assigned to such Eligible Assignee, unless the grant to such Eligible Assignee is made with the Borrower’s prior written consent. Any assignment or transfer sale by a Lender of rights or obligations under this Agreement that does not comply with this subsection 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 clause subsection 9.1D.
(diii) Upon its receipt of, and consent to, a duly completed Assignment Agreement executed by an assigning Lender and an assignee, an Administrative Questionnaire completed in respect of the assignee (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in subsection 9.1B(i)(b) above, if applicable, and the written consent of the Administrative Agent and any applicable tax forms, the Administrative Agent shall promptly (i) accept such Assignment Agreement and (ii) record the information contained therein in the Register. No assignment shall be effective unless it has been recorded in the Register as provided in this Sectionparagraph.
Appears in 2 contracts
Sources: Credit Agreement (FX Real Estate & Entertainment Inc.), Credit Agreement (FX Real Estate & Entertainment Inc.)
Assignments by Lenders. (1) Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans Advances at the time owing to it); provided, provided that:
(ia) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans Advances at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment being assigned (which for this purpose includes Loans Advances outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans Advances of the assigning Lender subject to each such assignment (determined as of the 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) shall not be less than US $5,000,000 or an integral multiple of $1,000,000 in excess thereof10,000,000, unless each of the Administrative Agent and, unless an Event of so long as no Default has occurred and is continuing, KCMH the Borrower otherwise consents consent to a lower amount (each such consent not to be unreasonably withheld or delayed);
(iib) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assignedAgreement;
(iiic) any assignment must be approved by each Issuing Bank (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender;
(d) any assignment must be approved by the Agent (such approval not to be unreasonably withheld or delayed) unless:
(i) the proposed assignee is itself already a Lender, or
(ii) the proposed assignee is a bank whose senior, unsecured, non-credit enhanced, long term debt is rated at least A3, A- or A low by at least two of ▇▇▇▇▇’▇ Investor Services Inc., Standard & Poor’s, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. and Dominion Bond Rating Service Limited, respectively;
(e) any assignment must be approved by the Borrower (such approval not to be unreasonably withheld or delayed) unless the proposed assignee is itself already a Lender or an Affiliate of a Lender or a Default has occurred and is continuing; and
(f) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 5,000 and the Eligible Assignee, if it shall is not be a Lender, shall deliver to any administrative questionnaire required by the Administrative Agent an Administrative Questionnaire; andAgent.
(iv2) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of this SectionSection 10.3, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this AgreementAgreement and the other Loan Documents, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.0911.7, 3.1111.9 and 11.10, 3.12 and 9.04 shall continue to be liable for any breach of this Agreement by such Lender, with respect to facts and circumstances occurring prior to before the effective date of such Assignment Dateassignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 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 clause (d) of this SectionSection 10.4. Any payment by an assignee to an assigning Lender in connection with an assignment or transfer shall not be or be deemed to be a repayment by the Borrower or a new Advance to the Borrower.
Appears in 2 contracts
Sources: Credit Agreement (Iamgold Corp), Credit Agreement (Iamgold Corp)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations) at the time owing to it); provided, provided that
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or contemporaneous assignments to related Approved Funds (determined after giving effect to such assignments) that equal at least the amount specified below in the aggregate or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, determined as of the 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) , shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an so long as no Event of Default has occurred and is continuing, KCMH the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed, and the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received written notice thereof);
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Credit Agreement with respect to the Loans or the Commitment assigned;
(iii) no consent shall be required for any assignment to an Eligible Assignee except to the parties extent required by paragraph (b)(i) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to each be unreasonably withheld) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided, that the Borrower shall execute and deliver be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(B) the consent of the Administrative Agent an Assignment and Assumption, together with (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall Person that is not be a Lender, shall deliver an Affiliate of such Lender or an Approved Fund with respect to the Administrative Agent an Administrative Questionnairesuch Lender; and
(ivC) no assignment the consents of the L/C Issuers and the Swing Line Lender (such consents not to be unreasonably withheld or delayed) shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of this Section, from and after the Assignment Date specified in each Assignment and Assumption (an “Assignment Date”), the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.09, 3.11, 3.12 and 9.04 with respect to facts and circumstances occurring prior to such Assignment Date. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated required for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (d) of this Sectionany assignment.
Appears in 2 contracts
Sources: Credit Agreement (Public Service Co of New Mexico), Credit Agreement (Public Service Co of New Mexico)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a any portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment Commitments, the Advances owing to it, and the Loans participations in Letter of Credit Obligations at the time owing to it); provided, however, that:
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans Advances at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance Commitments and Advances of the Loans of the assigning such Lender subject being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance 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 Dateassignment) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed)5,000,000;
(ii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance;
(iii) each Eligible Assignee (other than an Eligible Assignee that is a Lender or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 processing and recording fee; and
(iv) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to its Commitment and all its Advances. For the Loans avoidance of doubt, no Lender may make an assignment of all or the Commitment assigned;
(iii) the parties a portion of its rights and obligations with respect to each assignment shall execute Tranche A Revolving Advances, its Commitments and deliver to the Administrative Agent an Assignment and AssumptionTranche B Advances on a non-pro rata basis. Upon such execution, together with a processing and recordation fee of $3,500 and the Eligible Assigneedelivery, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause paragraph (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption Acceptance, (an “Assignment Date”), A) the Eligible Assignee thereunder shall be a party to this Agreement hereto for all purposes and, to the extent of the interest that rights and obligations hereunder have been assigned by to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender under this Agreement, hereunder and the (B) such assigning Lender thereunder shall, to the extent of the interest that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AssumptionAcceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all or the remaining portion of the assigning such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.092.09, 3.112.11, 3.12 10.04 and 9.04 10.05 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment); provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause paragraph (d) of this Section. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the Pro Rata Share of Advances previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the Issuing Bank and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full Pro Rata Share of all Advances and participations in Letters of Credit. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.
Appears in 2 contracts
Sources: Credit Agreement (Quintana Energy Services Inc.), Credit Agreement (Quintana Energy Services Inc.)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations) at the time owing to it); provided, provided that
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or contemporaneous assignments to related Approved Funds (determined after giving effect to such assignments) that equal at least the amount specified below in the aggregate or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, determined as of the 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) , shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an so long as no Event of Default has occurred and is continuing, KCMH the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed);
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Credit Agreement with respect to the Loans or the Commitment assigned;
(iii) no consent shall be required for any assignment to an Eligible Assignee except to the parties extent required by paragraph (b)(i) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to each be unreasonably withheld) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment shall execute and deliver or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund;
(B) the consent of the Administrative Agent an Assignment and Assumption, together with (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall Person that is not be a Lender, shall deliver an Affiliate of such Lender or an Approved Fund with respect to the Administrative Agent an Administrative Questionnairesuch Lender; and
(ivC) no assignment the consents of the L/C Issuers and the Swing Line Lender (such consents not to be unreasonably withheld or delayed) shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of this Section, from and after the Assignment Date specified in each Assignment and Assumption (an “Assignment Date”), the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.09, 3.11, 3.12 and 9.04 with respect to facts and circumstances occurring prior to such Assignment Date. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated required for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (d) of this Sectionany assignment.
Appears in 2 contracts
Sources: Credit Agreement (Texas New Mexico Power Co), Credit Agreement (Texas New Mexico Power Co)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided, provided that
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans Loan of the assigning Lender subject to each such assignment (determined as of the 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) shall not be less than $5,000,000 or an integral multiple (and the remaining aggregate amount of the Commitment of such assigning Lender shall not be less than $1,000,000 in excess thereof5,000,000 after giving effect to such assignment), unless each of the Administrative Agent and, unless an so long as no Default or Event of Default has occurred and is continuing, KCMH the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed);
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans Loan or the Commitment assigned;; and
(iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made . Notwithstanding anything to the contrary in this Section 11.8(b), a natural personLender may not assign its Commitment and/or the Loans owing to it to any Competitor except during the occurrence and continuation of an Event of Default. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause paragraph (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.09, 3.11, 3.12 9.3 and 9.04 9.4 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 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 clause paragraph (d) of this Section.
Appears in 2 contracts
Sources: 364 Day Credit Agreement (Northern Illinois Gas Co /Il/ /New/), 364 Day Credit Agreement (Nicor Inc)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a any portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment Commitments, the Advances owing to it, and the Loans participations in Letter of Credit Obligations at the time owing to it); provided, however, that:
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans Advances at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance Commitments and Advances of the Loans of the assigning such Lender subject being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance 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 Dateassignment) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed)5,000,000;
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;
(iii) the parties to each such assignment shall execute and deliver to the Administrative Agent Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with Acceptance; and
(iii) each Eligible Assignee (other than an Eligible Assignee that is a processing and recordation fee Lender or an Affiliate of $3,500 and the Eligible Assignee, if it shall not be a Lender, ) shall deliver pay to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made to a natural person$3,500 processing and recording fee. Subject to notice to KCMH and Upon such execution, delivery, acceptance and recording thereof by the Administrative Agent pursuant to clause paragraph (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption Acceptance, (an “Assignment Date”), A) the Eligible Assignee thereunder shall be a party to this Agreement hereto for all purposes and, to the extent of the interest that rights and obligations hereunder have been assigned by to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender under this Agreement, hereunder and the (B) such assigning Lender thereunder shall, to the extent of the interest that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AssumptionAcceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all or the remaining portion of the assigning such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.092.09, 3.112.11, 3.12 10.04 and 9.04 10.05 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment); provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause paragraph (d) of this Section. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the Pro Rata Share of Advances previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the Issuing Bank and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full Pro Rata Share of all Advances and participations in Letters of Credit. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.
Appears in 2 contracts
Sources: Credit Agreement (Quintana Energy Services Inc.), Credit Agreement (Quintana Energy Services Inc.)
Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitments and the Loans at the time owing to it)) with the prior written consent (each such consent not to be unreasonably withheld or delayed) of:
(A) the Company; provided that no consent of the Company shall be required for an assignment (I) to a Lender, an Affiliate of a Lender or an Approved Fund, (II) to any Specified Permitted Lender or (III) if an Event of Default has occurred and is continuing, any other assignee; and provided, thatfurther, that the Company shall be deemed to have consented to any such assignment requiring its consent under this clause (A) unless it shall object thereto by written notice to the Administrative Agent within 15 Business Days after having received written notice thereof; and
(iB) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment to a Lender, an Affiliate of a Lender or an Approved Fund.
(ii) Assignments shall be subject to the following conditions:
(A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lenderapplicable Commitment, the aggregate amount of the such Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the 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 DateAgent) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless Company (except if an Event of Default has occurred and is continuing, KCMH ) and the Administrative Agent otherwise consents consent (each such which consent shall not to be unreasonably withheld withheld, conditioned or delayed);
(iiB) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assignedAgreement;
(iiiC) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and 3,500;
(D) the Eligible Assigneeassignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative QuestionnaireQuestionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company and its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable Laws, including Federal and state securities Laws; and
(ivE) no such assignment shall be made to (I) the Company or any of the Company’s Affiliates or Subsidiaries, (II) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this subclause (II), or (III) a natural person or a corporation, limited liability company, trust or other entity owned, operated or established for the primary benefit of a natural person and/or family members or relatives of such person. .
(iii) Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause paragraph (cb)(iv) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 3.092.12, 3.112.13, 3.12 2.14 and 9.04 with respect to facts and circumstances occurring prior to such Assignment Date9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 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 clause paragraph (dc) of this Section.
Appears in 2 contracts
Sources: Term Loan Agreement (SAFG Retirement Services, Inc.), Term Loan Agreement (SAFG Retirement Services, Inc.)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitments or Loans (including for purposes of this Section 11.06(b), participations in L/C Obligations and the Loans Swingline Loans) at the time owing to it); provided, provided that:
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lenderit, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and AssumptionAcceptance, as of the such “Trade Date) ”, shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed)5,000,000;
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;; and
(iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee in the amount of $3,500 3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Acceptance, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.093.01, 3.113.04, 3.12 3.05 and 9.04 11.04 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Upon request, the Borrowers (at their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause Section 11.06(d). Each Lender, upon succeeding to an interest in the Commitments and Loans, represents and warrants as of the effective date of such Assignment and Acceptance that (di) it is an Eligible Assignee; (ii) it has experience and expertise in the making of or investing in commitments or loans such as the applicable Commitments or Loans, as the case may be and (iii) it will make or invest in, as the case may be, its Commitments or Loans for its own account in the ordinary course and without a view to distribution of such Commitments or Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of this SectionSection 11.06, the disposition of such Commitments or Loans or any interests therein shall at all times remain within its exclusive control).
Appears in 2 contracts
Sources: Asset Based Revolving Credit Agreement (Contura Energy, Inc.), Asset Based Revolving Credit Agreement (Contura Energy, Inc.)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a any portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment and Commitments, the Loans at the time Advances owing to itto); provided, however, that
(i) except (A) in the case of an assignment of the entire remaining amount of the assigning Lender’s 's Commitment and the Loans Advances being assigned at the time owing to it or (B) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a such Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) orCommitments and Advances, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning such Lender subject being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance 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 Dateassignment) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed)20,000,000;
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;
(iii) the parties to each such assignment shall execute and deliver to the Administrative Agent Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with Acceptance; and
(iii) each Eligible Assignee (other than an Eligible Assignee that is a processing and recordation fee Lender or an Affiliate of $3,500 and the Eligible Assignee, if it shall not be a Lender, ) shall deliver pay to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made to a natural person$5,000 processing and recording fee. Subject to notice to KCMH and Upon such execution, delivery, acceptance and recording thereof by the Administrative Agent pursuant to clause paragraph (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption Acceptance, (an “Assignment Date”), A) the Eligible Assignee thereunder shall be a party to this Agreement hereto for all purposes and, to the extent of the interest that rights and obligations hereunder have been assigned by to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender under this Agreement, hereunder and the (B) such assigning Lender thereunder shall, to the extent of the interest that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AssumptionAcceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all or the remaining portion of the assigning such Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.092.07, 3.112.09, 3.12 9.04 and 9.04 9.05 with respect to facts and circumstances occurring prior to the effective date of such Assignment Date. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (d) of this Sectionassignment).
Appears in 1 contract
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a any portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment and Commitments or the Loans at the time owing to itAdvances); provided, however, that
(i) except (A) in the case of an assignment of the entire remaining amount of the assigning Lender’s 's Commitment and the Loans Advances being assigned at the time owing to it or (B) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a such Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) orCommitments and Advances, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning such Lender subject being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance 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 Dateassignment) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed)500,000;
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;
(iii) the parties to each such assignment shall execute and deliver to the Administrative Agent Agent, for its execution, acceptance and recording in the Register, an Assignment and Assumption, together with Acceptance; and
(iii) each Eligible Assignee (other than an Eligible Assignee that is a processing and recordation fee Lender or an Affiliate of $3,500 and the Eligible Assignee, if it shall not be a Lender, ) shall deliver pay to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made to a natural person$3,500 processing and recording fee. Subject to notice to KCMH and Upon such execution, delivery, acceptance and recording thereof by the Administrative Agent pursuant to clause paragraph (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption Acceptance, (an “Assignment Date”), A) the Eligible Assignee thereunder shall be a party to this Agreement hereto for all purposes and, to the extent of the interest that rights and obligations hereunder have been assigned by to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender under this Agreement, hereunder and the (B) such assigning Lender thereunder shall, to the extent of the interest that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AssumptionAcceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all or the remaining portion of the assigning such Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.092.07, 3.112.09, 3.12 9.04 and 9.04 9.05 with respect to facts and circumstances occurring prior to the effective date of such Assignment Date. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (d) of this Sectionassignment).
Appears in 1 contract
Sources: Senior Secured Superpriority Debtor in Possession Credit Agreement (Horsehead Holding Corp)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a any portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment and Commitments, the Loans Advances owing to it, participations in Letter of Credit Obligations) at the time owing to it); provided, however, that
(i) except in the case of (A) an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans Advances being assigned at the time owing to it or in the case of it, (B) an assignment to a Lender or an Affiliate of a Lender or an Approved Fund (as defined in subsection (g) of this Section) with respect to a LenderLender or (C) an assignment at any time that an Event of Default shall have occurred and be continuing, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance Commitments and Advances of the Loans of the assigning such Lender subject assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance 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 Dateassignment) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the borrowers, the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH the Issuing Bank otherwise consents (each such consent not to be unreasonably withheld or delayed)consent;
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;
(iii) the parties to each such assignment shall execute and deliver to the Administrative Agent Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with Acceptance;
(iii) each Eligible Assignee (other than an Eligible Assignee that is a processing and recordation fee Lender or an Affiliate of $3,500 and the Eligible Assignee, if it shall not be a Lender, ) shall deliver pay to the Administrative Agent an a $3,500 processing and recording fee unless waived by the Administrative QuestionnaireAgent; and
(iv) in connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be made effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrowers and the Administrative Agent, the applicable Pro Rata Share of Advances previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Advances and participations in Letters of Credit in accordance with its Pro Rata Share. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under Legal Requirements without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a natural personDefaulting Lender for all purposes of this Agreement until such compliance occurs. Subject to notice to KCMH and Upon such execution, delivery, acceptance and recording thereof by the Administrative Agent pursuant to clause paragraph (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption Acceptance, (an “Assignment Date”), A) the Eligible Assignee thereunder shall be a party to this Agreement hereto for all purposes and, to the extent of the interest that rights and obligations hereunder have been assigned by to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender under this Agreement, hereunder and the (B) such assigning Lender thereunder shall, to the extent of the interest that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AssumptionAcceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all or the remaining portion of the assigning such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.092.08, 3.112.10, 3.12 10.04 and 9.04 10.05 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause subsection (d) of this Section.
Appears in 1 contract
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitments and the Loans at the time owing to it); provided, provided that:
(i) except in the case of an assignment to a Lender or an Affiliate of a Lender, each of the entire remaining amount of the assigning Lender’s Commitment Borrower and the Loans at Administrative Agent (and, in the time owing case of an assignment of all or a portion of a Commitment or any Lender's obligations in respect of its LC Exposure or Swingline Exposure, the respective Issuing Lender and the Swingline Lender) must give their prior written consent to it or such assignment (which consent shall not be unreasonably withheld),
(ii) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, assignment of the aggregate entire remaining amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effectassigning Lender's Commitment(s), the principal outstanding balance amount of the Loans Commitment(s) of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption Acceptance 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 DateAgent) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, 10,000,000 unless each of the Borrower and the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed);consent,
(iiiii) each partial assignment of the Loans or Commitments of any Class shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement with in respect of such Class (provided that this clause (iii) shall not apply to the Loans or the Commitment assigned;rights in respect of outstanding Competitive Loans),
(iiiiv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,500 and 3,500, and
(v) the Eligible Assigneeassignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of this Section, from and after the Assignment Date specified in each Assignment and Assumption (an “Assignment Date”), the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.09, 3.11, 3.12 and 9.04 with respect to facts and circumstances occurring prior to such Assignment Date. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (d) of this Section.;
Appears in 1 contract
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided, provided that:
(a) except if (i) except an Event of Default has occurred and is continuing or (ii) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or (iii) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment or Loan being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the 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) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof10,000,000, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents to a lower amount (each such consent not to be unreasonably withheld or delayed);
; (iib) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans Loan or the Commitment assigned;
; - 125 - CREDIT AGREEMENT (c) any assignment must be approved by the Administrative Agent and Master Borrower (such approval not to be unreasonably withheld or delayed), after consultation with the Borrowers, unless: (i) the proposed assignee is itself already a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender; (ii) the proposed assignee is the Administrative Agent or the Issuing Bank; or (iii) an Event of Default has occurred and is continuing; and (d) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of this SectionSection 14.3, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this AgreementAgreement and the other Loan Documents, including any collateral security, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.09Section 4.10 and Section 15.8, 3.11and shall continue to be liable for any breach of this Agreement by such Lender, 3.12 and 9.04 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection Section shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance Section 14.4. Any payment by an assignee to an assigning Lender in connection with clause (d) of this Sectionan assignment or transfer shall not be or be deemed to be a repayment by the Borrowers or a new Loan to the Borrowers.
Appears in 1 contract
Sources: Credit Agreement (Lithia Motors Inc)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it)Loans; provided, provided that
(i) except in the case of an assignment of (A) the entire remaining amount of the assigning Lender’s Commitment and portion of the Loans Term Loan at the time owing to it the assigning Lender or in the case of (ii) an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans portion of the Term Loan of the assigning Lender subject to each such assignment (assignment, determined as of the 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) , shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an so long as no Event of Default has occurred and is continuing, KCMH the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed);
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;
(iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 3.093.01, 3.113.04, 3.12 3.05, and 9.04 11.04 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause subsection (d) of this Section.
Appears in 1 contract
Sources: Bridge Credit Agreement (U S Restaurant Properties Inc)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided, that
provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, determined as of the 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) , shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an so long as no Event of Default has occurred and is continuing, KCMH Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed);
; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;
, except that this clause (ii) shall not apply to rights in respect of Swing Line Loans; (iii) any assignment of a Commitment must be approved by Administrative Agent, the L/C Issuer and Swing Line Lender unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 2,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.093.01, 3.113.04, 3.12 3.05, and 9.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause subsection (d) of this Section.
Appears in 1 contract
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans Loan at the time owing to it); provided, thatit);providedthat:
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate or Related Fund of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans Loan of the assigning Lender subject to each such assignment (determined as of the 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 DateAgent) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, 500,000 unless each of Borrower and the Administrative Agent andotherwise consent;
(ii) except in the case of an assignment to a Lender oran Affiliate orRelated Fund of a Lender, unless an Event of Default has occurred and is continuingthe Administrative Agent must give its prior written consent to such assignment, KCMH otherwise consents (in each such consent case not to be unreasonably withheld withheld, conditioned or delayed);
(iiiii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender▇▇▇▇▇▇’s rights and obligations under this Agreement with respect to the Loans or the Commitment assignedAgreement;
(iiiiv) except in the case of an assignment to an Affiliate, the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and 3,500;
(v) the Eligible Assigneeassignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(ivvi) no assignment the Borrower’s consent shall be made to required if the assignee is (x) a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause direct competitor of ExxonMobil (c) of this Sectionor any Person that owns, from and after the Assignment Date specified in each Assignment and Assumption (an “Assignment Date”)directly or indirectly, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent at least majority of the interest assigned Capital Stock of any such direct competitor) or (y) any Person whose primary investment strategy is purchasing credits of companies in financial distress, including any such Person that is or would reasonably be recognized or categorized as a vulture fund by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, reputable institutions that are participants in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.09, 3.11, 3.12 and 9.04 with respect to facts and circumstances occurring prior to such Assignment Date. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (d) of this Section.financial markets;
Appears in 1 contract
Sources: Credit Agreement (Global Clean Energy Holdings, Inc.)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitments or Loans (including for purposes of this Section 11.06(b), participations in L/C Obligations and the Loans Swingline Loans) at the time owing to it); , provided, that:
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lenderit, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and AssumptionAcceptance, as of the such “Trade Date) ”, shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed)5,000,000;
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;; and
(iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee in the amount of $3,500 3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Acceptance, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.093.01, 3.113.04, 3.12 3.05 and 9.04 11.04 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Upon request, the Borrowers (at their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (d) of this SectionSection 11.06(d).
Appears in 1 contract
Sources: Asset Based Revolving Credit Agreement (Warrior Met Coal, LLC)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans its Loan at the time owing to it); provided, that
(i) except in provided that the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans any such assignment shall be at the time owing to it least $1,000,000 (or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunderx) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each Lender, if less or (y) such assignment (determined lesser amount as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” may agree to in its reasonable discretion); provided further that simultaneous assignments by or to two or more Approved Funds shall be combined for purposes of determining whether the minimum assignment requirement is specified in met. Assignments shall be subject to the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed);following additional conditions:
(iii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;; and
(iiiii) the parties to each assignment shall (A) execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent or (B) if previously agreed with the Administrative Agent, manually execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 3,500, which the Administrative Agent may waive or reduce in its sole discretion, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made to a natural personQuestionnaire and any tax forms required under Section 3.01(e). Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.093.01, 3.113.04, 3.12 3.05, and 9.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause subsection (d) of this Section.
Appears in 1 contract
Sources: Senior Secured Term Loan Agreement (Energy Transfer Equity, L.P.)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided, provided that
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the 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) shall not be less than $5,000,000 5,000,000, in the case of any assignment in respect of a revolving facility, or an integral multiple $1,000,000, in the case of $1,000,000 any assignment in excess thereofrespect of a term facility, unless each of the Administrative Agent and, unless an Event of so long as no Default has occurred and is continuing, KCMH Borrower otherwise consents consent (each such consent not to be unreasonably withheld or delayed);
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans Loan or the Commitment assigned;
(iii) any assignment of a Commitment must be approved by Administrative Agent and LC Issuer unless the Person that is the proposed assignee is itself a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with the Note subject to such assignment and a processing and recordation fee of $3,500 3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made Questionnaire in form satisfactory to a natural personAdministrative Agent. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits benefits, and subject to the requirements of Sections 3.093.2, 3.113.4, 3.12 3.5 and 9.04 10.4 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause subsection (d) of this Section.
Appears in 1 contract
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in LC Obligations) at the time owing to it); providedprovided that, that
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, determined as of the 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) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an so long as no Event of Default under Sections 8.01(a) or (b) or sub-clauses (i), (ii) or (iii) of Section 8.01(i) has occurred and is continuing, KCMH the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed);; provided, further, that simultaneous assignments by or to two or more Approved Funds shall be combined for purposes of determining whether the minimum assignment requirement is met. Assignments shall be subject to the following additional conditions:
(iii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;; and
(iiiii) the parties to each assignment shall (A) execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent or (B) if previously agreed with the Administrative Agent, manually execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 3,500, which the Administrative Agent may waive or reduce in its sole discretion, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made to a natural personQuestionnaire and any tax forms required under Section 3.01(e). Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.093.01, 3.113.04, 3.12 3.05, and 9.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause subsection (d) of this Section.
Appears in 1 contract
Assignments by Lenders. Any Except to the extent that any assignments of Tranche II Revolver Loans may be governed by the provisions of the agreement or other writing referenced in Subsection 1.1(c) (Tranche II Revolver Loans) above, each Lender and the Issuer may at any time assign to one or more Eligible Assignees Institutions all or a portion of its interest, rights and obligations under this Agreement (including all or a portion of its Commitment Commitment) and the Loans at the time owing to it)other Loan Documents; provided, thathowever, that with respect to any assignment,
(i) except in unless the case of an assignment assignee is (prior to the effective time of the entire remaining amount of assignment) an existing Lender or the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender Issuer or an Affiliate of a an existing Lender or an Approved Fund with respect to a Lenderthe Issuer, the aggregate amount Administrative Agent and, if no Event of Default has occurred and is continuing, Genesis (on behalf of the Commitment Borrowers) must give their prior written consents to such assignment (which for this purpose includes Loans outstanding thereunderconsents shall not be unreasonably withheld),
(ii) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject parties to each such assignment (determined as of the date the Assignment shall execute and Assumption with respect deliver 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) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents Genesis (each such consent not to be unreasonably withheld or delayedon behalf of the Borrowers);
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;
(iii) the parties to each assignment shall execute and deliver to the Administrative Agent , for their acceptance, an Assignment and AssumptionAcceptance Agreement in substantially the form attached hereto as Exhibit I (an "Assignment and Acceptance"), together with (A) any Note subject to such assignment and (B) a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to 3,500.00 (or such lesser amount as is required for the Administrative Agent to receive an Administrative Questionnaire; and
(iv) no assignment shall be made aggregate amount equal to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of this Section, from and after the Assignment Date specified in each Assignment and Assumption (an “Assignment Date”), the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations $3,500.00 under this Agreement and the Multicare Credit Agreement in respect of such transfer),
(and, in iii) no Lender may make a partial assignment if the case amount of an Assignment and Assumption covering all its portion of the assigning Lender’s rights Commitment and obligations (without duplication) the outstanding Loans and Letter of Credit Participations, together with the amount of its interest under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.09, 3.11, 3.12 and 9.04 with respect to facts and circumstances occurring prior to such Assignment Date. Any assignment or transfer by a Lender of rights or obligations under this Multicare Credit Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations assigned in accordance with clause (dv) below, is, or after giving effect to the proposed assignment would be, less than Five Million Dollars ($5,000,000.00),
(iv) unless the assignee is (prior to the effective time of this Sectionthe assignment) the Issuer or a Lender hereunder, the aggregate amount of any interest so sold to any assignee pursuant to any partial assignment hereunder, together with the aggregate amount so sold to such assignee in accordance with clause (v) below, may not be less than Five Million Dollars ($5,000,000.00), and
(v) with respect to any assignment of an interest in any Tranche hereunder except with respect to any interest in RC Loans and RC Commitments, the assignor Lender shall contemporaneously assign to the same assignee a proportionately equal amount of its interest in the same Tranche under the Multicare Credit Agreement. The requirements set forth in paragraphs (iii) and (iv) above and the requirement as to an assignee being an Eligible Institution shall not apply to certain assignments approved by the Administrative Agent and Genesis (on behalf of the Borrowers) prior to the Closing Date.
Appears in 1 contract
Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign to one or more Eligible Assignees assignees (except to the Borrower (other than pursuant to clause (b)(vi) below) or any of the Borrower’s Affiliates or Subsidiaries or to natural Persons or a Disqualified Lender) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Initial Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld, delayed or conditioned) of: (A) the Borrower; provided that no consent of the Borrower shall be required (1) if an Event of Default under Sections 7.01(a), (b), (h) or (i) exists, (2) in the case of an assignment to any Lender or an Affiliate of any Lender, (3) if a Demand Failure Event has occurred, (4) in the case of an assignment of Extended Term Loans or (5) in the case of an assignment to an Approved Fund; provided, that
that the Borrower shall be deemed to have consented to any assignment unless it shall object thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof; and (iB) the Administrative Agent (except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to by a Lender or to an Affiliate of a Lender or such Lender).
(ii) Each assignment will (i) be in an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the 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) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof5,000,000 or, unless each if less, all of the Administrative Agent and, unless an Event of Default has occurred such Lenders’ remaining Loans and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed);
(ii) each partial assignment shall will be made as an assignment by novation that will release the obligation of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;.
(iii) the The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 3,500, and the Eligible Assigneeassignee, if it shall is not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; andQuestionnaire and any tax forms required to be delivered under Section 2.14(e).
(iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause paragraph (cb)(v) of this SectionSection 9.04, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 3.09, 3.11, 3.12 2.13 and 9.04 9.03 (with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment)). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection Section 9.04 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 clause paragraph (dc) of this SectionSection 9.04.
(v) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Initial Commitment of, and principal amount (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice (it being understood that no Lender shall be entitled to view any information in the Register except such information contained therein with respect to the type and amount of Obligations owing to such Lender).
(vi) Notwithstanding anything to the contrary in this Agreement, the Borrower may, from time to time, purchase or prepay Initial Loans, in each case, on a non-pro rata basis through Dutch auction procedures open to all Lenders on a pro rata basis in accordance with customary procedures to be agreed between the Borrower and the Administrative Agent; provided that:
(A) at the time of such assignment, no Default or Event of Default shall have occurred or be continuing;
(B) as a condition to each assignment pursuant to this Section 9.04(b)(vi), the Administrative Agent shall have been provided with a writing from the Borrower whereby the Borrower represents and warrants as of the date of such assignment, that neither the Borrower nor any of its Affiliates, as of the effective date of any assignment to such Borrower, is in possession of any information regarding the Borrower or any of its Affiliates, the assets of the Borrower or any of its Affiliates, securities of the Borrower or any of its Affiliates, the Borrower’s ability to perform its Obligations or any other matter that may be material to a decision by any Lender to enter into any such assignment and that has not previously been disclosed to the Administrative Agent and the Lenders; and
(C) any Initial Loans purchased or prepaid by the Borrower acting in accordance with this Section 9.04(b)(vi) shall be automatically and permanently cancelled upon the effectiveness of such assignment and will thereafter no longer be outstanding for any purpose hereunder.
Appears in 1 contract
Sources: Bridge Credit Agreement (Frontier Communications Corp)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this Section 10.5(b), participations in LC Obligations and in Swing Line Loans) at the time owing to it); provided, provided that
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the 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) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed)5,000,000;
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans Loan or the Commitment assigned;
(iii) any assignment of a Commitment must be approved by Administrative Agent, the Swing Line Lender and the LC Issuer unless the Person that is the proposed assignee is itself a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 3,000, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause paragraph (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.09, 3.11, 3.12 Article III and 9.04 Section 10.4 and Section 10.12 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 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 clause paragraph (d) of this Section.
Appears in 1 contract
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans Term Loan at the time owing to it); provided, provided that
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and 's portion of the Loans Term Loan at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans portion of the Term Loan of the assigning Lender subject to each such assignment (assignment, determined as of the 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) , shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an so long as no Event of Default has occurred and is continuing, KCMH the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed);
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Loans or portion of the Commitment Term Loan assigned;; and
(iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.093.01, 3.113.04, 3.12 3.05, and 9.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Upon request, the Borrower (at its expense) shall execute and deliver a Term Loan Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause subsection (d) of this Section.
Appears in 1 contract
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided, that:
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, determined as of the 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) , shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof1,000,000, unless each of the Administrative Agent and, unless an so long as no Event of Default has occurred and is continuing, KCMH the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed);
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;; and
(iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment provided that only one such fee shall be made required in connection with a concurrent assignment by a Lender to a natural personone or more Approved Funds. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.093.1, 3.113.4, 3.12 3.5, and 9.04 11.4 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection clause 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 clause (d) of this Section.
Appears in 1 contract
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided, provided that
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the 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) shall not be less than $5,000,000 10,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an so long as no Event of Default has occurred and is continuing, KCMH the Borrower otherwise consents consent (each such consent not to be unreasonably withheld or delayed);; TERM LOAN AGREEMENT
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans Loan or the Commitment assigned;
(iii) any assignment of a Commitment must be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself a Lender with a Commitment or an Affiliate of such Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this Section, from and after the Assignment Date specified in each Assignment and Assumption (an “Assignment Date”), the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.09, 3.11, 3.12 2.13 and 9.04 8.04 with respect to facts and circumstances occurring prior to such Assignment Date. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause subsection (d) of this Section.
Appears in 1 contract
Sources: Term Loan Agreement (Legg Mason Inc)
Assignments by Lenders. Any Each Lender may at any time assign to one or more ---------------------- Eligible Assignees Institutions all or a portion of its interest, rights and obligations under this Agreement (including without limitation all or a portion of its Commitment Commitment) and the Loans at the time owing to it)other Loan Documents; provided, thathowever, that each of the --------- -------- following conditions must be satisfied:
(i) except in unless the case of an assignment assignee is (prior to the effective time of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of assignment) an assignment to a existing Lender or an Affiliate of a Lender or an Approved Fund with respect to a existing Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the 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) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an if no Event of Default has occurred and is continuing, KCMH otherwise the Borrower must give their prior written consent to such assignment (which consents (each such consent shall not to be unreasonably withheld or delayed);,
(ii) each partial such assignment shall be made as an assignment of a proportionate part constant, and not a varying percentage of all the assigning Lender’s 's interests, rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;Agreement,
(iii) the parties to each such assignment shall execute and deliver to the Administrative Agent Agent, for its acceptance and the Borrower's acceptance, an Assignment and AssumptionAcceptance Agreement in form and content satisfactory to the Agent (the "Assignment and Acceptance"), together with (A) any Note subject to such -------------------------- assignment, and, (B) unless the -77- assignee is at the time of such assignment also a Lender hereunder, a processing and recordation fee of $3,500 3,500, and (C) reimbursement for fees of Agent's counsel in connection with services rendered and other costs and expenses in respect of such assignment (which amounts are payable by the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; applicable assignee and assignor) and
(iv) no Lender may make a partial assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by if the Administrative Agent pursuant to clause (c) of this Section, from and after the Assignment Date specified in each Assignment and Assumption (an “Assignment Date”), the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent aggregate amount of the interest Commitment assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement is less than Five Million Dollars (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.09, 3.11, 3.12 and 9.04 with respect to facts and circumstances occurring prior to such Assignment Date. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (d) of this Section$5,000,000).
Appears in 1 contract
Sources: Revolving Credit Agreement (Specialty Products & Insulation Co)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a any portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment and Commitments, the Loans Advances owing to it, participations in Letter of Credit Obligations) at the time owing to it); provided, however, that
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans Advances being assigned at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance Commitments and Advances of the Loans of the assigning such Lender subject being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance 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 Dateassignment) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed)5,000,000.00;
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans Advances or the Commitment assigned;
(iii) the parties to each such assignment shall execute and deliver to the Administrative Agent Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with Acceptance; and
(iv) each Eligible Assignee (other than an Eligible Assignee that is a Lender or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 processing and recordation recording fee of $3,500 and the Eligible Assigneeshall, if it shall is not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made to a natural person. Subject to notice to KCMH and Upon such execution, delivery, acceptance and recording thereof by the Administrative Agent pursuant to clause paragraph (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption Acceptance, (an “Assignment Date”), A) the Eligible Assignee thereunder shall be a party to this Agreement hereto for all purposes and, to the extent of the interest that rights and obligations hereunder have been assigned by to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender under this Agreement, hereunder and the (B) such assigning Lender thereunder shall, to the extent of the interest that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AssumptionAcceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all or the remaining portion of the assigning such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.092.13, 3.112.14, 3.12 9.04 and 9.04 9.05 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 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 clause paragraph (d) of this Section.
Appears in 1 contract
Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) of this Section, any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans LC Disbursements at the time owing to it); provided, that) to one or more NAIC Approved Banks with the prior written consent (such consent not to be unreasonably withheld) of:
(iA) the Account Parties, provided that no consent of any Account Party shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default under clause (a), (b), (g) or (h) of Article VIII has occurred and is continuing, any other assignee; and
(B) the Administrative Agent.
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender, an Approved Fund or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a LenderCommitment, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the 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 DateAgent) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Account Parties and the Administrative Agent andotherwise consent, unless provided that no such consent of the Account Parties shall be required if an Event of Default under clause (a), (b), (g) or (h) of Article VIII has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed);
(iiB) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assignedAgreement;
(iiiC) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and 3,500; and
(D) the Eligible Assigneeassignee, if it shall not be a Lender, shall deliver an Administrative Questionnaire to the Administrative Agent an Administrative Questionnaire; and(with a copy to XL Capital).
(iviii) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause paragraph (cb)(v) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations obliga-tions under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 3.092.09, 3.11, 3.12 2.10 and 9.04 with respect to facts and circumstances occurring prior to such Assignment Date10.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection Section 10.04 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 clause paragraph (dc) of this Section.
(iv) 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 Administrative Agent and the Account Parties, the option to provide to the Account Parties all or any part of any LC Disbursement that such Granting Lender would otherwise be obligated to make to the Account Parties pursuant to Section 2.01, provided that (i) nothing herein shall constitute a commitment by any SPV to make any LC Disbursement, (ii) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such LC Disbursement, the Granting Lender shall be obligated to make such LC Disbursement pursuant to the terms hereof and (iii) the Account Parties may bring any proceeding against either or both the Granting Lender or the SPV in order to enforce any rights of the Account Parties hereunder. The making of a LC Disbursement by an SPV hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such LC Disbursement 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 Account Parties or the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Letter of Credit to its Granting Lender or to any financial institutions (consented to by the Account Parties and the Administrative Agent) providing liquidity and/or credit support (if any) with respect to commercial paper issued by such SPV to issue such Letters of Credit and such SPV may disclose, on a confidential basis, confidential information with respect to any Account Party and its Subsidiaries to any rating agency, commercial paper dealer or provider of a surety, guarantee or credit liquidity enhancement to such SPV. Notwithstanding anything to the contrary in this Agreement, no SPV shall be entitled to any greater rights under Section 2.09 or Section 2.10 than its Granting Lender would have been entitled to absent the use of such SPV. This paragraph may not be amended without the consent of any SPV at the time holding LC Disbursements under this Agreement.
(v) The Administrative Agent, acting for this purpose as an agent of the Account Parties, shall maintain at one of its offices in New York City a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, the Commitment of, and the LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Account Parties, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by any Account Party and any Lender, at any reasonable time and from time to time upon reasonable prior notice.
(vi) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b)(ii)(C) of this Section and any written consent to such assignment required by paragraph (b)(i) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.
Appears in 1 contract
Sources: Credit Agreement (Xl Capital LTD)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it)Agreement; provided, provided that
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the 's Term Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Term Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date of the Assignment and Assumption Agreement with respect to such assignment is delivered to recorded by the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade DateAgent) shall not be less than $5,000,000 1,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH shall otherwise consents consent (each such consent not to be unreasonably withheld or delayeddelayed and such approval to be deemed to have been given if a response is not received within five (5) Business Days from the date on which request for approval was received by the applicable Person);
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Term Loans or the Commitment assigned;; and
(iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment Agreement to be either (a) electronically executed and Assumptiondelivered via an electronic settlement system then acceptable to the Administrative Agent (which shall initially be the settlement system of ClearPar) or (b) manually executed and delivered, together with a processing and recordation fee of $3,500 in the case of assignments not made using an electronic settlement system, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; Questionnaire and
(iv) no assignment shall be made to a natural person, if required, applicable tax forms. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of this Sectionsubsection 9.1C, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Agreement, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AssumptionAgreement, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AssumptionAgreement, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement covering all of the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.09, 3.11, 3.12 subsections 2.7 and 9.04 9.2 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 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 clause (d) of this Section.subsection 9.1D.
Appears in 1 contract
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a any portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment and Commitments, the Loans Advances owing to it, participations in Letter of Credit Obligations at the time owing to it); provided, however, that
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans Advances being assigned at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance Commitments and Advances of the Loans of the assigning such Lender subject being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance 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 Dateassignment) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed)5,000,000;
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans Advances or the Commitment assigned;
(iii) the parties to each such assignment shall execute and deliver to the Administrative Agent Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with Acceptance; and
(iv) each Eligible Assignee (other than an Eligible Assignee that is a Lender or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 processing and recordation recording fee of $3,500 and the Eligible Assigneeshall, if it shall is not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made to a natural person. Subject to notice to KCMH and Upon such execution, delivery, acceptance and recording thereof by the Administrative Agent pursuant to clause paragraph (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption Acceptance, (an “Assignment Date”), A) the Eligible Assignee thereunder shall be a party to this Agreement hereto for all purposes and, to the extent of the interest that rights and obligations hereunder have been assigned by to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender under this Agreement, hereunder and the (B) such assigning Lender thereunder shall, to the extent of the interest that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AssumptionAcceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all or the remaining portion of the assigning such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.092.13, 3.112.14, 3.12 9.04 and 9.04 9.05 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 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 clause paragraph (d) of this Section.
Appears in 1 contract
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitments or Loans (including for purposes of this Section 11.06(b), participations in L/C Obligations and the Loans Swingline Loans) at the time owing to it); , provided, that:
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lenderit, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and AssumptionAcceptance, as of the such “Trade Date) ”, shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed)5 million;
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;; and
(iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee in the amount of $3,500 3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this SectionSection 11.06, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Acceptance, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.093.01, 3.113.04, 3.12 3.05 and 9.04 11.04 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Upon request, the Borrowers (at their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection (b) 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 clause Section 11.06(d). Each Lender, upon succeeding to an interest in the Commitments and Loans, represents and warrants as of the effective date of such Assignment and Acceptance that (di) it is an Eligible Assignee; (ii) it has experience and expertise in the making of or investing in commitments or loans such as the applicable Commitments or Loans, as the case may be and (iii) it will make or invest in, as the case may be, its Commitments or Loans for its own account in the ordinary course and without a view to distribution of such Commitments or Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of this SectionSection 11.06, the disposition of such Commitments or Loans or any interests therein shall at all times remain within its exclusive control).
Appears in 1 contract
Sources: Asset Based Revolving Credit Agreement (Alpha Metallurgical Resources, Inc.)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans its Loan at the time owing to it); provided, that
(i) except in provided that the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans any such assignment shall be at the time owing to it least $1,000,000 (or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent orLender, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayedless);
(iii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;; and
(iiiii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 3,500, which the Administrative Agent may waive in its sole discretion, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) Questionnaire and any tax forms required under Section 3.01(e), but no processing and recordation fee may be charged with respect to any assignment shall be made to a natural personLender or an Affiliate of a Lender. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.093.01, 3.113.04, 3.12 3.05, and 9.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause subsection (d) of this Section.
Appears in 1 contract
Sources: Senior Bridge Term Loan Credit Agreement (Energy Transfer Equity, L.P.)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a any portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment and Commitments, the Loans Advances owing to it, participations in Letter of Credit Obligations) at the time owing to it); provided, however, that
(i) except in the case of (A) an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans Advances being assigned at the time owing to it or in the case of it, (B) an assignment to a Lender or an Affiliate of a Lender or an Approved Fund (as defined in subsection (g) of this Section) with respect to a LenderLender or (C) an assignment at any time that an Event of Default shall have occurred and be continuing, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance Commitments and Advances of the Loans of the assigning such Lender subject assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance 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 Dateassignment) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed)1,000,000;
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;
(iii) the parties to each such assignment shall execute and deliver to the Administrative Agent Collateral Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with Acceptance;
(iii) each Eligible Assignee (other than an Eligible Assignee that is a Lender or an Affiliate of a Lender) shall pay to the Collateral Agent a $3,500 processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnairerecording fee; and
(iv) in connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be made effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Collateral Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrowers and the Collateral Agent, the applicable Pro Rata Share of Advances previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Collateral Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Advances and participations in Letters of Credit in accordance with its Pro Rata Share. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under Legal Requirements without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a natural personDefaulting Lender for all purposes of this Agreement until such compliance occurs. Subject to notice to KCMH and Upon such execution, delivery, acceptance and recording thereof by the Administrative Collateral Agent pursuant to clause paragraph (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption Acceptance, (an “Assignment Date”), A) the Eligible Assignee thereunder shall be a party to this Agreement hereto for all purposes and, to the extent of the interest that rights and obligations hereunder have been assigned by to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender under this Agreement, hereunder and the (B) such assigning Lender thereunder shall, to the extent of the interest that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AssumptionAcceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all or the remaining portion of the assigning such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.092.08, 3.112.10, 3.12 10.04 and 9.04 10.05 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause subsection (d) of this Section.
Appears in 1 contract
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided, provided that:
(i) except (A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment Commitments, if any, and the Loans at the time owing to it it, or (B) in the case of an assignment to a Lender or an Affiliate and the assigning Lender retains a Commitment of a Lender or an Approved Fund with respect to a Lender$5,000,000, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, determined as of the 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) , shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof5,000,000, unless each of the Administrative Agent and, unless an so long as no Event of Default has occurred and is continuing, KCMH Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed);
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;
(iii) any assignment of a Commitment must be approved by Administrative Agent unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee payable by such assignor Lender (and not at Borrower’s expense) of $3,500 3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.093.2, 3.113.3, 3.12 3.6 and 9.04 3.7 and Section 10.4 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender against receipt by Borrower of the canceled original Note of the assignor, if its entire Commitment was assigned, or evidence that such assignor’s Note is marked to reflect its reduction.. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause subsection (d) of this Section. Each Eligible Assignee of a US Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for Federal income tax purposes, must (to the extent it has not already done so) provide Administrative Agent and Borrower with the “Prescribed Forms” referred to in Section 3.7(d).
Appears in 1 contract
Sources: 364 Day Credit Agreement (Plains All American Pipeline Lp)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment commitment and the Loans at the time owing to it); provided, provided that
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the 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) shall not be less than $5,000,000 5,000,000, in the case of any assignment in respect of a revolving facility, or an integral multiple $1,000,000, in the case of $1,000,000 any assignment in excess thereofrespect of a term facility, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed);
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans Loan or the Commitment commitment assigned;
(iii) any assignment of a commitment must be approved by Administrative Agent and LC Issuer unless the Person that is the proposed assignee is itself a Lender with a commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with the Note subject to such assignment and a processing and recordation fee of $3,500 3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause paragraph (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.093.2, 3.113.4, 3.12 3.5 and 9.04 10.4 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 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 clause paragraph (d) of this Section.
Appears in 1 contract
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees Assignees, and subject to the provisions of Section 9.04(e) may sell participations in, all or a portion of its rights and obligations under this Agreement to one or more Eligible Assignees (including all or a portion of its Commitment and the Loans at the time owing to held by it); provided, that
provided that (i) except the Borrowers and the Agent must give their prior written consent to such assignment and participation (which consent shall not be unreasonably withheld), (ii) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or assignment, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a assignment of the entire remaining amount of the assigning Lender's Commitment, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption Acceptance 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 DateAgent) shall not be less than equal to $5,000,000 or an integral a multiple of $1,000,000 in excess thereof, unless each the Borrowers and the Agent otherwise consent, (iii) in the case of the Administrative Agent andan assignment, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed);
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement with respect to Agreement, (iv) in the Loans or the Commitment assigned;
(iii) case of an assignment, the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,500 3,500, and (v) in the Eligible Assigneecase of an assignment, the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
provided further that any consent of the Borrowers otherwise required under this paragraph (ivb) no assignment shall not be made to a natural personrequired if an Event of Default under paragraph (a), (b), (h), (i), or (m) of Section 7.01 has occurred and is continuing. Subject to notice to KCMH and Upon acceptance and recording thereof by the Administrative Agent pursuant to clause paragraph (cd) of this Sectionbelow, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Acceptance, the Eligible Assignee assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, have (in addition to any such rights and obligations theretofore held by it) the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all of the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 3.09, 3.11, 3.12 2.11 and 9.04 with respect to facts and circumstances occurring prior to such Assignment Date9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection paragraph (b) 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 clause (d) of this Sectionobligations.
Appears in 1 contract
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a any portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment and Commitments, the Loans Advances owing to it, participations in Letter of Credit Obligations) at the time owing to it); provided, however, that
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans Advances being assigned at the time owing to it or in HOUSTON\2059604 -84- the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance Commitments and Advances of the Loans of the assigning such Lender subject being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance 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 Dateassignment) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed)5,000,000.00;
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans Advances or the Commitment assigned;
(iii) the parties to each such assignment shall execute and deliver to the Administrative Agent Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with Acceptance; and
(iv) each Eligible Assignee (other than an Eligible Assignee that is a Lender or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 processing and recordation recording fee of $3,500 and the Eligible Assigneeshall, if it shall is not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made to a natural person. Subject to notice to KCMH and Upon such execution, delivery, acceptance and recording thereof by the Administrative Agent pursuant to clause paragraph (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption Acceptance, (an “Assignment Date”), A) the Eligible Assignee thereunder shall be a party to this Agreement hereto for all purposes and, to the extent of the interest that rights and obligations hereunder have been assigned by to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender under this Agreement, hereunder and the (B) such assigning Lender thereunder shall, to the extent of the interest that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AssumptionAcceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all or the remaining portion of the assigning such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.092.13, 3.112.14, 3.12 9.04 and 9.04 9.05 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 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 clause paragraph (d) of this Section.
Appears in 1 contract
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided, thatprovided that 364-Day Credit Agreement
(i) except in the case of an assignment to a Lender or a Lender Affiliate, each of the entire remaining amount of the assigning Lender’s Commitment Borrower and the Loans at Administrative Agent (and, in the time owing case of an assignment of all or a portion of a Commitment or any Lender's obligations in respect of its LC Exposure or Swingline Exposure, the Issuing Lender and the Swingline Lender) must give their prior written consent to it or such assignment (which consent, in each case, shall not be unreasonably withheld),
(ii) except in the case of an assignment to a Lender or an Affiliate of a Lender Affiliate or an Approved Fund with respect to a assignment of the entire remaining amount of the assigning Lender's Commitment, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption Acceptance 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 DateAgent) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Borrower and the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed);consent,
(iiiii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;Agreement,
(iiiiv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,500 and 3,500, and
(v) the Eligible Assigneeassignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of this Section, from and after the Assignment Date specified in each Assignment and Assumption (an “Assignment Date”), the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.09, 3.11, 3.12 and 9.04 with respect to facts and circumstances occurring prior to such Assignment Date. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (d) of this Section.;
Appears in 1 contract
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans Loan at the time owing to it); provided, provided that
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans Loan at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans Loan of the assigning Lender subject to each such assignment (assignment, determined as of the 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) , shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an so long as no Event of Default has occurred and is continuing, KCMH the Company otherwise consents (each such consent not to be unreasonably withheld or delayed);
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment Loan assigned;; and
(iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.093.01, 3.113.04, 3.12 3.05, and 9.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Upon request, the Company (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause subsection (d) of this Section.
Appears in 1 contract
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it)Agreement; provided, provided that
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Term Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Term Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date of the Assignment and Assumption Agreement 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 DateAgent) shall not be less than $5,000,000 1,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an so long as no Event of Default has occurred and is continuing, KCMH the Company otherwise consents consent (each such consent not to be unreasonably withheld or delayeddelayed and such approval to be deemed to have been given if a response is not received within five Business Days from the date on which request for approval was received by the applicable Person);
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Term Loans or the Commitment assigned;
(iii) [Intentionally Omitted]; and
(iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAgreement, together with a processing and recordation fee of $3,500 in the case of assignments not made using an electronic settlement system (with only one such fee to be payable in connection with concurrent assignments of Approved Funds and/or Affiliates of Lenders that are Related Parties), and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made to a natural personQuestionnaire and if required, applicable tax forms. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of this Sectionsubsection 10.1C, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Agreement, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AssumptionAgreement, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, Agreement. be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.09, 3.11, 3.12 subsections 2.7 and 9.04 10.2 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 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 clause (d) of this Section.subsection 10.1 D.
Appears in 1 contract
Sources: Second Lien Credit Agreement (Transportation Technologies Industries Inc)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided, provided that
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the 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) shall not be less than $5,000,000 5,000,000, unless such assignment is made to an existing Lender, to an Affiliate thereof, or to an integral multiple of $1,000,000 Approved Fund, in excess thereofwhich case no minimum amount shall apply, unless each of the Administrative Agent and, unless an so long as no Default or Event of Default has occurred and is continuing, KCMH the Borrower otherwise consents consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent ten (10) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such tenth (10th) Business Day;
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans Loan or the Commitment assigned;
(iii) any assignment must be approved by the Administrative Agent and, in the case of an assignment in respect of the Revolving Credit Facility, the Swingline Lender and the Issuing Lender, unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause paragraph (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.094.8, 3.114.9, 3.12 4.10, 4.11 and 9.04 13.3 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 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 clause paragraph (d) of this Section.
Appears in 1 contract
Sources: Credit Agreement (Blackbaud Inc)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided, that
provided that any such assignment shall be subject to the following conditions: (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the 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) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof5,000,000, unless each of the Administrative Agent and, unless an Event of so long as no Default has occurred and is continuing, KCMH the Borrower otherwise consents consent (each such consent not to be unreasonably withheld or delayed);
; and (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;
(iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 4,000, and the Eligible Assigneeassignee, if it shall is not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause paragraph (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.0910.05, 3.11, 3.12 10.06 and 9.04 11.03 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 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 clause paragraph (d) of this Section.
Appears in 1 contract
Sources: Credit Agreement (Avocent Corp)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided, that
(i) Each Lender may assign any of its Loans, its Note and its Commitment (but only with the consent of Administrative Agent), provided that:
(A) except to the extent Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an Affiliate of a Lender) shall be in the case of an assignment of amount at least equal to $5,000,000 or, if less, the entire remaining amount of the assigning Lender’s Loans and Commitment;
(B) each such assignment (including an assignment to another Lender or an Affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans and Commitment is assigned to the respective assignee;
(C) upon execution and delivery by the assignee (even if already a Lender) to Borrower and Administrative Agent of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrument, and upon consent thereto by Administrative Agent to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Lender shall pay Administrative Agent a processing and recording fee of $3,500 and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assignee, if it is not already a Lender, shall deliver to Administrative Agent an Administrative Questionnaire;
(D) the consent of the L/C Issuer and the Swingline Lender shall be required for any assignment in respect of a Commitment; and
(E) the consent of Borrower (which consent shall not be unreasonably withheld or delayed) shall be required for any assignment unless (x) an Event of Default shall exist at the time owing to it of such assignment or in the case of an (y) such assignment is to a Lender or Lender, an Affiliate of a Lender or an Approved Fund with respect Fund; provided that Borrower shall be deemed to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject have consented to each any such assignment (determined as of the date the Assignment and Assumption with respect unless it shall object thereto by written notice to such assignment is delivered to the Administrative Agent orwithin seven (7) Business Days after having received notice thereof; and provided, if “Trade Date” is specified in the Assignment and Assumptionfurther, as of the Trade Date) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, that unless an Event of Default has occurred and is continuingas described in Section 8.1(a), KCMH otherwise consents 8.1(i) or 8.1(j) exists, the consent of Borrower (each such which consent shall not to be unreasonably withheld or delayed);) shall be required for any assignment to a Competitor; provided that Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within seven (7) Business Days after having received notice thereof.
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;
(iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of this Section, from From and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”), the Eligible Assignee assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 3.09Section 2.8.7, 3.11Section 2.12, 3.12 Section 2.19, Section 4.24 and 9.04 Section 4.25); provided, however, that in no event shall such assigning Lender be released with respect to facts and circumstances occurring any defaults by or liabilities of such Lender under the Loan Documents which accrued prior to such Assignment Dateassignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection Section 10.1(b) 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 clause Section 10.1(e).
(diii) The words “execution,” “signed,” “signature,” and words of this Sectionlike import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
Appears in 1 contract
Sources: Loan Agreement (GTJ REIT, Inc.)
Assignments by Lenders. Any Each Lender and the Issuer may at any time assign to one or more Eligible Assignees Institutions all or a portion of its interest, rights and obligations under this Agreement (including all or a portion of its Commitment Commitment) and the Loans at the time owing to it)other Loan Documents; provided, thathowever, that with respect to any assignment,
(i) except in unless the case of an assignment assignee is (prior to the effective time of the entire remaining amount of assignment) an existing Lender or the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender Issuer or an Affiliate of a an existing Lender or an Approved Fund with respect to a Lenderthe Issuer, the aggregate amount Administrative Agent and, if no Event of Default has occurred and is continuing, Genesis (on behalf of the Commitment Borrowers) must give their prior written consent to such assignment (which for this purpose includes Loans outstanding thereunderconsent shall not be unreasonably withheld),
(ii) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject parties to each such assignment (determined as of the date the Assignment shall execute and Assumption with respect deliver 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) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents Genesis (each such consent not to be unreasonably withheld or delayedon behalf of the Borrowers);
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;
(iii) the parties to each assignment shall execute and deliver to the Administrative Agent , for their acceptance, an Assignment and AssumptionAcceptance Agreement in substantially the form attached hereto as Exhibit I (an "Assignment and Acceptance"), together with (A) any Note subject to such assignment and (B) a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to 3,500.00 (or such lesser amount as is required for the Administrative Agent to receive an Administrative Questionnaire; and
(iv) no assignment shall be made aggregate amount equal to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of this Section, from and after the Assignment Date specified in each Assignment and Assumption (an “Assignment Date”), the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations $3,500.00 under this Agreement and the Multicare Credit Agreement in respect of such transfer),
(and, in iii) no Lender may make a partial assignment if the case amount of an Assignment and Assumption covering all its portion of the assigning Lender’s rights Commitment and obligations (without duplication) the outstanding Loans and Letter of Credit Participations, together with the amount of its interest under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.09, 3.11, 3.12 and 9.04 with respect to facts and circumstances occurring prior to such Assignment Date. Any assignment or transfer by a Lender of rights or obligations under this Multicare Credit Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations assigned in accordance with clause (dv) below, is, or after giving effect to the proposed assignment would be, less than Ten Million Dollars ($10,000,000.00),
(iv) unless the assignee is (prior to the effective time of this Sectionthe assignment) the Issuer or a Lender hereunder, the aggregate amount of any interest so sold to any assignee pursuant to any partial assignment hereunder, together with the aggregate amount so sold to such assignee in accordance with clause (v) below, may not be less than Ten Million Dollars ($10,000,000.00), and
(v) with respect to any assignment of an interest in any Tranche hereunder, the assignor Lender shall contemporaneously assign to the same assignee a proportionately equal amount of its interest in the same Tranche under the Multicare Credit Agreement.
Appears in 1 contract
Sources: Credit Agreement (Genesis Eldercare Acquisition Corp)
Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it)) with the prior written consent (such consent not to be unreasonably withheld) of:
(A) the Company; provided that no consent of the Company shall be required for an assignment to (I) a Lender, an Affiliate of a Lender or an Approved Fund or (II) if an Event of Default has occurred and is continuing, any other assignee; and provided, thatfurther, that the Company shall be deemed to have consented to any such assignment requiring its consent under this clause (A) unless it shall object thereto by written notice to the Administrative Agent within 15 Business Days after having received written notice thereof; and
(iB) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment to a Lender, an Affiliate of a Lender or an Approved Fund.
(ii) Assignments shall be subject to the following conditions:
(A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a LenderCommitment, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the 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 DateAgent) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless Company (except if an Event of Default has occurred and is continuing, KCMH ) and the Administrative Agent otherwise consents consent (each such which consent shall not to be unreasonably withheld or delayedwithheld);
(iiB) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assignedAgreement;
(iiiC) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and 3,500;
(D) the Eligible Assigneeassignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative QuestionnaireQuestionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company and its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable Laws, including Federal and state securities Laws; and
(ivE) no such assignment shall be made to (I) the Company or any of the Company’s Affiliates or Subsidiaries, (II) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this subclause (II) or (III) a natural person or a corporation, limited liability company, trust or other entity owned, operated or established for the primary benefit of a natural person and/or family members or relatives of such person. .
(iii) Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause paragraph (cb)(iv) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 3.092.12, 3.112.13, 3.12 2.14 and 9.04 with respect to facts and circumstances occurring prior to such Assignment Date9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 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 clause paragraph (dc) of this Section.
Appears in 1 contract
Sources: 364 Day Credit Agreement (American International Group Inc)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans its Loan at the time owing to it); provided, that
(i) except in provided that the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans any such assignment shall be at the time owing to it least $1,000,000 (or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunderx) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each Lender, if less or (y) such assignment (determined lesser amount as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” may agree to in its discretion); provided further that simultaneous assignments by or to two or more Approved Funds shall be combined for purposes of determining whether the minimum assignment requirement is specified in met. Assignments shall be subject to the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed);following additional conditions:
(iii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;; and
(iiiii) the parties to each assignment shall (A) execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent or (B) if previously agreed with the Administrative Agent, manually execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 3,500, which the Administrative Agent may waive or reduce in its sole discretion, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made to a natural personQuestionnaire and any tax forms required under Section 3.01(f). Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.093.01, 3.113.04, 3.12 3.05, and 9.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause subsection (d) of this Section.
Appears in 1 contract
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Commitment and the Revolving Loans at the time owing to it); provided, provided that:
(i) each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing under Section 8.01(a), (f) or (g), the Borrowers shall have provided their consent to such assignment (each such consent not to be unreasonably withheld or delayed); provided that no consent of the Borrowers or the Administrative Agent shall be required in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund;
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Revolving Loans or the Revolving Commitments assigned under the Facility;
(iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption; such Assignment and Assumption to be (1) electronically executed and delivered to the Administrative Agent via an electronic settlement system then acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually) and (2) delivered together with a processing and recordation fee of $3,500, unless waived or reduced by the Administrative Agent in its sole discretion;
(iv) if the Eligible Assignee shall not be a Lender, (1) the relevant assignor, at the time that it notifies the Administrative Agent of such proposed assignment, shall deliver to the Administrative Agent a duly executed IRS Form W-9 or applicable IRS Form W-8 of the proposed Eligible Assignee and (2) such Eligible Assignee shall deliver to the Administrative Agent an administrative questionnaire, in the form prescribed by the Administrative Agent; and
(v) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Revolving Loans or Revolving Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Revolving Loans of the assigning Lender subject to each such assignment (assignment, determined as of the 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) , shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof2,500,000, unless each of the Borrowers and the Administrative Agent andotherwise consent, unless provided that no consent of the Borrowers shall be required so long as an Event of Default has occurred and is continuingcontinuing under Section 8.01(a), KCMH otherwise consents (each such consent not to be unreasonably withheld f) or delayed(g);
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;
(iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of this SectionSection 10.07(c), from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this AgreementAgreement (provided that, with respect to circumstances in effect on the effective date of such Assignment and Assumption, an Eligible Assignee shall not be entitled to receive any greater payment under Section 3.01 than the applicable Lender would have been entitled to receive had the assignment not taken place), and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits (and to have the obligations) of Sections 3.093.01, 3.113.03, 3.12 3.04, 10.04 and 9.04 10.05 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment). Upon request, the Borrowers (at their expense) shall execute and deliver a Revolving Loan Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection (b) 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 clause (d) of this SectionSection 10.07(d).
Appears in 1 contract
Sources: Credit Agreement (FGL Holdings)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it(including for purposes of this subsection (b); provided, that
provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the 's Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, determined as of the 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) , shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed);
; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's Loans and Commitments, and rights and obligations under this Agreement with respect to the Loans or the Commitment thereto, assigned;
; and (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an loan administrative questionnaire in form and substance reasonably acceptable to Administrative Questionnaire; and
(iv) no assignment shall be made to a natural personAgent. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 3.093.01, 3.113.04, 3.12 3.05 and 9.04 11.04 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment). Upon request, each Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause subsection (d) of this Section.
Appears in 1 contract
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans Loan at the time owing to it); provided, provided that:
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate or Related Fund of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans Loan of the assigning Lender subject to each such assignment (determined as of the 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 DateAgent) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, 500,000 unless each of Borrower and the Administrative Agent andotherwise consent;
(ii) except in the case of an assignment to a Lender or an Affiliate or Related Fund of a Lender, unless an Event of Default has occurred and is continuingthe Administrative Agent must give its prior written consent to such assignment, KCMH otherwise consents (in each such consent case not to be unreasonably withheld withheld, conditioned or delayed);; 94 Bakersfield Refinery - HoldCo Credit Agreement
(iiiii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assignedAgreement;
(iiiiv) except in the case of an assignment to an Affiliate, the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and 3,500;
(v) the Eligible Assigneeassignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(ivvi) no assignment the Borrower’s consent shall be made required if the assignee is (x) a direct competitor of ExxonMobil (or any Person that owns, directly or indirectly, at least majority of the Capital Stock of any such direct competitor) or (y) any Person whose primary investment strategy is purchasing credits of companies in financial distress, including any such Person that is or would reasonably be recognized or categorized as a vulture fund by reputable institutions that are participants in the financial markets; provided further that any consent of Borrower otherwise required under this clause (b) shall not be required if any Event of Default under paragraphs (a), (b) or, solely with respect to Borrower, (f) has occurred and is continuing and shall be deemed given if Borrower has not responded to a natural personrequest for such consent within five (5) Business Days of the request. Subject to notice to KCMH and Upon acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of this SectionSection 10.04(d), from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 3.092.11, 3.11, 3.12 2.12 and 9.04 with respect to facts and circumstances occurring prior to such Assignment Date10.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection Section 10.04(b) 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 clause (d) of this SectionSection 10.04(f).
Appears in 1 contract
Sources: Credit Agreement (Global Clean Energy Holdings, Inc.)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided, that
provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, determined as of the 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) , shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an so long as no Event of Default has occurred and is continuing, KCMH Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed);
; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;
, except that this clause (ii) shall not apply to rights in respect of Swing Line Loans; (iii) any assignment of a Commitment must be approved by Administrative Agent, the L/C Issuer and Swing Line Lender unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.093.01, 3.113.04, 3.12 3.05, and 9.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause subsection (d) of this Section.
Appears in 1 contract
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans its Loan at the time owing to it); provided, that
(i) except in provided that the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans any such assignment shall be at the time owing to it least $1,000,000 (or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunderx) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each Lender, if less or (y) such assignment (determined lesser amount as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” may agree to in its discretion); provided further that simultaneous assignments by or to two or more Approved Funds shall be combined for purposes of determining whether the minimum assignment requirement is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed);met.
(iii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;
(ii) any assignment of a Commitment must be approved by the Administrative Agent (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(iii) the parties to each assignment shall (A) execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent or (B) if previously agreed with the Administrative Agent, manually execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 3,500, which the Administrative Agent may waive or reduce in its sole discretion, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made to a natural personQuestionnaire and any tax forms required under Section 3.01(e). Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.093.01, 3.113.04, 3.12 3.05, and 9.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause subsection (d) of this Section.
Appears in 1 contract
Sources: Senior Secured Term Loan Agreement (Energy Transfer Equity, L.P.)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Tranche B Commitment and the Loans at the time owing to it); providedprovided that except in the case of an assignment to a Lender, thatan Affiliate of the assigning Lender or an Approved Fund, any such assignment shall be subject to the following conditions:
(i) except in the case of an any assignment made in connection with the primary syndication of the entire remaining amount Tranche B Commitment and Loans by the Arranger made within 30 days of the assigning Lender’s Commitment and the Loans at the time owing to it Closing Date or in connection with the case Disqualification of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, (A) the consent (not to be unreasonably withheld or delayed) of the Administrative Agent shall be required and (B) the aggregate amount of the Tranche B Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Tranche B Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the 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) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed)1,000,000;
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans Loan or the Tranche B Commitment assigned;; and
(iii) the parties Lenders (other than the Arranger or any Affiliate thereof) party to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 (except that simultaneous assignments by or to two or more Funds under common management shall require the payment of only a single processing and recordation fee), and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of this Section, from and after the Assignment Date specified in each Assignment and Assumption (an “Assignment Date”), the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.09, 3.11, 3.12 and 9.04 with respect to facts and circumstances occurring prior to such Assignment Date. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (d) of this Section.
Appears in 1 contract
Sources: Credit Agreement (Stockbridge/Sbe Investment Company, LLC)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided, provided that
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the 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) shall not be less than $5,000,000 5,000,000, unless such assignment is made to an existing Lender, to an Affiliate thereof, or to an integral multiple of $1,000,000 Approved Fund, in excess thereofwhich case no minimum amount shall apply, unless each of the Administrative Agent and, unless an so long as no Default or Event of Default has occurred and is continuing, KCMH the Borrower otherwise consents consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent ten (10) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such tenth (10th) Business Day;
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans Loan or the Commitment assigned;
(iii) any assignment must be approved by the Administrative Agent and, in the case of an assignment in respect of the Revolving Credit Facility, the Swingline Lender and the Issuing Lender, unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee);
(iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of this Section, from and after the Assignment Date specified in each Assignment and Assumption (an “Assignment Date”), the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.09, 3.11, 3.12 and 9.04 with respect to facts and circumstances occurring prior to such Assignment Date. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (d) of this Section.
Appears in 1 contract
Sources: Credit Agreement (Blackbaud Inc)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a any portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment Revolving Commitments, the Revolving Advances owing to it, and the Loans participations in Letter of Credit Obligations) at the time owing to it); provided, however, that:
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Revolving Commitment and the Loans at the time Revolving Advances owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund (as defined in subsection (g) of this Section) with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance Revolving Commitments and Revolving Advances of the Loans of the assigning such Lender subject being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance 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 Dateassignment) shall not be less than $5,000,000 or an integral multiple 5,000,000, and, after giving effect thereto, the assigning Lender shall have Revolving Commitments and of at least $1,000,000 5,000,000, in excess thereof, each case unless each of otherwise agreed to by the Borrower and the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed)Agent;
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;
(iii) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with Acceptance; and
(iii) each Eligible Assignee (other than an Eligible Assignee that is a processing and recordation fee Lender or an Affiliate of $3,500 and the Eligible Assignee, if it shall not be a Lender, ) shall deliver pay to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance $3,500 processing and recording thereof by fee. Any such assignment need not be ratable as among the Facilities. Upon satisfaction of clauses (i) – (iii) above, the Administrative Agent shall accept and record such Assignment and Assumption pursuant to clause paragraph (c) of this Section, and from and after the Assignment Date effective date specified in each such Assignment and Assumption Acceptance, (an “Assignment Date”), A) the Eligible Assignee thereunder shall be a party to this Agreement hereto for all purposes and, to the extent of the interest that rights and obligations hereunder have been assigned by to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender under this Agreement, hereunder and the (B) such assigning Lender thereunder shall, to the extent of the interest that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AssumptionAcceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all or the remaining portion of the assigning such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.092.09, 3.112.11, 3.12 10.04 and 9.04 10.05 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause subsection (d) of this Section.
Appears in 1 contract
Sources: Revolving Credit Agreement (Seahawk Drilling, Inc.)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitments and the Loans at the time owing to it); provided, provided that:
(i) with respect to any assignment of any Commitment and/or Loans, except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, determined as of the 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) , shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, CN$5,000,000 unless each of the Administrative Agent and, unless an so long as no Event of Default has occurred and is continuing, KCMH the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed);
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;; and
(iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 CN$3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.093.01, 3.11, 3.12 and 9.04 with respect to facts and circumstances occurring prior to such Assignment Date. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (d) of this Section.3.04,
Appears in 1 contract
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it)Agreement; provided, provided that
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Term Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Term Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date of the Assignment and Assumption Agreement with respect to such assignment is delivered to recorded by the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade DateAgent) shall not be less than $5,000,000 2,500,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH shall otherwise consents consent (each such consent not to be unreasonably withheld or delayeddelayed and such approval to be deemed to have been given if a response is not received within five (5) Business Days from the date on which request for approval was received by the applicable Person);
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Term Loans or the Commitment assigned;; and
(iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment Agreement to be manually executed and Assumptiondelivered, together with, except in the case of an assignment to an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 3,500, and the Eligible Assignee, if it shall not be a Lender, and if required, shall deliver to the Administrative Agent an Administrative Questionnaire; Questionnaire and
(iv) no assignment shall be made to a natural person, if required, applicable tax forms. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of this Sectionsubsection 9.1C, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Agreement, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AssumptionAgreement, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AssumptionAgreement, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.09, 3.11, 3.12 subsections 2.7 and 9.04 9.2 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 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 clause (d) of this Section.subsection 9.1 D.
Appears in 1 contract
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided, provided that
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the 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) shall not be less than $5,000,000 5,000,000, in the case of any assignment in respect of a revolving facility, or an integral multiple $1,000,000, in the case of $1,000,000 any assignment in excess thereofrespect of a term facility, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed);
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans Loan or the Commitment commitment assigned;
(iii) any assignment of a commitment must be approved by Administrative Agent and LC Issuer unless the Person that is the proposed assignee is itself a Lender with a commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee);
(iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with the Note subject to such assignment and a processing and recordation fee of $3,500 3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(ivv) no such assignment shall be made (x) to Borrower or any of Borrower’s Affiliates or Subsidiaries, or (y) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (y), or (z) to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits benefits, and subject to the requirements, of Sections 3.093.2, 3.113.4, 3.12 3.5 and 9.04 10.4 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause subsection (d) of this Section.
Appears in 1 contract
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a any portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment Commitments, the Advances owing to it, and the Loans participations in Letter of Credit Obligations) at the time owing to it); provided, however, that
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time Advances owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance Commitments and Advances of the Loans of the assigning such Lender subject being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance 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 Dateassignment) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed)5,000,000;
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assignedAgreement;
(iii) the parties to each such assignment shall execute and deliver to the Administrative Agent Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative QuestionnaireAcceptance; and
(iv) no assignment each Eligible Assignee (other than an Eligible Assignee that is a Lender or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 processing and recording fee; provided, however that only one such fee shall be made payable in the event of contemporaneous assignments to a natural personor by two or more Approved Funds. Subject to notice to KCMH and Upon such execution, delivery, acceptance and recording thereof by the Administrative Agent pursuant to clause paragraph (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption Acceptance, (an “Assignment Date”), A) the Eligible Assignee thereunder shall be a party to this Agreement hereto for all purposes and, to the extent of the interest that rights and obligations hereunder have been assigned by to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender under this Agreement, hereunder and the (B) such assigning Lender thereunder shall, to the extent of the interest that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AssumptionAcceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all or the remaining portion of the assigning such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.092.11, 3.112.13, 3.12 10.04 and 9.04 10.05 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause subsection (d) of this Section.
Appears in 1 contract
Assignments by Lenders. Any Each Lender may at any time assign to one or more Eligible Assignees Institutions all or a portion of its interest, rights and obligations under this Agreement (including all or a portion of its Commitment Commitment) and the Loans at the time owing to it)other Loan Documents; provided, that
however, that with respect to any assignment, (i) except in unless the case of an assignment assignee is (prior to the effective time of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of assignment) an assignment to a existing Lender or an Affiliate of a Lender or an Approved Fund with respect to a existing Lender, the aggregate amount Administrative Agent and, if no Event of Default has occurred and is continuing, Multicare (on behalf of the Commitment Borrowers) must give their prior written consent to such assignment (which for this purpose includes Loans outstanding thereunderconsents shall not be unreasonably withheld), (ii) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject parties to each such assignment (determined as of the date the Assignment shall execute and Assumption with respect deliver 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) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuingcontinuing Multicare (on behalf of the Borrowers), KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed);
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;
(iii) the parties to each assignment shall execute and deliver to the Administrative Agent for their acceptance, an Assignment and AssumptionAcceptance Agreement in substantially the form of Exhibit F hereto (the "Assignment and Acceptance"), together with (A) any Note subject to such assignment, and (B) a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to 3,500.00 or such lesser amount as is required for the Administrative Agent to receive an Administrative Questionnaire; and
aggregate amount equal to $3,500.00 under this Agreement and the Acquisition Corp. Credit Agreement in respect of such transfer, (iii) with respect to any assignment of or interest hereunder, such Lender shall contemporaneously assign to the same assignee a proportionately equal amount of its interest in the Acquisition Corp. Credit Agreement, (iv) no Lender may make a partial assignment shall be made if the amount of its portion of the Commitment and (without duplication) the outstanding Loans, together with the amount of its interest under the Acquisition Corp. Credit Agreement assigned in accordance with clause (vi) below is, or after giving effect to the proposed assignment would be, less than Ten Million Dollars ($10,000,000.00), (v) unless the assignee is (prior to the effective time of the assignment) a natural person. Subject Lender hereunder, the aggregate amount of any interest so sold to notice to KCMH and acceptance and recording thereof by the Administrative Agent any assignee pursuant to any partial assignment hereunder, together with the aggregate amount so sold to such assignee in accordance with clause (cvi) below may not be less than Ten Million Dollars ($10,000,000.00), and (vi) with respect to any assignment of this Sectionan interest hereunder, the assigner shall contemporaneously assign to the same assignee a proportionately equal amount of its interest under the Acquisition Corp. Credit Agreement. "Partial assignment" as used in clauses (iv) and (v) above means any assignment of a Lender's rights and obligations hereunder except an assignment of all of such Lender's rights and obligations such that after the assignment such Lender shall have no Commitment and no interest in any Loans or Letters of Credit hereunder. Upon compliance with clauses (i) through (vi) above, from and after the Assignment Date effective date specified in each the relevant Assignment and Assumption Acceptance, (an “Assignment Date”), x) the Eligible Assignee thereunder assignee shall be a party to this Agreement andand the other Loan Documents to which the assignor was a party, and to the extent of the interest assigned by provided in such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender under this Agreement, Agreement and under the other Loan Documents and (y) the assigning Lender thereunder shall, to the extent of the interest assigned by provided in such Assignment and AssumptionAcceptance, be released from its obligations under this Agreement (and, in and the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.09, 3.11, 3.12 and 9.04 with respect to facts and circumstances occurring prior to such Assignment Date. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (d) of this Sectionother Loan Documents.
Appears in 1 contract
Sources: Credit Agreement (Genesis Eldercare Acquisition Corp)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees banks, financial institutions or other institutional lenders all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans Loan at the time owing to it); provided, provided that
(i) the assignee is not a Regulation U Bank and the assignee funds the purchase price of its assignment from, and from sources, outside the United States,
(ii) the Borrower must be promptly notified of such assignment,
(iii) except in the case of an assignment to a Lender or an Affiliate of a Lender, the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing Administrative Agent must give its prior written consent to it such assignment (which consent shall not be unreasonably withheld or delayed),
(iv) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, assignment of the aggregate entire remaining amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effectassigning Lender’s Loan, the principal outstanding balance amount of the Loans Loan of the assigning Lender subject to each such assignment (determined as of the 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) shall not be less than $5,000,000 1,000,000 or an integral multiple of $1,000,000 in excess thereof, thereof unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed);consents,
(iiv) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;Agreement,
(iiivi) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption (such Assignment and Assumption to be (A) electronically executed and delivered to the Administrative Agent via an electronic settlement system then acceptable to the Administrative Agent, which shall initially be the settlement system of ClearPar, LLC, or (B) manually executed and delivered together with with, unless such assignment shall be to a Lender or an Affiliate of a Lender, a processing and recordation fee of $3,500 and 3,500),
(vii) the Eligible Assigneeassignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; Questionnaire and any applicable tax forms as may have been requested by the Borrower,
(viii) the assignee confirms the appointment and duties of the Administrative Agent and the Collateral Agent under Article VIII,
(ix) the parties to each such assignment shall execute and deliver to each of the Agents a Spanish Assignment Agreement, notarized and apostilled as provided in paragraph (e) of this Section, and
(ivx) no the parties to each such assignment shall be made shall, to the extent they have theretofore not delivered an Agent’s Power of Attorney, duly execute and deliver to the Collateral Agent a natural personduly executed, notarized and apostilled Agent’s Power of Attorney. Subject to notice to KCMH and Upon acceptance and recording thereof by the Administrative Agent pursuant to clause paragraph (cd) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 3.092.08, 3.112.09, 3.12 2.10 and 9.04 with respect 9.03 and shall continue to facts and circumstances occurring prior be obligated pursuant to such Assignment DateSection 9.14). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 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 clause paragraph (df) of this Section.
Appears in 1 contract
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees Assignees, and subject to the provisions of Section 9.04(e) may sell participations in, all or a portion of its rights and obligations under this Agreement to one or more Eligible Assignees (including all or a portion of its Commitment and the Loans at the time owing to held by it); provided, provided that
(i) except the Borrower and the Agent must give their prior written consent to such assignment and participation (which consent shall not be unreasonably withheld), (ii) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or assignment, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a assignment of the entire remaining amount of the assigning Lender's Commitment, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption Acceptance 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 DateAgent) shall not be less than equal to $5,000,000 or an integral a multiple of $1,000,000 in excess thereof, unless each the Borrower and the Agent otherwise consent, (iii) in the case of the Administrative Agent andan assignment, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed);
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement with respect to Agreement, (iv) in the Loans or the Commitment assigned;
(iii) case of an assignment, the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,500 3,500, and (v) in the Eligible Assigneecase of an assignment, the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
provided further that any consent of the Borrower otherwise required under this paragraph (ivb) no assignment shall not be made to a natural personrequired if an Event of Default under paragraph (a), (b), (h), (i), or (m) of Section 7.01 has occurred and is continuing. Subject to notice to KCMH and Upon acceptance and recording thereof by the Administrative Agent pursuant to clause paragraph (cd) of this Sectionbelow, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Acceptance, the Eligible Assignee assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, have (in addition to any such rights and obligations theretofore held by it) the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all of the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 3.09, 3.11, 3.12 2.11 and 9.04 with respect to facts and circumstances occurring prior to such Assignment Date9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection paragraph (b) 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 clause (d) of this Sectionobligations.
Appears in 1 contract
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided, provided that:
(i) except in the case of an any assignment (a) of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it it, or in the case of an assignment (b) to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the 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) shall not be less than $5,000,000 or an integral multiple of 1,000,000 and $1,000,000 in excess increments thereof, or if less, all of such Lender’s remaining Loans and commitments of the applicable Class (provided, that contemporaneous assignments to or by two or more affiliated Approved Funds shall be aggregated for purposes of meeting such minimum transfer amount), unless each of the Administrative Agent andAgent, unless an and so long as no Event of Default under Section 8.01(a), (b), (g), or (h) has occurred and is continuing, KCMH the Borrower Agent otherwise consents (each such consent not to be unreasonably withheld or delayed, and which consent shall be deemed to have been given by the Borrower Agent if the Borrower Agent has not responded within ten (10) Business Days of a written request for such consent); provided that such consent of the Borrower Agent shall not be required in connection with the primary syndication of the Loans to persons (or any Affiliate or Approved Fund thereof) which the Borrower Agent has previously consented to in writing (including by email);
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans Loan or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches on a non-pro rata basis;
(iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 (which fee may be waived or reduced by the Administrative Agent in its discretion), and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and;
(iv) no assignment shall be made to a Disqualified Institution without the Borrower Agent’s consent in writing (which consent may be withheld in its sole discretion), and upon an inquiry by any Lender to the Administrative Agent as to whether a specific potential assignee or prospective participant is a Disqualified Institution, the Administrative Agent shall be permitted to disclose to such Lender whether such specific potential assignee or prospective participant is on the list of Disqualified Institutions; provided that the Administrative Agent shall not be responsible for, nor have any liability in connection with, maintaining, updating, monitoring or enforcing the list of Disqualified Institutions unless caused by or is the result of the negligence (including, without limitation, gross negligence), bad faith or willful misconduct of the Administrative Agent or its Related Parties, and each Borrower jointly and severally agrees to indemnify the Administrative Agent for any loss, cost or expense arising from any assignment to a Disqualified Institution that is not caused by or does not result from the negligence (including, without limitation, gross negligence), bad faith or willful misconduct of the Administrative Agent or its Related Parties.
(i) notwithstanding anything to the contrary contained in this Agreement, any Lender may assign all or a portion of its Loans to any Person who is or, after giving effect to such assignment, would be an Equity Investor (other than Affiliated Debt Funds) or an Affiliate of Holdings (other than Holdings, any Borrower or any of their respective subsidiaries or any natural person) (collectively, the “Sponsor Investors”) (without the consent of any Person); provided that (1) the assigning Lender and each Sponsor Investor purchasing such Lender’s Loans shall execute and deliver to the Administrative Agent an Affiliate Assignment and Assumption via an electronic settlement system or by manual execution, (2) at the time of such assignment after giving effect to such assignment, the aggregate principal amount of all Loans held by the Sponsor Investors shall not exceed 25% of the aggregate principal amount of all Loans then outstanding under this Agreement and (3) all parties to the relevant repurchases shall render customary “big-boy” disclaimer letters or any such disclaimers shall be incorporated into the terms of the Affiliate Assignment and Assumption.
(A) notwithstanding anything to the contrary in this Agreement, the Sponsor Investors shall not have any right to (1) attend (including by telephone or electronic means) any meeting or discussions (or portion thereof) among the Administrative Agent or any Lender to which representatives of the Credit Parties are not invited or (2) receive any information or material provided by the Administrative Agent or any Lender solely to the Lenders or any communication by or among the Administrative Agent and/or one or more Lenders or have access to the Platform used to distribute information to the Lenders, except to the extent such information or materials have been made available to any Credit Party or its representatives.
(B) notwithstanding anything in Section 10.04(b) or the definition of “Required Lenders” to the contrary, for purposes of determining whether the Required Lenders (or all Lenders or affected Lenders) have consented (or not consented) to any amendment, modification, waiver or consent with respect to any of the terms of any Loan Document or any departure by any Credit Party therefrom, the Loans of such Sponsor Investor shall not be included in the calculation of Required Lenders (or if such non-voting designation is unenforceable for any reason, such Sponsor Investor shall be deemed to have voted its interest as a Lender without discretion in the same proportion as the allocation of voting with respect to such matter by Lenders who are not Sponsor Investors); provided that no amendment, modification, waiver or consent with respect to any Loan Document shall deprive such Sponsor Investor of its pro rata share of any payments to which such Sponsor Investor is entitled under the Loan Documents and the Sponsor Investor shall be entitled to vote on any amendment pursuant to Section 10.02(b)(i) - (xi) or which disproportionately affects such Sponsor Investor; and in furtherance of the foregoing, the Sponsor Investor agrees to execute and deliver to the Administrative Agent any instrument reasonably requested by the Administrative Agent to evidence the voting of its interest as a Lender in accordance with the provisions of this Section 10.04(b)(v); provided that if the Sponsor Investor fails to promptly execute such instrument such failure shall in no way prejudice any of the Administrative Agent’s rights under this paragraph.
(vi) (A) notwithstanding anything to the contrary herein, each Sponsor Investor, in its capacity as a Lender, in its sole and absolute discretion, may make one or more capital contributions or assignments of Loans that it acquires in accordance with Section 10.04(b)(v) directly or indirectly to Holdings or a Borrower solely in exchange for Equity Interests of Holdings (other than Disqualified Capital Stock) upon written notice to the Administrative Agent. Immediately upon Holdings’ or a Borrower’s acquisition of Loans from a Sponsor Investor, (x) such Loans and all rights and obligations as a Lender related thereto shall for all purposes (including under this Agreement, the other Loan Documents and otherwise) be deemed to be irrevocably prepaid, terminated, extinguished, cancelled and of no further force and effect and such Borrower shall neither obtain nor have any rights as a Lender hereunder or under the other Loan Documents by virtue of such capital contribution or assignment.
(vii) notwithstanding anything to the contrary contained in this Section 10.04(b) or any other provision of this Agreement, each Lender shall have the right at any time to sell, assign or transfer all or a portion of its Loans owing to it to Holdings, any Borrower or any of their Subsidiaries on a non-pro rata basis, subject to the following limitations:
(A) no Default or Event of Default has occurred and is then continuing, or would immediately result therefrom;
(B) Holdings, any Borrower or any of their Subsidiaries shall repurchase such Loans through either (y) conducting one or more modified Dutch auctions or other buy-back offer processes (each, an “Offer Process”) with a third party financial institution as auction agent to repurchase all or any portion of the Loans provided that, (A) notice of such Offer Process shall be made to all Lenders, and (B) such Offer Process is conducted pursuant to procedures mutually established by the Administrative Agent and the Borrowers which are consistent with this Section 10.04(b)(vii) or (z) open market purchases on a non-pro rata basis;
(C) with respect to all repurchases made by Holdings, a Borrower or any of their Subsidiaries pursuant to this Section 10.04(b)(vii), none of Holdings, any Borrower or any of their respective Subsidiaries shall be required to make any representations that Holdings, such Borrower or such Subsidiary is not in possession of any information regarding Holdings, its Subsidiaries or its Affiliates, or their assets, Borrowers’ ability to perform their Obligations or any other matter that may be material to a decision by any Lender to participate in any offer or enter into any Affiliate Assignment and Assumption or any of the transactions contemplated thereby that has not previously been disclosed to the Administrative Agent and Private ▇▇▇▇▇▇, (v) the repurchases are in compliance with Sections 6.03 and 6.06 hereof, (w) no Default or Event of Default has occurred and is continuing or would result from such repurchase, (x) Holdings, such Borrower or such Subsidiary shall not use the proceeds of any revolving loans or swing line loans under the First Lien Credit Agreement to acquire such Loans, (y) the assigning Lender and Holdings, such Borrower or such Subsidiary, as applicable, shall execute and deliver to the Administrative Agent an Affiliate Assignment and Assumption in form and substance reasonably satisfactory to the Administrative Agent and (z) all parties to the relevant repurchases shall render customary “big-boy” disclaimer letters or any such disclaimers shall be incorporated into the terms of the Affiliate Assignment and Assumption; and
(D) following repurchase by Holdings, such Borrower or such Subsidiary pursuant to this Section, the Loans so repurchased shall, without further action by any Person, be deemed cancelled for all purposes and no longer outstanding (and may not be resold by Holdings, such Borrower or such Subsidiary), for all purposes of this Agreement and all other Loan Documents, including, but not limited to (1) the making of, or the application of, any payments to the Lenders under this Agreement or any other Loan Document, (2) the making of any request, demand, authorization, direction, notice, consent or waiver under this Agreement or any other Loan Document or (3) the determination of Required Lenders, or for any similar or related purpose, under this Agreement or any other Loan Document and the Borrowers shall neither obtain nor have any rights as a Lender hereunder or under the other Loan Documents by virtue of such repurchase (without limiting the foregoing, in all events, such Loans may not be resold or otherwise assigned, or subject to any participation, or otherwise transferred by the Borrowers). In connection with any Loans repurchased and cancelled pursuant to this Section 10.04(b)(vii) the Administrative Agent is authorized to make appropriate entries in the Register to reflect any such cancellation. Subject to notice to KCMH and acceptance and the recording thereof by the Administrative Agent pursuant to clause paragraph (c) of this SectionSection 10.04, from and after the Assignment Date specified date such recordation in each Assignment and Assumption (an “Assignment Date”)the Register is made, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption or Affiliate Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption or Affiliate Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption or Affiliate Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.09Section 2.12, 3.112.13, 3.12 2.15, and 9.04 10.03 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 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 clause paragraph (d) of this SectionSection 10.04.
Appears in 1 contract
Sources: Second Lien Credit Agreement (Transfirst Holdings Corp.)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided, provided that:
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the 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) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof1,000,000, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed);
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans Loan or the Commitment assigned;
(iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with the Note subject to such assignment and a processing and recordation fee of $3,500 3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative QuestionnaireQuestionnaire in form satisfactory to Administrative Agent; and
(iv) no such assignment shall be made (x) to Company or any of Company’s Affiliates or Subsidiaries, or (y) to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits benefits, and subject to the requirements of, of Sections 3.093.2, 3.113.4, 3.12 3.5 and 9.04 10.4 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause subsection (d) of this Section.
Appears in 1 contract
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided, provided that:
(i) except (A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment Commitments, if any, and the Loans at the time owing to it it, or (B) in the case of an assignment to a Lender or an Affiliate and the assigning Lender retains a Commitment of a Lender or an Approved Fund with respect to a Lender$5,000,000, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, determined as of the 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) , shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof5,000,000, unless each of the Administrative Agent and, unless an so long as no Event of Default has occurred and is continuing, KCMH Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed);
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;
(iii) any assignment of a Commitment must be approved by Administrative Agent unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee payable by such assignor Lender (and not at Borrower’s expense) of $3,500 3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.093.2, 3.113.3, 3.12 3.7 and 9.04 3.8 and Section 10.4 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender against receipt by Borrower of the canceled original Note of the assignor, if its entire Commitment was assigned, or evidence that such assignor’s Note is marked to reflect its reduction.. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause subsection (d) of this Section. Each Eligible Assignee of a Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for Federal income tax purposes, must (to the extent it has not already done so) provide Administrative Agent and Borrower with the “Prescribed Forms” referred to in Section 3.8(d).
Appears in 1 contract
Sources: 364 Day Credit Agreement (Plains All American Pipeline Lp)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a any portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment and Commitments, the Loans Advances owing to it, participations in Letter of Credit Obligations at the time owing to it); provided, however, that
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans Advances being assigned at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance Commitments and Advances of the Loans of the assigning such Lender subject being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance 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 Dateassignment) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed)5,000,000.00;
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans Advances or the Commitment assigned;
(iii) the parties to each such assignment shall execute and deliver to the Administrative Agent Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with Acceptance; and
(iv) each Eligible Assignee (other than an Eligible Assignee that is a Lender or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 processing and recordation recording fee of $3,500 and the Eligible Assigneeshall, if it shall is not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made to a natural person. Subject to notice to KCMH and Upon such execution, delivery, acceptance and recording thereof by the Administrative Agent pursuant to clause paragraph (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption Acceptance, (an “Assignment Date”), A) the Eligible Assignee thereunder shall be a party to this Agreement hereto for all purposes and, to the extent of the interest that rights and obligations hereunder have been assigned by to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender under this Agreement, hereunder and the (B) such assigning Lender thereunder shall, to the extent of the interest that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AssumptionAcceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all or the remaining portion of the assigning such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.092.13, 3.112.14, 3.12 9.04 and 9.04 9.05 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 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 clause paragraph (d) of this Section.
Appears in 1 contract
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided, that
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption Agreement with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and AssumptionAcceptance, as of the Trade Date) shall not be less than $5,000,000 10,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH the Borrower otherwise consents consent (each such consent not to be unreasonably withheld or delayed);
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;
(iii) any assignment of a Commitment must be approved by the Administrative Agent (such approval not to be unreasonably withheld) unless the Person that is the proposed assignee is itself a Lender with a Commitment or an Affiliate of such Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of this Section, from and after the Assignment Date specified in each Assignment and Assumption (an “Assignment Date”), the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.09, 3.11, 3.12 and 9.04 with respect to facts and circumstances occurring prior to such Assignment Date. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (d) of this Section.
Appears in 1 contract
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees assignees who are in the business of making revolving loans all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided, provided that
(i) each Issuing Lender and, except in the case of an assignment to a Lender or an Affiliate of a Lender, the entire remaining amount Administrative Agent (and (A) in the case of an assignment of all or a portion of a Commitment or any Lender's obligations in respect of its Swingline Exposure, the assigning Lender’s Commitment Swingline Lender and (B) unless a Default shall have occurred and be continuing, the Loans at the time owing Borrower) must give its prior written consent to it such assignment (which consents shall not be unreasonably withheld or delayed),
(ii) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a assignment of the entire remaining amount of the assigning Lender's Commitment, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption Acceptance 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 DateAgent) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed);consents,
(iiiii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;Agreement,
(iiiiv) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance (such Assignment and Acceptance to be (A) electronically executed and delivered to the Administrative Agent via an electronic settlement system then acceptable to the Administrative Agent, which shall initially be the settlement system of ClearPar, LLC, or (B) manually executed and delivered together with a processing and recordation fee of $3,500 and 3,500), and
(v) the Eligible Assigneeassignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall Questionnaire and any applicable tax forms as may be made to a natural personrequested by the Administrative Agent. Subject to notice to KCMH and Upon acceptance and recording thereof by the Administrative Agent pursuant to clause paragraph (cd) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Acceptance, the Eligible Assignee assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.09, 3.11, 3.12 and 9.04 with respect to facts and circumstances occurring prior to such Assignment Date. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (d) of this Section.a
Appears in 1 contract
Assignments by Lenders. (1) Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans Advances at the time owing to it); provided, provided that:
(ia) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans Advances at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment being assigned (which for this purpose includes Loans Advances outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans Advances of the assigning Lender subject to each such assignment (determined as of the 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) shall not be less than US $5,000,000 or an integral multiple of $1,000,000 in excess thereof10,000,000, unless each of the Administrative Agent and, unless an Event of so long as no Default has occurred and is continuing, KCMH the Borrower otherwise consents consent to a lower amount (each such consent not to be unreasonably withheld or delayed);
(iib) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assignedAgreement;
(iiic) any assignment must be approved by each Issuing Bank (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender;
(d) any assignment must be approved by the Agent (such approval not to be unreasonably withheld or delayed) unless:
(i) the proposed assignee is itself already a Lender, or
(ii) the proposed assignee is a bank whose senior, unsecured, non-credit enhanced, long term debt is rated at least A3, A- or A low by at least two of ▇▇▇▇▇’▇ Investor Services Inc., Standard & Poor’s, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. and Dominion Bond Rating Service Limited, respectively;
(e) any assignment must be approved by the Borrower (such approval not to be unreasonably withheld or delayed) unless the proposed assignee is itself already a Lender or a Default has occurred and is continuing; and
(f) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 5,000 and the Eligible Assignee, if it shall is not be a Lender, shall deliver to any administrative questionnaire required by the Administrative Agent an Administrative Questionnaire; andAgent.
(iv2) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of this SectionSection 10.3, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this AgreementAgreement and the other Loan Documents, including any Security, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.0911.7, 3.1111.8 and 11.9, 3.12 and 9.04 shall continue to be liable for any breach of this Agreement by such Lender, with respect to facts and circumstances occurring prior to before the effective date of such Assignment Dateassignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 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 clause (d) of this SectionSection 10.4. Any payment by an assignee to an assigning Lender in connection with an assignment or transfer shall not be or be deemed to be a repayment by the Borrower or a new Advance to the Borrower.
Appears in 1 contract
Sources: Credit Agreement (Iamgold Corp)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided, provided that:
(ia) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if a “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 or an integral multiple 5,000,000, in the case of $1,000,000 any assignment in excess thereofrespect of a RC Loan and RC Commitment, unless each of the Administrative Agent Agent, at the written direction of the Majority Lenders, and, unless an so long as no Event of Default has occurred and is continuing, KCMH the Borrower otherwise consents consent (each such consent not to be unreasonably withheld or delayed);
(iib) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans Loan or the Commitment assigned;
(iiic) [Reserved];
(d) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 (in the aggregate per assignment), and the Eligible Assignee, if it shall is not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of this Section, from and after the Assignment Date specified in each Assignment and Assumption (an “Assignment Date”), the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.09, 3.11, 3.12 and 9.04 with respect to facts and circumstances occurring prior to such Assignment Date. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (d) of this Section.;
Appears in 1 contract
Sources: Credit Agreement (New Enterprise Stone & Lime Co., Inc.)
Assignments by Lenders. (1) Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans Advances at the time owing to it); provided, provided that:
(ia) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans Advances at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment being assigned (which for this purpose includes Loans Advances outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans Advances of the assigning Lender subject to each such assignment (determined as of the 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) shall not be less than US $5,000,000 or an integral multiple of $1,000,000 in excess thereof10,000,000, unless each of the Administrative Agent and, unless an Event of so long as no Default has occurred and is continuing, KCMH the Borrower otherwise consents consent to a lower amount (each such consent not to be unreasonably withheld or delayed);
(iib) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assignedAgreement;
(iiic) any assignment must be approved by each Issuing Bank (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender;
(d) any assignment must be approved by the Agent (such approval not to be unreasonably withheld or delayed) unless:
(i) the proposed assignee is itself already a Lender, or
(ii) the proposed assignee is a bank whose senior, unsecured, non-credit enhanced, long term debt is rated at least A3, A- or A low by at least two of ▇▇▇▇▇’▇ Investor Services Inc., Standard & Poor’s, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. and Dominion Bond Rating Service Limited, respectively;
(e) any assignment must be approved by the Borrower (such approval not to be unreasonably withheld or delayed) unless the proposed assignee is itself already a Lender or a Default has occurred and is continuing; and
(f) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 5,000 and the Eligible Assignee, if it shall is not be a Lender, shall deliver to any administrative questionnaire required by the Administrative Agent an Administrative Questionnaire; andAgent.
(iv2) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of this SectionSection 10.3, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this AgreementAgreement and the other Loan Documents, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.0911.7, 3.1111.8 and 11.9, 3.12 and 9.04 shall continue to be liable for any breach of this Agreement by such Lender, with respect to facts and circumstances occurring prior to before the effective date of such Assignment Dateassignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 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 clause (d) of this SectionSection 10.4. Any payment by an assignee to an assigning Lender in connection with an assignment or transfer shall not be or be deemed to be a repayment by the Borrower or a new Advance to the Borrower.
Appears in 1 contract
Sources: Credit Agreement (Iamgold Corp)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitments or Loans (including for purposes of this Section 11.06(b), participations in L/C Obligations and the Loans Swingline Loans) at the time owing to it); , provided, that:
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lenderit, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and AssumptionAcceptance, as of the such “Trade Date) ”, shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed)5,000,000;
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;; and
(iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee in the amount of $3,500 3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) no . For the avoidance of doubt, any assignment of Non-Extending Commitments or Loans with respect thereto shall be made continue to a natural personconstitute Non-Extending Commitments hereunder. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Acceptance, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.093.01, 3.113.04, 3.12 3.05 and 9.04 11.04 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Upon request, the Borrowers (at their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (d) of this SectionSection 11.06(d).
Appears in 1 contract
Sources: Asset Based Revolving Credit Agreement (Warrior Met Coal, Inc.)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided, provided that
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s 's Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the 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) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed)5,000,000;
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Loans Loan or the Commitment assigned;
(iii) any assignment of a Commitment must be approved by Administrative Agent unless the Person that is the proposed assignee is itself a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 3,000, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause paragraph (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.09, 3.11, 3.12 Article III and 9.04 Section 10.4 and Section 10.12 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 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 clause paragraph (d) of this Section.
Appears in 1 contract
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided, provided that:
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or and except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a LenderRelated Fund, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, determined as of the 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) , shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an so long as no Event of Default has occurred and is continuing, KCMH Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed);
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment and commitments assigned;
(iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 3,500, provided that only one such fee shall be payable in the event of contemporaneous assignments to or by two or more Related Funds and the Eligible Assignee, if it shall not be a a-Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations obligations, including, if applicable Commitments, of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.09, 3.11, 3.12 3.01 and 9.04 11.04 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Upon request, Borrower (at its expense) shall execute and
deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause subsection (d) of this Section.
Appears in 1 contract
Sources: Senior Secured Term Loan Agreement (William Lyon Homes)
Assignments by Lenders. Any (i) Subject to the conditions set forth in Section 12.04(b)(ii), any Lender may at any time assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and the Loans at the time owing to it); provided, that) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:
(iA) the Borrower, provided that no consent of the Borrower shall be required if such assignment is to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, is to any other assignee;
(B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment to an assignee that is a Lender immediately prior to giving effect to such assignment; and
(C) the Issuing Bank.
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, assignment of the aggregate entire remaining amount of the assigning Lender’s Revolving Credit Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effector Loans, the principal outstanding balance amount of the Revolving Credit Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the 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 DateAgent) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Borrower and the Administrative Agent andotherwise consent, unless provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed);
(iiB) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assignedAgreement;
(iiiC) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and 3,500;
(D) the Eligible Assigneeassignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative QuestionnaireQuestionnaire and shall deliver notice of the Assignment and Assumption to the Borrower; and
(ivE) in no assignment shall be made to event may any Lender assign all or a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause (c) portion of this Section, from and after the Assignment Date specified in each Assignment and Assumption (an “Assignment Date”), the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this AgreementAgreement to (i) the Parent, such the Borrower or any Affiliate of the Borrower, (ii) any natural person or (iii) any Defaulting Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits or any of Sections 3.09its Subsidiaries, 3.11or any Person who, 3.12 and 9.04 with respect to facts and circumstances occurring prior to such Assignment Date. Any assignment or transfer by upon becoming a Lender hereunder, would constitute any of rights or obligations under the foregoing Persons described in this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (d) of this Sectioniii).
Appears in 1 contract
Sources: Credit Agreement (Vanguard Natural Resources, Inc.)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in LC Obligations) at the time owing to it); providedprovided that, that
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, determined as of the 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) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an so long as no Event of Default has occurred and is continuing, KCMH the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed);
(iii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;
(ii) any assignment of a Commitment must be approved by the Administrative Agent, the Swingline Lender and the LC Issuer (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 3,500, which the Administrative Agent may waive in its sole discretion, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(iv) Questionnaire and any tax forms required under Section 3.01(e), but no processing and recordation fee may be charged with respect to any assignment shall be made to a natural personLender or an Affiliate of a Lender. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.093.01, 3.113.04, 3.12 3.05, and 9.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause subsection (d) of this Section.
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