Assignments, Designations and Participations. (a) Each Lender may (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Default has occurred and is continuing, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereof, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owed to it and any Note or Notes held by it); provided, however, that (A) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (B) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (C) each such assignment shall be to an Eligible Assignee, and (D) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with any Note subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (1) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have the rights and obligations of a Lender hereunder and (2) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 5 contracts
Samples: Credit Agreement (DTE Electric Co), Credit Agreement (DTE Electric Co), Credit Agreement (DTE Electric Co)
Assignments, Designations and Participations. (a) Each Lender may (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund) ), and (ii) for so long as no Default has occurred and is continuing, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereof, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Outstanding Credit Advances Exposures owed to it and any Note or Notes held by it); provided, however, that (A) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (B) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment Outstanding Credit Exposure of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (C) each such assignment shall be to an Eligible Assignee, and (D) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with any Note subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (1) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have the rights and obligations of a Lender hereunder and (2) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 5 contracts
Samples: Term Loan Credit Agreement (DTE Electric Co), Credit Agreement (DTE Electric Co), Term Loan Credit Agreement (DTE Electric Co)
Assignments, Designations and Participations. (a) Each Lender may (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayedat any time, and which consent shall not be required in if demanded by the event of an assignment or grant Company pursuant to Sections 8.07(g) or (h) or an assignment to any other LenderSection 2.17, an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Default has occurred and is continuing, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereof, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owed owing to it and any the Revolving Credit Note or Notes held by it); provided, however, that (Ai) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this AgreementAgreement (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and Competitive Bid Notes), (Bii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (Ciii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Company pursuant to Section 2.17 shall be arranged by the Company after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Company pursuant to Section 2.17 (A) so long as a Default shall have occurred and be continuing, (B) unless and until such Lender shall have received one or more payments from either the Company, any other Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement (including, but not limited to, any amounts owing under Section 2.11 and Section 2.14), and the Company shall have satisfied all of its other obligations under this Agreement as of the effective date of the assignment and (DC) if any such Eligible Assignee is not an existing Lender, the Company shall have paid to the Agent a processing and recordation fee of $1,000, (vi) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and AssumptionAcceptance, together with any Revolving Credit Note subject to such assignment and and, if such assignment does not occur as a result of a demand by the Company pursuant to Section 2.17 (in which case the Company shall pay the fee required by clause (v)(C) of this Section 9.07(a)), a processing and recordation fee of $3,500, which fee may be waived by and (vii) in the Agent in its sole discretion if such case of an assignment is to an any Affiliate of such Lender that is engaged in the assigning Lenderbusiness of commercial banking, notice thereof shall have been given to the Company and the Agent. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2y) the Lender assignor thereunder shall, to the extent 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 an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 5 contracts
Samples: Year Credit Agreement (Hershey Co), Credit Agreement (Hershey Co), Credit Agreement (Hershey Co)
Assignments, Designations and Participations. (a) Each Lender may (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayedwithheld, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Default has occurred and is continuing, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereofwithheld, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owed to it and any Note or Notes held by it); provided, however, that (A) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (B) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (C) each such assignment shall be to an Eligible Assignee, and (D) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with any Note subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (1) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have the rights and obligations of a Lender hereunder and (2) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 4 contracts
Samples: Credit Agreement (Dte Energy Co), Credit Agreement (Dte Energy Co), Credit Agreement (Dte Energy Co)
Assignments, Designations and Participations. (a) Each Lender may (i) may, with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fundwithheld) and (ii) for so long as no Default has occurred and is continuing, with the consent of ) the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10withheld) days after having received notice thereof, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owed to it and any Note or Notes held by it); provided, however, that (Ai) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement and, for so long as no Default has occurred and is continuing, shall be made concurrently with an assignment in a ratable amount of such Lender's rights and obligations under the 364-Day Agreement (including, without limitation, all or a portion of its "Commitment", "Revolving Credit Advances" owed to it and any "Note" or "Notes" held by it under (and as each such term is defined in) the 364-Day Agreement), (Bii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (Ciii) each such assignment shall be to an Eligible Assignee, and (Div) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and AssumptionAcceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning Lender3,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2y) the Lender assignor thereunder shall, to the extent 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 an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 4 contracts
Samples: Credit Agreement (Detroit Edison Co), Credit Agreement (Michigan Consolidated Gas Co /Mi/), Credit Agreement (Detroit Edison Co)
Assignments, Designations and Participations. (a) Each Lender may (i) may, with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fundwithheld) and (ii) for so long as no Default has occurred and is continuing, with the consent of ) the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10withheld) days after having received notice thereof, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owed to it and any Note or Notes held by it); provided, however, that (Ai) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement and, for so long as no Default has occurred and is continuing, shall be made concurrently with an assignment in a ratable amount of such Lender's rights and obligations under the Three-Year Agreement (including, without limitation, all or a portion of its "Commitment", "Revolving Credit Advances" owed to it and any "Note" or "Notes" held by it under (and as each such term is defined in) the Three-Year Agreement), (Bii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (Ciii) each such assignment shall be to an Eligible Assignee, and (Div) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and AssumptionAcceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning Lender3,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2y) the Lender assignor thereunder shall, to the extent 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 an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 4 contracts
Samples: Credit Agreement (Detroit Edison Co), Credit Agreement (Detroit Edison Co), Credit Agreement (Michigan Consolidated Gas Co /Mi/)
Assignments, Designations and Participations. (a) Each Lender may (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund) and ), (ii) for so long as no Default has occurred and is continuing, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereof, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), and (iii) with the prior consent of the LC Issuers (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required in the event of an assignment or grant pursuant to Section 8.07(g) or (h)), assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Outstanding Credit Advances Exposures owed to it and any Note or Notes held by it); provided, however, that (A) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (B) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (C) each such assignment shall be to an Eligible Assignee, and (D) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with any Note subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (1) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have the rights and obligations of a Lender hereunder and (2) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 3 contracts
Samples: Assignment and Assumption (DTE Electric Co), Credit Agreement (Dte Energy Co), Assignment and Assumption (Dte Energy Co)
Assignments, Designations and Participations. (a) Each Lender may (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayedwithheld, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Default has occurred and is continuing, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereofwithheld, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owed to it and any Note or Notes held by it); provided, however, that (A) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (B) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (C) each such assignment shall be to an Eligible Assignee, and (D) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and AssumptionAcceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning Lender3,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2) the Lender assignor thereunder shall, to the extent 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 an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 3 contracts
Samples: Credit Agreement (Dte Energy Co), Year Credit Agreement (Dte Energy Co), Year Credit Agreement (Dte Energy Co)
Assignments, Designations and Participations. (a) Each Lender may (i) may, with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fundwithheld) and (ii) for so long as no Default has occurred and is continuing, with the consent of ) the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10withheld) days after having received notice thereof, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owed to it and any Note or Notes held by it); provided, however, that (Ai) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (Bii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (Ciii) each such assignment shall be to an Eligible Assignee, and (Div) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and AssumptionAcceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning Lender3,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2y) the Lender assignor thereunder shall, to the extent 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 an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 3 contracts
Samples: Credit Agreement (Michigan Consolidated Gas Co /Mi/), Credit Agreement (Dte Energy Co), Credit Agreement (Detroit Edison Co)
Assignments, Designations and Participations. (a) -------------------------------------------- Each Lender (other than the Designated Bidders) may (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayedand, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Default has occurred and is continuing, with the consent of if demanded by the Borrower (which consent shall not be unreasonably withheld following a demand by such Lender pursuant to Section 2.10 or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written 2.13) upon at least 10 Business Days' notice to Agent within ten (10) days after having received notice thereofsuch Lender and the Administrative Agent, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owed owing to it and any Revolving Note or Notes held by it); provided, however, that (Ai) each such assignment -------- ------- shall be of a constant, and not a varying, percentage of all rights and obligations under this AgreementAgreement (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and Competitive Bid Notes), (Bii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or 5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof1,000,000, (Ciii) if the assigning Lender is assigning less than all of its Commitment, such assigning Lender shall retain a Commitment of at least $5,000,000, (iv) each such assignment shall be to an Eligible Assignee, and (Dv) 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 AssumptionAcceptance, together with any Revolving Note or Notes subject to such assignment and a processing and recordation fee of $3,5002,500, which fee may be waived (vi) each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Administrative Agent in its sole discretion if such and shall be either an assignment is to an Affiliate of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (vii) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Revolving Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement and (viii) upon each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.07(a) to an Eligible Assignee which is not, before giving effect to such assignment, a Lender, the Borrower shall pay to the Administrative Agent a $2,500 administration fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2y) the Lender assignor thereunder shall, to the extent 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 an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 3 contracts
Samples: Credit Agreement (Cytec Industries Inc/De/), Day Credit Agreement (Cytec Industries Inc/De/), Day Credit Agreement (Cytec Industries Inc/De/)
Assignments, Designations and Participations. (a) Each Lender (other than the Designated Bidders) may (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Default has occurred and is continuing, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereof, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owed owing to it and any the Revolving Credit Note or Notes held by it); provided, however, that (Ai) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this AgreementAgreement (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and Competitive Bid Notes), (Bii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (Ciii) each such assignment shall be to an Eligible Assignee, and (Div) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and AssumptionAcceptance, together with any Revolving Credit Note subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning Lender3,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2y) the Lender assignor thereunder shall, to the extent 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 an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 2 contracts
Samples: Credit Agreement (Detroit Edison Co), Credit Agreement (Detroit Edison Co)
Assignments, Designations and Participations. (a) Each Lender may (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund)) and (ii) for so long as no Default has occurred and is continuing, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereof, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund)), assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owed to it and any Note or Notes held by it); provided, however, that (A) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement and, for so long as no Default has occurred and is continuing, shall be made concurrently with an assignment in a ratable amount of such Lender's rights and obligations (if any) under the 2005 Five-Year Agreement (including, without limitation, all or a portion of its "Commitment", "Revolving Credit Advances" owed to it and any "Note" or "Notes" held by it under (and as each such term is defined in) the 2005 Five-Year Agreement), (B) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (C) each such assignment shall be to an Eligible Assignee, and (D) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and AssumptionAcceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning Lender3,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2) the Lender assignor thereunder shall, to the extent 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 an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 2 contracts
Samples: Credit Agreement (Detroit Edison Co), Credit Agreement (Michigan Consolidated Gas Co /Mi/)
Assignments, Designations and Participations. (a) Each Lender may (iother than the Designated Bidders) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayedmay, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Default has occurred and is continuing, with the consent of if demanded by the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed following a demand by such Lender pursuant to have consented to any such assignment unless it shall object thereto by written Section 2.11) upon at least ten Business Days' notice to such Lender and the Paying Agent within ten (10) days after having received notice thereof, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund)will, assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owed owing to it and any the Revolving Credit Note or Notes held by it); provided, however, that (Ai) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this AgreementAgreement (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and Competitive Bid Notes), (Bii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (Ciii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Paying Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (Dvi) the parties to each such assignment shall execute and deliver to the Paying Agent, for its acceptance and recording in the Register, an Assignment and AssumptionAcceptance, together with any Revolving Credit Note subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (1) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have the rights and obligations of a Lender hereunder and (2) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 2 contracts
Samples: Day Credit Agreement (Federated Department Stores Inc /De/), Credit Agreement (Federated Department Stores Inc /De/)
Assignments, Designations and Participations. (a) Each Lender (other than the Designated Bidders) may and, if demanded by the Company (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required in the event of an assignment or grant following a demand by such Lender pursuant to Sections 8.07(gSection 2.11 or 2.14) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Default has occurred and is continuing, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written upon at least 20 Business Days' notice to Agent within ten (10) days after having received notice thereofsuch Lender and the Agent, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owed owing to it and any the Revolving Credit Note or Notes held by it); provided, however, that (Ai) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this AgreementAgreement (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and Competitive Bid Notes), (Bii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (Ciii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Company pursuant to this Section 9.07(a) shall be arranged by the Company after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Company pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrowers or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (Dvi) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and AssumptionAcceptance, together with any Revolving Credit Note subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived 3,500 payable by the Agent parties to each such assignment, provided, however, that in its sole discretion if the case of each assignment made as a result of a demand by the Company, such recordation fee shall be payable by the Company except that no such recordation fee shall be payable in the case of an assignment is made at the request of the Company to an Affiliate Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of the assigning LenderCompany and the Agent, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AssumptionAcceptance, relinquish its rights (other than its rights under Section 2.11, 2.14 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 2 contracts
Samples: Year Credit Agreement (Polyone Corp), Year Credit Agreement (Polyone Corp)
Assignments, Designations and Participations. (a) Each Lender may (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund)) and (ii) for so long as no Default has occurred and is continuing, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereof, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund)), assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owed to it and any Note or Notes held by it); provided, however, that (A) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement and, for so long as no Default has occurred and is continuing, shall be made concurrently with an assignment in a ratable amount of such Lender's rights and obligations (if any) under the Amended and Restated Five-Year Agreement (including, without limitation, all or a portion of its "Commitment", "Revolving Credit Advances" owed to it and any "Note" or "Notes" held by it under (and as each such term is defined in) the Amended and Restated Five-Year Agreement), (B) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (C) each such assignment shall be to an Eligible Assignee, and (D) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and AssumptionAcceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning Lender3,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2) the Lender assignor thereunder shall, to the extent 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 an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 2 contracts
Samples: Credit Agreement (Detroit Edison Co), Credit Agreement (Michigan Consolidated Gas Co /Mi/)
Assignments, Designations and Participations. (a) Each Lender (other than the Designated Bidders) may (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Default has occurred and is continuing, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereof, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owed owing to it and any the Revolving Credit Note or Notes held by it); provided, however, that (Ai) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this AgreementAgreement (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and Competitive Bid Notes), (Bii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 5,000,000 or an integral multiple of $1,000,000 100,000 in excess thereof, (Ciii) each such assignment shall be to an Eligible Assignee, and (Div) 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 AssumptionAcceptance, together with any Revolving Credit Note subject to such assignment and a processing and recordation fee of $3,500, which fee may $ 2,500 (to be waived paid by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning Lender). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2y) the Lender assignor thereunder shall, to the extent 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 an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 2 contracts
Samples: Credit Agreement (New England Electric System), Credit Agreement (New England Electric System)
Assignments, Designations and Participations. (a) Each Lender (other than the Designated Bidders) may (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Default has occurred and is continuing, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereof, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its CommitmentCommitments, the Revolving Credit Advances owed (other than Competitive Bid Advances) owing to it and any the Note or Notes (other than any Competitive Bid Note) held by it); provided, however, that (Ai) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this AgreementAgreement (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and Competitive Bid Notes), (Bii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof5,000,000, (Ciii) each such assignment shall be to an Eligible Assignee, and (Div) 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 AssumptionAcceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2y) the Lender assignor thereunder shall, to the extent 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 an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 2 contracts
Samples: Pledge Agreement (Paxar Corp), Credit Agreement (Paxar Corp)
Assignments, Designations and Participations. (a) Each Lender (other than the Designated Bidders) may and, if demanded by the Company (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required in the event of an assignment or grant following a demand by such Lender pursuant to Sections 8.07(g) Section 2.11 or (h) 2.14 or an assignment assertion of illegality by such Lender pursuant to any other Lender, an Affiliate of a Lender, or an Approved Fund) Section 2.12 and (ii) for so long as no Event of Default has occurred and is continuing, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written ) upon at least five Business Days' notice to Agent within ten (10) days after having received notice thereofsuch Lender and the Agent, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owed owing to it and any the Revolving Credit Note or Notes held by it); provided, however, that (Ai) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this AgreementAgreement (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and Competitive Bid Notes), (Bii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 25,000,000 (or, in the case of an assignment to a Lender, $5,000,000) or an integral multiple of $1,000,000 in excess thereofthereof unless the Company and the Agent otherwise agree, (Ciii) each such assignment shall be to an Eligible Assignee, and (Div) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with any Note subject to such assignment and made as a processing and recordation fee result of $3,500, which fee may be waived a demand by the Agent in its sole discretion if such assignment is Company pursuant to an Affiliate of the assigning Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (1this Section 9.06(a) the assignee thereunder shall be a party hereto and, to arranged by the extent that rights Company after consultation with the Agent and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a Lender hereunder and (2) the Lender assignor thereunder shall, to the extent that portion of such rights and obligations hereunder have been assigned by it pursuant to made concurrently with another such Assignment and Assumption, relinquish its rights and be released from its obligations under this Agreement (and, in assignment or other such assignments that together cover all of the case of an Assignment and Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Company pursuant to this Section 9.06(a) unless and until such Lender shall cease have received one or more payments from either the Borrowers or one or more Eligible Assignees in an aggregate amount at least equal to be a party hereto).the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and
Appears in 2 contracts
Samples: Day Credit Agreement (Goodrich Corp), 364 Day Credit Agreement (Goodrich Corp)
Assignments, Designations and Participations. (a) Each Lender may (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayedwithheld, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund) and ), (ii) for so long as no Default has occurred and is continuing, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereof, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), and (iii) with the prior consent of the LC Issuers (which consent shall not be unreasonably withheld, and which consent shall not be required in the event of an assignment or grant pursuant to Section 8.07(g) or (h)), assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Outstanding Credit Advances Exposures owed to it and any Note or Notes held by it); provided, however, that (A) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (B) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (C) each such assignment shall be to an Eligible Assignee, and (D) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with any Note subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (1) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have the rights and obligations of a Lender hereunder and (2) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 2 contracts
Samples: Five Year Credit Agreement (Dte Energy Co), Credit Agreement (Dte Energy Co)
Assignments, Designations and Participations. (a) Each Lender may (iother than the Designated Bidders) may, with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Default has occurred and is continuing, with the consent of ) the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10withheld) days after having received notice thereof, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owed to it and any the Revolving Credit Note or Notes held by it); provided, however, that (Ai) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this AgreementAgreement (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and Competitive Bid Notes), (Bii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (Ciii) each such assignment shall be to an Eligible Assignee, and (Div) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and AssumptionAcceptance, together with any Revolving Credit Note subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning Lender3,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2y) the Lender assignor thereunder shall, to the extent 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 an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 2 contracts
Samples: Credit Agreement (Detroit Edison Co), Credit Agreement (Detroit Edison Co)
Assignments, Designations and Participations. (a) Each Lender may (iother than a Designated Bidder) may, with notice to and the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayedand, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Event of Default has occurred and is continuing, with the consent of the Borrower (which consent shall Borrower, such consents not to be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereof, and which consent shall but not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fundotherwise), assign to one or more Persons banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owed owing to it and any the Note or Notes held by it); provided, however, that (Ai) no such consent by the Borrower or the Administrative Agent shall be required in the case of any assignment to an Affiliate of the assigning Lender, (ii) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations of the assigning Lender under this AgreementAgreement (other than any right to make B Advances, B Advances owing to it or B Notes), (Biii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or 5,000,000 and shall be an integral multiple of $1,000,000 in excess thereofunless the Borrower and the Administrative Agent otherwise agree, (Civ) each such assignment shall be to an Eligible Assignee, and (Dv) 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 AssumptionAcceptance, together with any Note or Notes subject to such assignment, and (vi) the parties to each such assignment and (other than the Borrower) shall deliver to the Administrative Agent a processing and recordation fee of $3,500, which fee may be waived by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2y) the Lender assignor thereunder shall, to the extent 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 an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 2 contracts
Samples: Year Credit Agreement (Becton Dickinson & Co), Year Credit Agreement (Becton Dickinson & Co)
Assignments, Designations and Participations. (a) Each Lender may (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayedat any time, and which consent shall not be required in if demanded by the event of an assignment or grant Company pursuant to Sections 8.07(g) or (h) or an assignment to any other LenderSection 2.17, an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Default has occurred and is continuing, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereof, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owed owing to it and any the Revolving Credit Note or Notes held by it); provided, however, that (Ai) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this AgreementAgreement (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and Competitive Bid Notes), (Bii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof10,000,000, (Ciii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Company pursuant to Section 2.17 shall be arranged by the Company after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Company pursuant to Section 2.17 (A) so long as a Default shall have occurred and be continuing, (B) unless and until such Lender shall have received one or more payments from either the Company, any other Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement (including, but not limited to, any amounts owing under Section 2.11 and Section 2.14), and the Company shall have satisfied all of its other obligations under this Agreement as of the effective date of the assignment and (DC) if any such Eligible Assignee is not an existing Lender, the Company shall have paid to the Agent a processing and recordation fee of $1,000, (vi) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and AssumptionAcceptance, together with any Revolving Credit Note subject to such assignment and and, if such assignment does not occur as a result of a demand by the Company pursuant to Section 2.17 (in which case the Company shall pay the fee required by clause (v)(C) of this Section 9.07(a)), a processing and recordation fee of $3,5003,000, which fee may be waived by and (vii) in the Agent in its sole discretion if such case of an assignment is to an any Affiliate of such Lender that is engaged in the assigning Lenderbusiness of commercial banking, notice thereof shall have been given to the Company and the Agent. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2y) the Lender assignor thereunder shall, to the extent 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 an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 2 contracts
Samples: Day Credit Agreement (Hershey Foods Corp), Credit Agreement (Hershey Foods Corp)
Assignments, Designations and Participations. (a) Each Lender may (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayedat any time, and which consent shall not be required in if demanded by the event of an assignment or grant Company pursuant to Sections 8.07(g) or (h) or an assignment to any other LenderSection 2.17, an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Default has occurred and is continuing, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereof, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owed owing to it and any the Revolving Credit Note or Notes held by it); provided, howeverHOWEVER, that (Ai) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this AgreementAgreement (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and Competitive Bid Notes), (Bii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof10,000,000, (Ciii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Company pursuant to Section 2.17 shall be arranged by the Company after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Company pursuant to Section 2.17 (A) so long as a Default shall have occurred and be continuing, (B) unless and until such Lender shall have received one or more payments from either the Company, any other Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement (including, but not limited to, any amounts owing under Section 2.11 and Section 2.14), and the Company shall have satisfied all of its other obligations under this Agreement as of the effective date of the assignment and (DC) if any such Eligible Assignee is not an existing Lender, the Company shall have paid to the Agent a processing and recordation fee of $1,000, (vi) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and AssumptionAcceptance, together with any Revolving Credit Note subject to such assignment and and, if such assignment does not occur as a result of a demand by the Company pursuant to Section 2.17 (in which case the Company shall pay the fee required by clause (v)(C) of this Section 9.07(a)), a processing and recordation fee of $3,5003,000, which fee may be waived by and (vii) in the Agent in its sole discretion if such case of an assignment is to an any Affiliate of such Lender that is engaged in the assigning Lenderbusiness of commercial banking, notice thereof shall have been given to the Company and the Agent. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2y) the Lender assignor thereunder shall, to the extent 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 an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments, Designations and Participations. (a) Each Lender may (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender)), an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Default has occurred and is continuing, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereof, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h)), and (iii) with the prior consent of the LC Issuers (which consent may be given or withheld in the sole discretion of the LC Issuers and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund(h)), assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Outstanding Credit Advances Exposures owed to it and any Note or Notes held by it); provided, however, that (A) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement and, for so long as no Default has occurred and is continuing, shall be made concurrently with an assignment in a ratable amount of such Lender's rights and obligations (if any) under the Amended and Restated Five-Year Agreement (including, without limitation, all or a portion of its "Commitment", "Outstanding Credit Exposures" owed to it and any "Note" or "Notes" held by it under (and as each such term is defined in) the Amended and Restated Five-Year Agreement), (B) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (C) each such assignment shall be to an Eligible Assignee, and (D) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and AssumptionAcceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning Lender3,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2) the Lender assignor thereunder shall, to the extent 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 an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Credit Agreement (Dte Energy Co)
Assignments, Designations and Participations. (a) Each Lender Party (other than any Designated Lender except for an assignments to its Designating Lender) may assign, and, if (i) demanded by the Borrower following either (x) a payment by the Borrower of Taxes with respect to such Lender in accordance with Section 2.14 or (y) the prior consent of the Agent (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required in the event occurrence of an assignment or grant pursuant event that would, upon payment to Sections 8.07(g) or (h) or an assignment such Lender of amounts hereunder, require a payment by the Borrower of Taxes with respect to any other Lender, an Affiliate of a Lender, or an Approved Fund) such Lender in accordance with Section 2.14 and (ii) for so long as no Default has occurred and is continuing, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written upon at least 30 Business Days' notice to Agent within ten (10) days after having received notice thereofsuch Lender and the Administrative Agent, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lenderwill assign, an Affiliate of a Lender, or an Approved Fund), assign to one or more Persons banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its CommitmentCommitment or Commitments, the Advances owing to it (including accrued interest) and any Revolving Credit Note held by it but not including any right to make Competitive Bid Advances, Competitive Bid Advances owed owing to it and any Note or Notes held by itCompetitive Bid Notes); provided, however, that (A) each such assignment shall be of a constant, and not a varying, fixed percentage of all rights and obligations under this Agreement, and in respect of all of the Facilities under which it has a Commitment; (B) except in the case of (x) an assignment to a Person that, immediately prior to such assignment, was a Lender, (y) an assignment to an Affiliate of the assigning Lender (including an assignment by a Designated Lender to its Designating Lender) or (z) an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple 10,000,000, and the amount of the Commitment of the assigning Lender being retained by such Lender immediately after giving effect to such assignment (determined as of the effective date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $1,000,000 in excess thereof10,000,000, (C) each such assignment shall be to an Eligible Assignee, (D) each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Managing Agents and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (E) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (F) no such assignments will be permitted without the consent of the Managing Agents until the Managing Agents shall have notified the Lender Parties that syndication of the Commitments thereunder has been completed, and (DG) 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 AssumptionAcceptance, together with any Revolving Credit Note subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender Party's hereunder and (2y) the Lender Party's assignor thereunder shall, to the extent 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 an assigning Lender’s Lender Party's rights and obligations under this Agreement, such Lender Party shall cease to be a party hereto).
Appears in 1 contract
Assignments, Designations and Participations. (a) Each Lender (other than the Designated Bidders) may and, if demanded by the Company (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required in the event of an assignment or grant following a demand by such Lender pursuant to Sections 8.07(gSection 2.11 or Section 2.14) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Default has occurred and is continuing, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written upon at least 20 Business Days' notice to Agent within ten (10) days after having received notice thereofsuch Lender and the Administrative Agent, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owed owing to it and any the Revolving Credit Note or Notes held by it); providedPROVIDED, howeverHOWEVER, that (Ai) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this AgreementAgreement (other than any right to make Competitive Bid Advances or Competitive Bid Advances owing to it), (Bii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 US$5,000,000 or an integral multiple of $US$1,000,000 in excess thereof, (Ciii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Company pursuant to this Section 9.07(a) shall be arranged by the Company after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Company pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Company or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement and (Dvi) 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 AssumptionAcceptance, together with any Revolving Credit Note subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning LenderUS$3,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2y) the Lender assignor thereunder shall, to the extent 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 an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Credit Agreement (Geon Co)
Assignments, Designations and Participations. (a) Each Lender (other than the Designated Bidders) may (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayedand, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Default has occurred and is continuing, with the consent of if demanded by the Borrower (which consent shall not be unreasonably withheld following a demand by such Lender pursuant to Section 2.10 or delayed and provided2.13 or following the failure of such Lender to consent, in any eventif required under Section 3.04, that to the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written redemption or purchase of the Series A Preferred Stock or the Series B Preferred Stock) upon at least 10 Business Days' notice to Agent within ten (10) days after having received notice thereofsuch Lender and the Agent, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owed owing to it and any the Revolving Note or Notes held by it); provided, however, that (Ai) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this AgreementAgreement (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and Competitive Bid Notes), (Bii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or 5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof1,000,000, (Ciii) if the assigning Lender is assigning less than all of its Commitment, such assigning Lender shall retain a Commitment of at least $5,000,000, (iv) each such assignment shall be to an Eligible Assignee, and (Dv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and AssumptionAcceptance, together with any Revolving Note or Notes subject to such assignment and a processing and recordation fee of $3,5002,500, which fee may be waived (vi) each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Agent in its sole discretion if such and shall be either an assignment is to an Affiliate of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (vii) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Revolving Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement and (viii) upon each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.07(a) to an Eligible Assignee which is not, before giving effect to such assignment, a Lender, the Borrower shall pay to the Agent a $2,500 administration fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2y) the Lender assignor thereunder shall, to the extent 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 an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments, Designations and Participations. (a) Each Lender may (i) may, with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund)) and (ii) for so long as no Default has occurred and is continuing, with the consent of ) the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereof, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h)) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owed to it and any Note or Notes held by it); provided, however, that (Ai) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement and, for so long as no Default has occurred and is continuing, shall be made concurrently with an assignment in a ratable amount of such Lender's rights and obligations (if any) under the Three-Year Agreement (including, without limitation, all or a portion of its "Commitment", "Outstanding Credit Exposures" owed to it and any "Note" or "Notes" held by it under (and as each such term is defined in) the Three-Year Agreement), (Bii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (Ciii) each such assignment shall be to an Eligible Assignee, and (Div) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and AssumptionAcceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning Lender3,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2y) the Lender assignor thereunder shall, to the extent 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 an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments, Designations and Participations. (a) Each Lender may (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender)), an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Default has occurred and is continuing, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereof, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h)), and (iii) with the prior consent of the LC Issuer (which consent may be given or withheld in the sole discretion of the LC Issuer and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund(h)), assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Outstanding Credit Advances Exposures owed to it and any Note or Notes held by it); provided, however, that (A) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (B) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof, (C) each such assignment shall be to an Eligible Assignee, and (D) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and AssumptionAcceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning Lender3,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2) the Lender assignor thereunder shall, to the extent 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 an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments, Designations and Participations. (a) Each Lender (other than the Designated Bidders) may (i) with and, if demanded by the prior consent of the Agent (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required in the event of an assignment or grant Borrower pursuant to Sections 8.07(g) or (h) or an assignment to any other LenderSection 2.16, an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Default has occurred and is continuing, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereof, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owed owing to it and any the Revolving Credit Note or Notes held by it); provided, however, that (Ai) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this AgreementAgreement (other than any right to make Competitive Bid Advances owing to it and Competitive Bid Notes), (Bii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (Ciii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (Dvi) 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 AssumptionAcceptance, together with any Revolving Credit Note subject to such assignment and a processing and recordation fee of $3,5003,000, which fee may be waived by the Agent in its sole discretion provided that, if such assignment is the result of a demand by the Borrower pursuant to an Affiliate of Section 2.16, the assigning LenderBorrower shall pay the processing and recordation fee therefor. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2y) the Lender assignor thereunder shall, to the extent 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 an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments, Designations and Participations. (a) Each Lender may (iother than a Designated Bidder) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Default has occurred and is continuingmay, with notice to and the consent of the Borrower (which consent shall Administrative Agent and the Borrower, such consents not to be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereof, and which consent shall but not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fundotherwise), assign to one or more Persons banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owed owing to it and any the Note or Notes held by it); provided, however, that (Ai) no such consent by the Borrower or the Administrative Agent shall be required in the case of any assignment to an Affiliate of the assigning Lender, (ii) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations of the assigning Lender under this AgreementAgreement (other than any right to make B Advances, B Advances owing to it or B Notes), (Biii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or and shall be an integral multiple of $1,000,000 in excess thereofunless the Borrower and the Administrative Agent otherwise agree, (Civ) each such assignment shall be to an Eligible Assignee, and (Dv) 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 AssumptionAcceptance, together with any Note or Notes subject to such assignment, and (vi) the parties to each such assignment and (other than the Borrower) shall deliver to the Administrative Agent a processing and recordation fee of $3,500, which fee may be waived by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning Lender3,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2y) the Lender assignor thereunder shall, to the extent 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 an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments, Designations and Participations. (a) Each Lender may (i) may, with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Default has occurred and is continuing, with the consent of ) the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10withheld) days after having received notice thereof, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owed to it and any the Note or Notes held by it); provided, however, that (Ai) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (Bii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (Ciii) each such assignment shall be to an Eligible Assignee, and (Div) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and AssumptionAcceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning Lender3,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2y) the Lender assignor thereunder shall, to the extent 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 an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Credit Agreement (Dte Energy Co)
Assignments, Designations and Participations. (a) Each Lender may (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayedat any time, and which consent shall not be required in if demanded by the event of an assignment or grant Company pursuant to Sections 8.07(g) or (h) or an assignment to any other LenderSection 2.17, an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Default has occurred and is continuing, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereof, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owed owing to it and any the Revolving Credit Note or Notes held by it); provided, however, that (Ai) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this AgreementAgreement (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and Competitive Bid Notes), (Bii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (Ciii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Company pursuant to Section 2.17 shall be arranged by the Company after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Company pursuant to Section 2.17 (A) so long as a Default shall have occurred and be continuing, (B) unless and until such Lender shall have received one or more payments from either the Company, any other Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement (including, but not limited to, any amounts owing under Section 2.11 and Section 2.14), and the Company shall have satisfied all of its other obligations under this Agreement as of the effective date of the assignment and (DC) if any such Eligible Assignee is not an existing Lender, the Company shall have paid to the Agent a processing and recordation fee of $1,000, (vi) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and AssumptionAcceptance, together with any Revolving Credit Note subject to such assignment and and, if such assignment does not occur as a result of a demand by the Company pursuant to Section 2.17 (in which case the Company shall pay the fee required by clause (v)(C) of this Section 9.07(a)), a processing and recordation fee of $3,500, which fee may be waived by and (vii) in the Agent case of an assignment to any Affiliate 57 of such Lender that is engaged in its sole discretion if such assignment is the business of commercial banking, notice thereof shall have been given to an Affiliate of the assigning LenderCompany and the Agent. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2y) the Lender assignor thereunder shall, to the extent 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 an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments, Designations and Participations. (a) Each Lender may (iother than a Designated Bidder) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Default has occurred and is continuingmay, with notice to and the consent of the Borrower (which consent shall Administrative Agent and the Borrower, such consents not to be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereof, and which consent shall but not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fundotherwise), assign to one or more Persons banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owed owing to it and any the Note or Notes held by it); provided, however, -------- ------- that (Ai) no such consent by the Borrower or the Administrative Agent shall be required in the case of any assignment to an Affiliate of the assigning Lender, (ii) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations of the assigning Lender under this AgreementAgreement (other than any right to make B Advances, B Advances owing to it or B Notes), (Biii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or and shall be an integral multiple of $1,000,000 in excess thereofunless the Borrower and the Administrative Agent otherwise agree, (Civ) each such assignment shall be to an Eligible Assignee, and (Dv) 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 AssumptionAcceptance, together with any Note or Notes subject to such assignment, and (vi) the parties to each such assignment and (other than the Borrower) shall deliver to the Administrative Agent a processing and recordation fee of $3,500, which fee may be waived by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning Lender3,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2y) the Lender assignor thereunder shall, to the extent 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 an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments, Designations and Participations. (a) Each Lender (other than the Designated Bidders) may (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayedand, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Default has occurred and is continuing, with the consent of if demanded by the Borrower (which consent shall not be unreasonably withheld following a demand by such Lender pursuant to Section 2.10 or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written 2.13) upon at least 10 Business Days' notice to Agent within ten (10) days after having received notice thereofsuch Lender and the Agent, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owed owing to it and any Revolving Note or Notes held by it); provided, however, that (Ai) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this AgreementAgreement (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and Competitive Bid Notes), (Bii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or 5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof1,000,000, (Ciii) if the assigning Lender is assigning less than all of its Commitment, such assigning Lender shall retain a Commitment of at least $5,000,000, (iv) each such assignment shall be to an Eligible Assignee, and (Dv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and AssumptionAcceptance, together with any Revolving Note or Notes subject to such assignment and a processing and recordation fee of $3,5002,500, which fee may be waived (vi) each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Agent in its sole discretion if such and shall be either an assignment is to an Affiliate of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (vii) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Revolving Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement and (viii) upon each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.07(a) to an Eligible Assignee which is not, before giving effect to such assignment, a Lender, the Borrower shall pay to the Agent a $2,500 administration fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2y) the Lender assignor thereunder shall, to the extent 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 an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments, Designations and Participations. (a) Each Lender may (i) may, with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fundwithheld) and (ii) for so long as no Default has occurred and is continuing, with the consent of ) the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10withheld) days after having received notice thereof, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owed to it and any Note or Notes held by it); provided, however, that (Ai) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement and, for so long as no Default has occurred and is continuing, shall be made concurrently with an assignment in a ratable amount of such Lender's rights and obligations under the 364-Day Agreement (including, without limitation, all or a portion of its "Commitment", "Revolving Credit Advances" owed to it and any "Note" or "Notes" held by it under (and as each such term is defined in) the 364-Day Agreement), (Bii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (Ciii) each such assignment shall be to an Eligible Assignee, and (Div) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and AssumptionAcceptance, together with any Note subject to SIDLEY XXXXXX XXXXX & XXXX LLP 37 such assignment and a processing and recordation fee of $3,500, which fee may be waived by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning Lender3,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2y) the Lender assignor thereunder shall, to the extent 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 an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Credit Agreement (Dte Energy Co)
Assignments, Designations and Participations. (a) Each Lender may (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender)), an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Default has occurred and is continuing, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereof, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h)), and (iii) with the prior consent of the LC Issuers (which consent may be given or withheld in the sole discretion of the LC Issuers and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund(h)), assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Outstanding Credit Advances Exposures owed to it and any Note or Notes held by it); provided, however, that (A) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement and, for so long as no Default has occurred and is continuing, shall be made concurrently with an assignment in a ratable amount of such Lender's rights and obligations (if any) under the 2005 Five-Year Agreement (including, without limitation, all or a portion of its "Commitment", "Outstanding Credit Exposures" owed to it and any "Note" or "Notes" held by it under (and as each such term is defined in) the 2005 Five-Year Agreement), (B) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (C) each such assignment shall be to an Eligible Assignee, and (D) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and AssumptionAcceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning Lender3,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2) the Lender assignor thereunder shall, to the extent 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 an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Credit Agreement (Dte Energy Co)
Assignments, Designations and Participations. (a) Each Lender (other than the Designated Bidders) may (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Default has occurred and is continuing, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereof, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its CommitmentCommitments, the Revolving Credit Advances owed (other than Competitive Bid Advances) owing to it and any the Note or Notes (other than any Competitive Bid Note) held by it); provided, however, that (Ai) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this AgreementAgreement (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and Competitive Bid Notes), (Bii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof5,000,000, (Ciii) each such assignment shall be to an Eligible Assignee, and (Div) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance consent and recording in the Register, an Assignment and AssumptionAcceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2y) the Lender assignor thereunder shall, to the extent 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 an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Notwithstanding the foregoing, (I) the Administrative Agent shall not be obligated to consent to an assignment hereunder until it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the assignment to such assignee Lender and (II) an assignment will only be effective after performance by the Administrative Agent of all "know your customer" or other checks relating to any person that it is required to carry out in relation to such assignment to an assignee Lender, the completion of which the Administrative Agent shall promptly notify to the assigning Lender and the assignee Lender.
Appears in 1 contract
Samples: Credit Agreement (Paxar Corp)
Assignments, Designations and Participations. (a) Each Lender may (i) with may, upon the prior consent of the Agent (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Default has occurred and is continuing, with the written consent of the Borrower (which consent shall not be unreasonably withheld or delayed and providedwithheld) and, in any event, that if demanded by the Borrower shall be deemed (following a demand by such Lender pursuant to have consented Section 2.10 or 2.13 or notice from such Lender pursuant to any such assignment unless it shall object thereto by written Section 2.11) upon at least five Business Days' notice to Agent within ten (10) days after having received notice thereofsuch Lender and the Agent, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund)will, assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Revolving Credit Commitment, the Revolving Credit Advances owed owing to it and any the Note or Notes held by it); provided, however, that (Ai) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (Bii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple the lesser of $1,000,000 in excess thereof(A) 1% of the total Revolving Credit Commitment, (B) $5,000,000 or (C) the full amount of such assigning Lender's Revolving Credit Commitment, (iii) unless an assigning Lender assigns the full amount of its Revolving Credit Commitment, such assigning Lender may not assign Revolving Credit Commitments such that its remaining Revolving Credit Commitments are in an amount less than the lesser of (A) 1% of the total Revolving Credit Commitment or (B) $5,000,000; (iv) each such assignment shall be to an Eligible Assignee, (v) each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this 37 42 Agreement, (vi) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (Dvii) the parties to each such assignment shall provide the Agent with written notice of such assignment and shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and AssumptionAcceptance, together with any Revolving Credit Note subject to such assignment and a processing and recordation fee of $3,5003,000 (provided, which that in the case of a ratable assignment of a Lender's Revolving Credit Commitments and such Lender's commitments under the Five-Year Loan Documents, such processing and recordation fee may shall only be waived payable once with respect to both assignments); provided further that in the case of an assignment by the Agent in its sole discretion if such assignment is any Lender to an Affiliate of such Lender, or an assignment by any Lender to any other Lender, the assigning LenderBorrower must be given written notice thereof, but the consent of the Borrower shall not be required. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2y) the Lender assignor thereunder shall, to the extent 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 an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Columbia Energy Group
Assignments, Designations and Participations. (a) Each Lender may (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund) ), and (ii) for so long as no Default has occurred and is continuing, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereof, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Outstanding Credit Advances Exposures owed to it and any Note or Notes held by it); provided, however, that (A) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (B) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment Outstanding Credit Exposure of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (C) each such assignment shall be to an Eligible Assignee, and (D) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with any Note subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (1) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have the rights and obligations of a Lender hereunder and (2) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments, Designations and Participations. (a) Each Lender may (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayedat any time, and which consent shall not be required in if demanded by the event of an assignment or grant Company pursuant to Sections 8.07(g) or (h) or an assignment to any other LenderSection 2.17, an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Default has occurred and is continuing, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereof, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owed owing to it and any the Revolving Credit Note or Notes held by it); provided, however, that (Ai) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this AgreementAgreement (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and Competitive Bid Notes), (Bii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (Ciii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Company pursuant to Section 2.17 shall be arranged by the Company after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Company pursuant to Section 2.17 (A) so long as a Default shall have occurred and be continuing, (B) unless and until such Lender shall have received one or more payments from either the Company, any other Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement (including, but not limited to, any amounts owing under Section 2.11 and Section 2.14), and the Company shall have satisfied all of its other obligations under this Agreement as of the effective date of the assignment and (DC) if any such Eligible Assignee is not an existing Lender, the Company shall have paid to the Agent a processing and recordation fee of $1,000, (vi) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and AssumptionAcceptance, together with any Revolving Credit Note subject to such assignment and and, if such assignment does not occur as a result of a demand by the Company pursuant to Section 2.17 (in which case the Company shall pay the fee required by clause (v)(C) of this Section 9.07(a)), a processing and recordation fee of $3,500, which fee may be waived by and (vii) in the Agent in its sole discretion if such case of an assignment is to an any Affiliate of such Lender that is engaged in the assigning Lenderbusiness of commercial banking, notice thereof shall have been given to the Company and the Agent. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Credit Agreement (Hershey Co)
Assignments, Designations and Participations. (a) Each Lender may (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayedwithheld, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Default has occurred and is continuing, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereofwithheld, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owed to it and any Note or Notes held by it); provided, however, that (A) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (B) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (C) each such assignment shall be to an Eligible Assignee, and (D) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with any Note subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (1) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have the rights and obligations of a Lender hereunder and (2) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Credit Agreement (Dte Energy Co)
Assignments, Designations and Participations. (a) Each Lender may (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund) and ), (ii) for so long as no Default has occurred and is continuing, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereof, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), and (iii) with the prior consent of the LC Issuers (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required in the event of an assignment or grant pursuant to Section 8.07(g) or (h)), assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Outstanding Credit Advances Exposures owed to it and any Note or Notes held by it); provided, however, that (A) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (B) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption with respect to such 80 assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (C) each such assignment shall be to an Eligible Assignee, and (D) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with any Note subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (1) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have the rights and obligations of a Lender hereunder and (2) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Credit Agreement (DTE Electric Co)
Assignments, Designations and Participations. (a) Each Lender (other than the Designated Bidders) may (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayedand, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Default has occurred and is continuing, with the consent of if demanded by the Borrower (which consent shall not be unreasonably withheld if payments are owed to such Lender pursuant to Section 2.12 or delayed and provided, in any event, that the Borrower shall be deemed 2.15 or following notice by such Lender pursuant to have consented to any such assignment unless it shall object thereto by written Section 2.13) upon at least five Business Days' notice to Agent within ten (10) days after having received notice thereofsuch Lender Party and the Agent, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owed owing to it and any the Revolving Credit Note or Notes held by it); provided, however, that (Ai) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this AgreementAgreement (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and Competitive Bid Notes), (Bii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender Party or an assignment of all of a Lender’s Lender Party's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender Party being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereofthereof unless the Borrower and the Agent otherwise agree, (Ciii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender Party under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender Party under this Agreement, (v) no Lender Party shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender Party shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender Party, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender Party under this Agreement, and (Dvi) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and AssumptionAcceptance, together with any Revolving Credit Note subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived 3,500 payable by the Agent parties to each such assignment; provided, however, that in its sole discretion if the case of each assignment made as a result of a demand by the Borrower, such recordation fee shall be payable by the Borrower except that no such recordation fee shall be payable in the case of an assignment is made at the request of the Borrower to an Affiliate Eligible Assignee that is an existing Lender Party, and (vii) any Lender Party may, without the approval of the assigning LenderBorrower and the Agent, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender Party hereunder and (2y) the Lender Party assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AssumptionAcceptance, relinquish its rights (other than its rights under Section 2.12, 2.15 and 8.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all or the remaining portion of an assigning Lender’s Lender Party's rights and obligations under this Agreement, such Lender Party shall cease to be a party hereto).
Appears in 1 contract
Assignments, Designations and Participations. (a) Each Lender may (iother than the Designated Bidders) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayedmay, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Default has occurred and is continuing, with the consent of if demanded by the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed following a demand by such Lender pursuant to have consented to any such assignment unless it shall object thereto by written Section 2.11) upon at least ten Business Days' notice to such Lender and the Paying Agent within ten (10) days after having received notice thereof, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund)will, assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owed owing to it and any the Revolving Credit Note or Notes held by it); provided, however, that (Ai) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this AgreementAgreement (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and Competitive Bid Notes), (Bii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (Ciii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Paying Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (Dvi) the parties to each such assignment shall execute and deliver to the Paying Agent, for its acceptance and recording in the Register, an Assignment and AssumptionAcceptance, together with any Revolving Credit Note subject to such assignment and a processing and recordation fee of $3,500, which fee 3,000. (b) Each Issuing Bank may be waived by the Agent in assign to one or more Eligible Assignees all or a portion of its sole discretion if such assignment is to an Affiliate of the assigning Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (1) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumptionunder the undrawn portion of its Letter of Credit Commitment at any time; provided, have the rights and obligations of a Lender hereunder and however, that (2i) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations under this Agreement (and, except in the case of an Assignment and Assumption covering assignment to a Person that immediately prior to such assignment was an Issuing Bank or an assignment of all or the remaining portion of an assigning Lender’s Issuing Bank's rights and obligations under this Agreement, the amount of the Letter of Credit Commitment of the assigning Issuing Bank being assigned pursuant to each such Lender assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall cease in no event be less than $10,000,000 and shall be in an integral multiple of $1,000,000 in excess thereof, (ii) each such assignment shall be to be an Eligible Assignee, and (iii) the parties to each such assignment shall execute and deliver to the Paying Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with a party heretoprocessing and recordation fee (unless paid pursuant to Section 8.07(a)) of $2,000 for each Assignment and Acceptance between an Issuing Bank and its Affiliate or another Issuing Bank or $3,000 for each other Assignment and Acceptance.
Appears in 1 contract
Samples: Credit Agreement (Federated Department Stores Inc /De/)
Assignments, Designations and Participations. (a) Each Lender may (i) may, with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund)) and (ii) for so long as no Default has occurred and is continuing, with the consent of ) the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereof, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h)) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owed to it and any Note or Notes held by it); provided, however, that (Ai) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement and, for so long as no Default has occurred and is continuing, shall be made concurrently with an assignment in a ratable amount of such Lender's rights and obligations (if any) under the Three-Year Agreement (including, without limitation, all or a portion of its "Commitment", "Revolving Credit Advances" owed to it and any "Note" or "Notes" held by it under (and as each such term is defined in) the Three-Year Agreement), (Bii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (Ciii) each such assignment shall be to an Eligible Assignee, and (Div) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and AssumptionAcceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning Lender3,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2y) the Lender assignor thereunder shall, to the extent 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 an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Credit Agreement (Detroit Edison Co)
Assignments, Designations and Participations. (a) Each Lender may (iother than a Designated Bidder) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Default has occurred and is continuingmay, with notice to and the consent of the Borrower (which consent shall Administrative Agent and the Borrower, such consents not to be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereof, and which consent shall but not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fundotherwise), assign to one or more Persons banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, Commitment and the Revolving Credit Advances owed owing to it and any Note or Notes held by it); provided, however, that (Ai) no such consent by the Borrower or the Administrative Agent shall be required in the case of any assignment to an Affiliate of the assigning Lender, (ii) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations of the assigning Lender under this AgreementAgreement (other than any right to make B Advances or B Advances owing to it), (Biii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or (or, if less, the entire Commitment of such Lender) and shall be an integral multiple of $1,000,000 in excess thereofunless the Borrower and the Administrative Agent otherwise agree, (Civ) each such assignment shall be to an Eligible Assignee, and (Dv) 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 AssumptionAcceptance, together with any Note subject and (vi) the parties to each such assignment and (other than the Borrower) shall deliver to the Administrative Agent a processing and recordation fee of $3,500, which fee may be waived by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning Lender3,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2y) the Lender assignor thereunder shall, to the extent 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 an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).. Credit Agreement
Appears in 1 contract
Samples: Credit Agreement (Sci Systems Inc)
Assignments, Designations and Participations. (a) Each Lender may (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayedwithheld), and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Default has occurred and is continuing, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereofwithheld), and (iii) with the prior consent of the LC Issuer (which consent shall not may be required given or withheld in the event sole discretion of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fundthe LC Issuer), assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Outstanding Credit Advances Exposures owed to it and any Note or Notes held by it); provided, however, that (A) no consent of the LC Issuer shall be required if no amounts remain available to be drawn under any Facility LC and the assigning Lender has made all payments required to be made by it to the LC Issuer pursuant to Section 2.16 hereof, and that the LC Issuer may not assign its direct obligations under the Facility LC, (B) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (BC) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (CD) each such assignment shall be to an Eligible Assignee, and (DE) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and AssumptionAcceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning Lender3,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2) the Lender assignor thereunder shall, to the extent 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 an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Credit Agreement (Dte Energy Co)
Assignments, Designations and Participations. (a) Each Lender (other than the Designated Bidders) may (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayedand, and which consent shall not be required in the event of an assignment or grant if demanded by Global pursuant to Sections 8.07(g) or (h) or an assignment to any other LenderSection 2.17, an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Default has occurred and is continuing, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereof, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), will assign to one or more Persons banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its CommitmentCommitment or Commitments, the Revolving Credit Regular Advances owed owing to it and any the Note or Notes held by it); provided, however, that (Ai) each such assignment shall be of a constantuniform, and not a varying, percentage of all rights and obligations under this Agreementand in respect of one or more Facilities (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and Competitive Bid Notes), (Bii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender (other than a Designated Bidder) or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or and shall be an integral multiple of $1,000,000 in excess thereof1,000,000, (Ciii) each such assignment shall be to an Eligible AssigneeAssignee to which Global shall have consented, if required, and (Div) the parties to each such assignment shall execute and deliver to the U.S. Administrative Agent, for its acceptance and recording in the Register, an Assignment and AssumptionAcceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived 3,000; and (v) the Assignment and Acceptance shall contain a representation by the Agent in its sole discretion if such assignment is assignee to an Affiliate the effect that none of the assigning Lenderconsideration used to make the purchase of the Commitments, advances and other Obligations under the applicable Assignment and Acceptance are "plan assets" as defined under ERISA or that an applicable exemption is available to exempt such purchase from the prohibited transaction provisions of ERISA and the Internal Revenue Code. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each such Assignment and AssumptionAcceptance, (1x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2y) the Lender assignor thereunder shall, to the extent 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 an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Credit Agreement (Imc Global Inc)
Assignments, Designations and Participations. (a) Each Lender (other than the Designated Bidders) may (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayedand, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Default has occurred and is continuing, with if demanded by the consent of the Borrower (which consent following a demand by such Lender pursuant to Section 2.11 or 2.13) shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written upon at least 5 Business Days' notice to Agent within ten (10) days after having received notice thereof, such Lender and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund)Administrative Agent, assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its CommitmentCommitment or Commitments, the Revolving Credit Advances owed owing to it and any Revolving Credit Note or Notes held by it); providedPROVIDED, howeverHOWEVER, that (Ai) each such assignment shall be of a constantuniform, and not a varying, percentage of all rights and obligations under this AgreementAgreement (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and Competitive Bid Notes), (Bii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitment of the assigning Lender Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 5,000,000 (or such lesser amount as shall be approved by the Company and the Administrative Agent) and shall be in an integral multiple of $1,000,000 in excess thereof500,000, (Ciii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Company pursuant to this Section 9.07(a) shall be arranged by the Company after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Company pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Company or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) no such assignments shall be permitted without the consent of the Administrative Agent until the Administrative Agent shall have notified the Lender Parties that syndication of the Commitments hereunder has been completed, and (Dvii) 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 AssumptionAcceptance, together with any Revolving Credit Note or Notes subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (1) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have the rights and obligations of a Lender hereunder and (2) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Credit Agreement (International Rectifier Corp /De/)
Assignments, Designations and Participations. (a) Each Lender (other than the Designated Bidders) may (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Default has occurred and is continuing, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereof, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its CommitmentCommitments, the Revolving Credit Advances owed (other than Competitive Bid Advances) owing to it and any the Note or Notes (other than any Competitive Bid Note) held by it); provided, however, that (Ai) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this AgreementAgreement (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and Competitive Bid Notes), (Bii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof10,000,000, (Ciii) each such assignment shall be to an Eligible Assignee, and (Div) 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 AssumptionAcceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2y) the Lender assignor thereunder shall, to the extent 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 an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Credit Agreement (Paxar Corp)
Assignments, Designations and Participations. (a) Each Lender may (iother than a Designated Bidder) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Default has occurred and is continuingmay, with notice to and the consent of the Borrower (which consent shall Administrative Agent and the Borrower, such consents not to be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereof, and which consent shall but not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fundotherwise), assign to one or more Persons banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, Commitment and the Revolving Credit Advances owed owing to it and any Note or Notes held by it); provided, however, that (Ai) no such consent by the Borrower or the Administrative Agent shall be required in the case of any assignment to an Affiliate of the assigning Lender, (ii) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations of the assigning Lender under this AgreementAgreement (other than any right to make B Advances or B Advances owing to it), (Biii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or (or, if less, the entire Commitment of such Lender) and shall be an integral multiple of $1,000,000 in excess thereofunless the Borrower and the Administrative Agent otherwise agree, (Civ) each such assignment shall be to an Eligible Assignee, and (Dv) 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 AssumptionAcceptance, together with any Note subject and (vi) the parties to each such assignment and (other than the Borrower) shall deliver to the Administrative Agent a processing and recordation fee of $3,500, which fee may be waived by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning Lender3,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2y) the Lender assignor thereunder shall, to the extent 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 an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Credit Agreement (Sci Systems Inc)
Assignments, Designations and Participations. (a) Each Lender may assign, and, if (i) demanded by the Borrower following either (x) a payment by the Borrower of Taxes with respect to such Lender in accordance with Section 2.12 or (y) the prior consent of the Agent (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required in the event occurrence of an assignment or grant pursuant event that would, upon payment to Sections 8.07(g) or (h) or an assignment such Lender of amounts hereunder, require a payment by the Borrower of Taxes with respect to any other Lender, an Affiliate of a Lender, or an Approved Fund) such Lender in accordance with Section 2.12 and (ii) for so long as no Default has occurred and is continuing, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written upon at least 30 Business Days' notice to Agent within ten (10) days after having received notice thereofsuch Lender and the Paying Agent, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lenderwill assign, an Affiliate of a Lender, or an Approved Fund), assign to one or more Persons banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owed owing to it (including accrued interest) and any the Note or Notes held by it); provided, however, that (A) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (B) except in the case (x) of an assignment to a Person that, immediately prior to such assignment, was a Lender or (y) an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple 10,000,000, and the amount of the Commitment of the assigning Lender being retained by such Lender immediately after giving effect to such assignment (determined as of the effective date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $1,000,000 in excess thereof10,000,000, (CB) each such assignment shall be to an Eligible Assignee, (C) each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Managing Agents and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (D) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (E) no such assignments will be permitted without the consent of the Managing Agents until the Managing Agents shall have notified the Lenders that syndication of the Commitments thereunder has been completed, and (DF) the parties to each such assignment shall execute and deliver to the Paying Agent, for its acceptance and recording in the Register, an Assignment and AssumptionAcceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning Lender2,500. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender Lenders hereunder and (2y) the Lender Lender's assignor thereunder shall, to the extent 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 an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments, Designations and Participations. (a) Each Lender may (iother than a Designated Bidder) may, with notice to and the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayedand, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Event of Default has occurred and is continuing, with the consent of the Borrower (which consent shall Borrower, such consents not to be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereof, and which consent shall but not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fundotherwise), assign to one or more Persons banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owed owing to it and any the Note or Notes held by it); provided, however, that (Ai) no such consent by the Borrower or the Administrative Agent shall be required in the case of any assignment to an Affiliate of the assigning Lender, (ii) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations of the assigning Lender under this AgreementAgreement (other than any right to make B Advances, B Advances owing to it or B Notes), (Biii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or 5,000,000 and shall be an integral multiple of $1,000,000 in excess thereofunless the Borrower and the Administrative Agent otherwise agree, (Civ) each such assignment shall be to an Eligible Assignee, and (Dv) 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 AssumptionAcceptance, together with any Note or Notes subject to such assignment, and (vi) the parties to each such assignment and (other than the Borrower) shall deliver to the Administrative Agent a processing and recordation fee of $3,500, which fee may be waived by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2y) the Lender assignor thereunder shall, to the extent 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 an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments, Designations and Participations. (a) Each Lender (other than the Designated Bidders) may and, if demanded by the Company (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required in the event of an assignment or grant following a demand by such Lender pursuant to Sections 8.07(g) Section 2.12 or (h) 2.15 or an assignment assertion of illegality by such Lender pursuant to any other Lender, an Affiliate of a Lender, or an Approved Fund) Section 2.13 and (ii) for so long as no Event of Default has occurred and is continuing, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written ) upon at least five Business Days' notice to Agent within ten (10) days after having received notice thereofsuch Lender and the Agent, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Revolving Credit Commitment, the Revolving Credit Advances owed owing to it and any the Revolving Credit Note or Notes held by it); provided, however, that (Ai) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this AgreementAgreement (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and Competitive Bid Notes), (Bii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 25,000,000 (or, in the case of an assignment to a Lender, $5,000,000) or an integral multiple of $1,000,000 in excess thereofthereof unless the Company and the Agent otherwise agree, (Ciii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Company pursuant to this Section 9.06(a) shall be arranged by the Company after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Company pursuant to this Section 9.06(a) unless and until such Lender shall have received one or more payments from either the Borrowers or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (Dvi) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and AssumptionAcceptance, together with any Revolving Credit Note subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived 3,500 payable by the Agent parties to each such assignment, provided, however, that in its sole discretion if the case of each assignment made as a result of a demand by the Company, such recordation fee shall be payable by the Company except that no such recordation fee shall be payable in the case of an assignment is made at the request of the Company to an Affiliate Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of the assigning LenderCompany and the Agent, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AssumptionAcceptance, relinquish its rights (other than its rights under Section 2.12, 2.15 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments, Designations and Participations. (a) Each Lender may (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Default has occurred and is continuing, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereof, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owed to it and any Note or Notes held by it); provided, however, that (A) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (B) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (C) each such assignment shall be to an Eligible Assignee, and (D) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with any Note subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (1) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have the rights and obligations of a Lender hereunder and (2) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Credit Agreement (DTE Electric Co)
Assignments, Designations and Participations. (a) Each Lender (other than the Designated Bidders) may and, if demanded by the Company (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required in the event of an assignment or grant following a demand by such Lender pursuant to Sections 8.07(g) Section 2.12 or (h) 2.15 or an assignment assertion of illegality by such Lender pursuant to any other Lender, an Affiliate of a Lender, or an Approved Fund) Section 2.13 and (ii) for so long as no Event of Default has occurred and is continuing, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written ) upon at least five Business Days’ notice to Agent within ten (10) days after having received notice thereofsuch Lender and the Agent, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Revolving Credit Commitment, the Revolving Credit Advances owed owing to it and any the Revolving Credit Note or Notes held by it); provided, however, that (Ai) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this AgreementAgreement (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and Competitive Bid Notes), (Bii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 20,000,000 (or, in the case of an assignment to a Lender, $5,000,000) or an integral multiple of $1,000,000 in excess thereofthereof unless the Company and the Agent otherwise agree, (Ciii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Company pursuant to this Section 9.06(a) shall be arranged by the Company after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Company pursuant to this Section 9.06(a) unless and until such Lender shall have received one or more payments from either the Borrowers or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (Dvi) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and AssumptionAcceptance, together with any Revolving Credit Note subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived 3,500 payable by the Agent parties to each such assignment, provided, however, that in its sole discretion if the case of each assignment made as a result of a demand by the Company, such recordation fee shall be payable by the Company except that no such recordation fee shall be payable in the case of an assignment is made at the request of the Company to an Affiliate Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of the assigning LenderCompany and the Agent, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AssumptionAcceptance, relinquish its rights (other than its rights under Section 2.12, 2.15 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments, Designations and Participations. (a) Each Lender (other than the Designated Bidders) may (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayedand, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Default has occurred and is continuing, with if demanded by the consent of the Borrower Company (which consent following a demand by such Lender pursuant to Section 2.11 or 2.13) shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written upon at least 5 Business Days’ notice to Agent within ten (10) days after having received notice thereof, such Lender and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund)Administrative Agent, assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its CommitmentCommitment or Commitments, the Revolving Credit Advances owed owing to it and any Revolving Credit Note or Notes held by it); provided, however, that (Ai) each such assignment shall be of a constantuniform, and not a varying, percentage of all rights and obligations under this AgreementAgreement (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and Competitive Bid Notes), (Bii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitment of the assigning Lender Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 5,000,000 (or such lesser amount as shall be approved by the Company and the Administrative Agent) and shall be in an integral multiple of $1,000,000 in excess thereof500,000, (Ciii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Company pursuant to this Section 9.07(a) shall be arranged by the Company after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Company pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Company or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) no such assignment shall be permitted without the consent of the Administrative Agent (such consent not to be unreasonably withheld), (vii) unless a Default has occurred and is continuing at the time any assignment is effected, no such assignment to any Eligible Assignee referred to in clauses (iii) through (vi) of the definition thereof or to an Approved Fund of any Lender referred to in clause (ii) of the definition thereof shall be permitted without the consent of the Company (such consent not to be unreasonably withheld), and (Dviii) 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 AssumptionAcceptance, together with any Revolving Credit Note or Notes subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (1) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have the rights and obligations of a Lender hereunder and (2) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Security Agreement (International Rectifier Corp /De/)
Assignments, Designations and Participations. (a) Each Lender may (i) may, with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund))) and (ii) for so long as no Default has occurred and is continuing, with the consent of ) the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereof, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h)) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owed to it and any Note or Notes held by it); provided, however, that (Ai) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement and, for so long as no Default has occurred and is continuing, shall be made concurrently with an assignment in a ratable amount of such Lender's rights and obligations (if any) under the Three-Year Agreement (including, without limitation, all or a portion of its "Commitment", "Revolving Credit Advances" owed to it and any "Note" or "Notes" held by it under (and as each such term is defined in) the Three-Year Agreement), (Bii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (Ciii) each such assignment shall be to an Eligible Assignee, and (Div) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and AssumptionAcceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning Lender3,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2y) the Lender assignor thereunder shall, to the extent 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 an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Credit Agreement (Dte Energy Co)
Assignments, Designations and Participations. (a) Each Lender (other than the Designated Bidders) may (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayedand, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Default has occurred and is continuing, with the consent of if demanded by the Borrower (which consent shall not be unreasonably withheld if payments are owed to such Lender pursuant to Section 2.12 or delayed and provided, in any event, that the Borrower shall be deemed 2.15 or following notice by such Lender pursuant to have consented to any such assignment unless it shall object thereto by written Section 2.13) upon at least five Business Days’ notice to Agent within ten (10) days after having received notice thereofsuch Lender Party and the Agent, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owed owing to it and any the Revolving Credit Note or Notes held by it); provided, however, that (Ai) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this AgreementAgreement (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and Competitive Bid Notes), (Bii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender Party or an assignment of all of a LenderLender Party’s rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender Party being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereofthereof unless the Borrower and the Agent otherwise agree, (Ciii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender Party under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender Party under this Agreement, (v) no Lender Party shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender Party shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender Party, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender Party under this Agreement, and (Dvi) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and AssumptionAcceptance, together with any Revolving Credit Note subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived 3,500 payable by the Agent parties to each such assignment; provided, however, that in its sole discretion if the case of each assignment made as a result of a demand by the Borrower, such recordation fee shall be payable by the Borrower except that no such recordation fee shall be payable in the case of an assignment is made at the request of the Borrower to an Affiliate Eligible Assignee that is an existing Lender Party, and (vii) any Lender Party may, without the approval of the assigning LenderBorrower and the Agent, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender Party hereunder and (2y) the Lender Party assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AssumptionAcceptance, relinquish its rights (other than its rights under Section 2.12, 2.15 and 8.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all or the remaining portion of an assigning LenderLender Party’s rights and obligations under this Agreement, such Lender Party shall cease to be a party hereto).
Appears in 1 contract
Samples: Credit Agreement (Manpower Inc /Wi/)
Assignments, Designations and Participations. (a) Each Lender may (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund) and ), (ii) for so long as no Default has occurred and is continuing, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereof, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), and (iii) with the prior consent of the LC Issuers (which consent shall not be unreasonably withheld or delayed, and which consent shall not be 69 required in the event of an assignment or grant pursuant to Section 8.07(g) or (h)), assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Outstanding Credit Advances Exposures owed to it and any Note or Notes held by it); provided, however, that (A) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (B) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (C) each such assignment shall be to an Eligible Assignee, and (D) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with any Note subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (1) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have the rights and obligations of a Lender hereunder and (2) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Credit Agreement (DTE Electric Co)
Assignments, Designations and Participations. (a) Each Lender may Party (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or other than any Designated Lender except for an assignment to any other its Designating Lender) may assign, and, if demanded by the Borrower upon at least 30 Business Days' notice to such Lender and the Administrative Agent following either (w) such Lender becoming a Defaulting Lender, an Affiliate of (x) a Lender, or an Approved Fund) and (ii) for so long as no Default has occurred and is continuing, with the consent of payment by the Borrower of Taxes with respect to such Lender in accordance with Section 2.14, (which consent shall not be unreasonably withheld or delayed and providedy) the occurrence of an event that would, in any eventupon payment to such Lender of amounts hereunder, that require a payment by the Borrower shall be deemed of Taxes with respect to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereof, and which consent shall not be required Lender in the event of an assignment or grant pursuant to Sections 8.07(g) accordance with Section 2.14 or (hz) or an assignment to any other Lendera demand for payment under Section 2.11 will assign, an Affiliate of a Lender, or an Approved Fund), assign to one or more Persons banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its CommitmentCommitment or Commitments, the Advances owing to it (including accrued interest) and any Revolving Credit Note held by it but not including Competitive Bid Advances owed owing to it and any Note Competitive Bid Notes), with (except in the case of an assignment to an Affiliate of such Lender) the prior written consent of the Administrative Agent and (so long as no Default has occurred and is continuing) the Borrower, such consent not to be unreasonably withheld or Notes held by it)delayed; provided, however, that (A) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (B) except in the case of (x) an assignment to a Person that, immediately prior to such assignment, was a Lender, (y) an assignment to an Affiliate of the assigning Lender (including an assignment by a Designated Lender to its Designating Lender) or (z) an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, and the amount of the Commitment of the assigning Lender being retained by such Lender immediately after giving effect to such assignment (determined as of the effective date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $10,000,000, (C) each such assignment shall be to an Eligible Assignee, (D) each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (E) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (F) no such assignments will be permitted without the consent of the Arrangers until the Arrangers shall have notified the Lender Parties that syndication of the Commitments thereunder has been completed, and (DG) 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 AssumptionAcceptance, together with any Revolving Credit Note subject to such assignment and a processing and recordation fee of $3,500, which provided that the Borrower shall pay such recordation fee may be waived in the case of any assignment demanded by the Agent in its sole discretion if such assignment is Borrower pursuant to an Affiliate of the assigning Lenderthis Section 8.07(a). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).a
Appears in 1 contract
Assignments, Designations and Participations. (a) Each Lender may (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayedwithheld, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Default has occurred and is continuing, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereof, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owed to it and any Note or Notes held by it); provided, however, that (A) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (B) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (C) each such assignment shall be to an Eligible Assignee, and (D) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with any Note subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning Lender. .. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (1) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have the rights and obligations of a Lender hereunder and (2) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments, Designations and Participations. (a) Each Lender may (iother than the Designated Bidders) with may, upon the prior consent of the Agent (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Default has occurred and is continuing, with the written consent of the Borrower (which consent shall not be unreasonably withheld or delayed and providedwithheld) and, in any event, that if demanded by the Borrower shall be deemed (following a demand by such Lender pursuant to have consented Section 2.12 or 2.15 or notice from such Lender pursuant to any such assignment unless it shall object thereto by written Section 2.13) upon at least five Business Days' notice to Agent within ten (10) days after having received notice thereofsuch Lender and the Agent, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund)will, assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Revolving Credit Commitment, the Revolving Credit Advances owed owing to it and any the Note or Notes held by it); provided, however, that (Ai) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this AgreementAgreement (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and Competitive Bid Notes), (Bii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple the lesser of $1,000,000 in excess thereof(A) 1% of the total Revolving Credit Commitment, (B) $5,000,000 or (C) the full amount of such assigning Lender's Revolving Credit Commitment, (iii) unless an assigning Lender assigns the full amount of its Revolving Credit Commitment, such assigning Lender may not assign Revolving Credit Commitments such that its remaining Revolving Credit Commitments are in an amount less than the lesser of (A) 1% of the total Revolving Credit Commitment or (B) $5,000,000; (iv) each such assignment shall be to an Eligible Assignee, (v) each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (vi) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (Dvii) the parties to each such assignment shall provide the Agent with written notice of such assignment and shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and AssumptionAcceptance, together with any Revolving Credit Note subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived 3,000; provided further that in the case of an assignment by the Agent in its sole discretion if such assignment is any Lender to an Affiliate of such Lender, or an assignment by any Lender to any other Lender, the assigning LenderBorrower must be given written notice thereof, but the consent of the Borrower shall not be required. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender 51 47 hereunder and (2y) the Lender assignor thereunder shall, to the extent 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 an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments, Designations and Participations. (a) Each Lender may (i) may, with notice to and the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayedand, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Event of Default under Sections 6.01(a) or (e) has occurred and is continuing, with the consent of the Borrower (which consent shall Borrower, such consents not to be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereof, and which consent shall but not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fundotherwise), assign to one or more Persons banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owed Loans owing to it and any Note or Notes held by it); provided, however, that (Ai) no such consent by the Borrower or the Administrative Agent shall be required in the case of any assignment (x) to a Lender, or (y) following the Closing Date, to an Affiliate of a Lender or a Related Fund of a Lender, (ii) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations of the assigning Lender under this Agreement, (Biii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this AgreementAgreement to a Lender, to an Affiliate of a Lender or a Related Fund of a Lender, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or 5,000,000 and shall be an integral multiple of $1,000,000 in excess thereofunless the Borrower and the Administrative Agent otherwise agree, (Civ) each such assignment shall be to an Eligible Assignee, and (Dv) 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 AssumptionAcceptance, together with any Note or Notes of the assigning Lender subject to such assignment, (vi) the parties to each such assignment and (other than the Borrower) shall deliver to the Administrative Agent a processing and recordation fee of $3,500, which fee may and (vii) the Borrower shall be waived deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received by hand or by overnight courier, at the notice address specified by the Agent Borrower in its sole discretion if Section 8.02, a written request for such assignment is to an Affiliate of the assigning Lenderconsent. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2y) the Lender assignor thereunder shall, to the extent 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 an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto); 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.
Appears in 1 contract
Assignments, Designations and Participations. (a) Each Lender may (i) may, with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fundwithheld) and (ii) for so long as no Default has occurred and is continuing, with the consent of ) the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10withheld) days after having received notice thereof, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owed to it and any Note or Notes held by it); provided, however, that (Ai) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement and, for so long as no Default has occurred and is continuing, shall be made concurrently with an assignment in a ratable amount of such Lender's rights and obligations under the Three-Year Agreement (including, without limitation, all or a portion of its "Commitment", "Outstanding Credit Exposures" owed to it and any "Note" or "Notes" held by it under (and as each such term is defined in) the Three-Year Agreement), (Bii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (Ciii) each such assignment shall be to an Eligible Assignee, and (Div) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and AssumptionAcceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning Lender3,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2y) the Lender assignor thereunder shall, to the extent 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 an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Credit Agreement (Dte Energy Co)
Assignments, Designations and Participations. (a) Each Lender may (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayedat any time, and which consent shall not be required in if demanded by the event of an assignment or grant Company pursuant to Sections 8.07(g) or (h) or an assignment to any other LenderSection 2.17, an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Default has occurred and is continuing, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereof, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owed owing to it and any the Revolving Credit Note or Notes held by it); provided, however, that (Ai) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this AgreementAgreement (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and Competitive Bid Notes), (Bii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than 57 $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (Ciii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Company pursuant to Section 2.17 shall be arranged by the Company after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Company pursuant to Section 2.17 (A) so long as a Default shall have occurred and be continuing, (B) unless and until such Lender shall have received one or more payments from either the Company, any other Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement (including, but not limited to, any amounts owing under Section 2.11 and Section 2.14), and the Company shall have satisfied all of its other obligations under this Agreement as of the effective date of the assignment and (DC) if any such Eligible Assignee is not an existing Lender, the Company shall have paid to the Agent a processing and recordation fee of $1,000, (vi) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and AssumptionAcceptance, together with any Revolving Credit Note subject to such assignment and and, if such assignment does not occur as a result of a demand by the Company pursuant to Section 2.17 (in which case the Company shall pay the fee required by clause (v)(C) of this Section 9.07(a)), a processing and recordation fee of $3,500, which fee may be waived by and (vii) in the Agent in its sole discretion if such case of an assignment is to an any Affiliate of such Lender that is engaged in the assigning Lenderbusiness of commercial banking, notice thereof shall have been given to the Company and the Agent. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2y) the Lender assignor thereunder shall, to the extent 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 an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments, Designations and Participations. (a) Each Lender may (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayedwithheld, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Default has occurred and is continuing, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereof, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owed to it and any Note or Notes held by it); provided, however, that (A) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (B) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (C) each such assignment shall be to an Eligible Assignee, and (D) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with any Note subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (1) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have the rights and obligations of a Lender hereunder and (2) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Credit Agreement (Dte Energy Co)
Assignments, Designations and Participations. (a) Each Lender (other than the Designated Bidders) may (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Default has occurred and is continuing, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereof, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owed owing to it and any the Revolving Credit Note or Notes held by it); provided, however, that (Ai) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this AgreementAgreement (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and Competitive Bid Notes), (Bii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s 's 81 78 rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall be in no event be less than a minimum amount equal to the lesser of 10% of all such rights and obligations or $10,000,000 or an integral multiple of $1,000,000 in excess thereof5,000,000, (Ciii) each such assignment shall be to an Eligible AssigneeAssignee or an Affiliate of such Lender, (iv) each such assignment to an Eligible Assignee (other than an Affiliate of such Lender) or to any Affiliate of such Lender that is not an Eligible Assignee shall be subject to the consent of the Agent and the Borrower, which consent shall not be unreasonably withheld, and (Dv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and AssumptionAcceptance, together with any Revolving Credit Note and the Gold Note subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning Lender3,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2y) the Lender assignor thereunder shall, to the extent 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 an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments, Designations and Participations. (a) Each Lender (other than a Designated Bidder) may (i) with and shall if requested to do so by the prior consent of the Agent (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required in the event of an assignment or grant Borrower pursuant to Sections 8.07(gSection 2.11(c)) or (h) or an assignment assign to any other LenderPerson, an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Default has occurred and is continuing, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereof, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), assign to one or more Persons all or a portion of its rights and obligations under this Agreement and the Notes (including, without limitation, all or a portion of its Commitment, the Revolving Credit A Advances owed (other than any B Advances or B Notes) owing to it and any the A Note or Notes held by it); provided, however, that (Ai) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (B) except other than in the case of an assignment to a Person thatPerson, that immediately prior to such assignment, assignment was a Lender Lender, or an assignment of all Affiliate of a Lender’s rights Lender (whereupon notice thereof shall promptly be given to the Borrower and obligations under this Agreementthe Administrative Agent), the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (C) each such assignment shall be to an Eligible AssigneeAssignee to which the Borrower and the Administrative Agent have consented (with respect to an assignment of all of such Lender's rights and obligations hereunder, such consents may not be unreasonably withheld), and (Dii) 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 AssumptionAcceptance, together with any A Note or Notes subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived by 3,000 if the Agent in its sole discretion if such assignment assignee is to an Affiliate of the assigning not already a Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, which effective date shall be at least five Business Days after the execution and delivery thereof to the Administrative Agent, (1x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2y) the Lender assignor thereunder shall, to the extent 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 an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments, Designations and Participations. (a) Each Lender may (iother than a Designated Bidder) may, with notice to and the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayedand, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Event of Default has occurred and is continuing, with the consent of the Borrower (which consent shall Borrower, such consents not to be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereof, and which consent shall but not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fundotherwise), assign to one or more Persons banks or other entities all or a portion of its rights and obligations under Credit Agreement this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owed owing to it and any Note or Notes held by it); provided, however, that (Ai) no such consent by the Borrower or the Administrative Agent shall be required in the case of any assignment to a Lender or an Affiliate of the assigning Lender, (ii) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations of the assigning Lender under this AgreementAgreement (other than any right to make B Advances, B Advances owing to it or B Notes), (Biii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this AgreementAgreement to a Lender or to an Affiliate of the assigning Lender, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or 5,000,000 and shall be an integral multiple of $1,000,000 in excess thereofunless the Borrower and the Administrative Agent otherwise agree, (Civ) each such assignment shall be to an Eligible Assignee, and (Dv) 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 AssumptionAcceptance, together with any Note or Notes subject to such assignment, (vi) the parties to each such assignment and (other than the Borrower) shall deliver to the Administrative Agent a processing and recordation fee of $3,500, which fee may and (vii) the Borrower shall be waived deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received by hand or by overnight courier, at the notice address specified by the Agent Borrower in its sole discretion if Section 8.02, a written request for such assignment is to an Affiliate of the assigning Lenderconsent. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2y) the Lender assignor thereunder shall, to the extent 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 an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto); 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.
Appears in 1 contract
Assignments, Designations and Participations. (a) Each Lender may (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayedwithheld, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Default has occurred and is continuing, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereof, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owed to it and any Note or Notes held by it); provided, however, that (A) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (B) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (C) each such assignment shall be to an Eligible Assignee, and (D) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with any Note subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (1) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have the rights and obligations of a Lender hereunder and (2) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Credit Agreement (Dte Energy Co)
Assignments, Designations and Participations. (a) SECTION 8.08. Each Lender may (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Default has occurred and is continuing, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereof, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owed to it and any Note or Notes held by it); provided, however, that (A) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (B) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (C) each such assignment shall be to an Eligible Assignee, and (D) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with any Note subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (1) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have the rights and obligations of a Lender hereunder and (2) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Credit Agreement (Dte Energy Co)
Assignments, Designations and Participations. (a) Each Lender (other than the Designated Bidders) may and, if demanded by the Company (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required in the event of an assignment or grant following a demand by such Lender pursuant to Sections 8.07(g) Section 2.12 or (h) 2.15 or an assignment assertion of illegality by such Lender pursuant to any other Lender, an Affiliate of a Lender, or an Approved Fund) Section 2.13 and (ii) for so long as no Event of Default has occurred and is continuing, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written ) upon at least five Business Days' notice to Agent within ten (10) days after having received notice thereofsuch Lender and the Agent, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Revolving Credit Commitment, the Revolving Credit Advances owed owing to it and any the Revolving Credit Note or Notes held by it); provided, however, that (Ai) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this AgreementAgreement (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and Competitive Bid Notes), (Bii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 20,000,000 (or, in the case of an assignment to a Lender, $5,000,000) or an integral multiple of $1,000,000 in excess thereofthereof unless the Company and the Agent otherwise agree, (Ciii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Company pursuant to this Section 9.06(a) shall be arranged by the Company after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Company pursuant to this Section 9.06(a) unless and until such Lender shall have received one or more payments from either the Borrowers or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (Dvi) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and AssumptionAcceptance, together with any Revolving Credit Note subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived 3,500 payable by the Agent parties to each such assignment, provided, however, that in its sole discretion if the case of each assignment made as a result of a demand by the Company, such recordation fee shall be payable by the Company except that no such recordation fee shall be payable in the case of an assignment is made at the request of the Company to an Affiliate Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of the assigning LenderCompany and the Agent, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AssumptionAcceptance, relinquish its rights (other than its rights under Section 2.12, 2.15 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments, Designations and Participations. (a) Each Lender (other than the Designated Bidders) may and, if demanded by the Company (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required in the event of an assignment or grant following a demand by such Lender pursuant to Sections 8.07(g) Section 2.11 or (h) 2.14 or an assignment assertion of illegality by such Lender pursuant to any other Lender, an Affiliate of a Lender, or an Approved Fund) Section 2.12 and (ii) for so long as no Event of Default has occurred and is continuing, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written ) upon at least five Business Days' notice to Agent within ten (10) days after having received notice thereofsuch Lender and the Agent, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owed owing to it and any the Revolving Credit Note or Notes held by it); provided, however, that (Ai) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this AgreementAgreement (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and Competitive Bid Notes), (Bii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 25,000,000 (or, in the case of an assignment to a Lender, $5,000,000) or an integral multiple of $1,000,000 in excess thereofthereof unless the Company and the Agent otherwise agree, (Ciii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Company pursuant to this Section 9.06(a) shall be arranged by the Company after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Company pursuant to this Section 9.06(a) unless and until such Lender shall have received one or more payments from either the Borrowers or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (Dvi) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and AssumptionAcceptance, together with any Revolving Credit Note subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived 3,500 payable by the Agent parties to each such assignment, provided, however, that in its sole discretion if the case of each assignment made as a result of a demand by the Company, such recordation fee shall be payable by the Company except that no such recordation fee shall be payable in the case of an assignment is made at the request of the Company to an Affiliate Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of the assigning LenderCompany and the Agent, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AssumptionAcceptance, relinquish its rights (other than its rights under Section 2.11, 2.14 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments, Designations and Participations. (a) Each Lender Party (other than the Designated Bidders) may assign, and, if (i) demanded by the Borrower following either (x) a payment by the Borrower of Taxes with respect to such Lender in accordance with Section 2.14 or (y) the prior consent of the Agent (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required in the event occurrence of an assignment or grant pursuant event that would, upon payment to Sections 8.07(g) or (h) or an assignment such Lender of amounts hereunder, require a payment by the Borrower of Taxes with respect to any other Lender, an Affiliate of a Lender, or an Approved Fund) such Lender in accordance with Section 2.14 and (ii) for so long as no Default has occurred and is continuing, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written upon at least 30 Business Days' notice to Agent within ten (10) days after having received notice thereofsuch Lender and the Paying Agent, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lenderwill assign, an Affiliate of a Lender, or an Approved Fund), assign to one or more Persons banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its CommitmentCommitment or Commitments, the Revolving Credit Advances owed owing to it (including accrued interest) and any the Note or Notes held by itit but not including any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and Competitive Bid Notes); provided, however, that (A) each such assignment shall be of a constant, and not a varying, fixed percentage of all rights and obligations under this Agreement, and in respect of all of the Facilities under which it has a Commitment; (B) except in the case (x) of an assignment to a Person that, immediately prior to such assignment, was a Lender or (y) an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple 10,000,000, and the amount of the Commitment of the assigning Lender being retained by such Lender immediately after giving effect to such assignment (determined as of the effective date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $1,000,000 in excess thereof10,000,000, (C) each such assignment shall be to an Eligible Assignee, (D) each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Managing Agents and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (E) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (F) no such assignments will be permitted without the consent of the Managing Agents until the Managing Agents shall have notified the Lender Parties that syndication of the Commitments thereunder has been completed, and (DG) the parties to each such assignment shall execute and deliver to the Paying Agent, for its acceptance and recording in the Register, an Assignment and AssumptionAcceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning Lender2,500. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender Party's hereunder and (2y) the Lender Party's assignor thereunder shall, to the extent 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 an assigning Lender’s Lender Party's rights and obligations under this Agreement, such Lender Party shall cease to be a party hereto).
Appears in 1 contract
Assignments, Designations and Participations. (a) Each Lender may (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or other than any Designated Lender except for an assignment to any other its Designating Lender) may assign, and, if demanded by the Borrower upon at least 30 Business Days' notice to such Lender and the Administrative Agent following either (w) such Lender becoming a Defaulting Lender, an Affiliate of (x) a Lender, or an Approved Fund) and (ii) for so long as no Default has occurred and is continuing, with the consent of payment by the Borrower of Taxes with respect to such Lender in accordance with Section 2.13, (which consent shall not be unreasonably withheld or delayed and providedy) the occurrence of an event that would, in any eventupon payment to such Lender of amounts hereunder, that require a payment by the Borrower shall be deemed of Taxes with respect to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereof, and which consent shall not be required Lender in the event of an assignment or grant pursuant to Sections 8.07(g) accordance with Section 2.13 or (hz) or an assignment to any other Lendera demand for payment under Section 2.10 and will assign, an Affiliate of a Lender, or an Approved Fund), assign to one or more Persons banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its CommitmentCommitment or Commitments, the Advances owing to it (including accrued interest) and any Revolving Credit Note held by it but not including Competitive Bid Advances owed owing to it and any Note Competitive Bid Notes), with (except in the case of an assignment to an Affiliate of such Lender) the prior written consent of the Administrative Agent and (so long as no Default has occurred and is continuing) the Borrower, such consent not to be unreasonably withheld or Notes held by it)delayed; provided, however, that (A) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (B) except in the case of (x) an assignment to a Person that, immediately prior to such assignment, was a Lender, (y) an assignment to an Affiliate of the assigning Lender (including an assignment by a Designated Lender to its Designating Lender) or (z) an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, and the amount of the Commitment of the assigning Lender being retained by such Lender immediately after giving effect to such assignment (Cdetermined as of the effective date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $10,000,000, (B) each such assignment shall be to an Eligible Assignee, (C) each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (D) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) (1) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement and (D2) if a Default has occurred and is continuing, (E) no such assignments will be permitted until the earlier to occur of the Effective Date and the date that syndication of the Commitments hereunder has been completed as notified by the Administrative Agent to the Lenders, and (F) 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 AssumptionAcceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500, which provided that the Borrower shall pay such recordation fee may be waived in the case of any assignment demanded by the Agent in its sole discretion if such assignment Borrower pursuant to this Section 8.07(a) that is not made to an Affiliate of the assigning another Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2y) the Lender Lender's assignor thereunder shall, to the extent 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 an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments, Designations and Participations. (a) Each Lender may (i) may, with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fundwithheld) and (ii) for so long as no Default has occurred and is continuing, with the consent of ) the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10withheld) days after having received notice thereof, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owed to it and any Note or Notes held by it); provided, however, that (Ai) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement and, for so long as no Default has occurred and is continuing, shall be made concurrently with an assignment in a ratable amount of such Lender's rights and obligations under the Three-Year Agreement (including, without limitation, all or a portion of its "Commitment", "Revolving Credit Advances" owed to it and any "Note" or "Notes" held by it under (and as each such term is defined in) the Three-Year Agreement), (Bii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (Ciii) each such assignment shall be to an Eligible Assignee, and (Div) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and AssumptionAcceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning Lender3,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2y) the Lender assignor thereunder shall, to the extent 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 an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).. 39 SIDLEY XXXXXX XXXXX & XXXX LLP
Appears in 1 contract
Samples: Credit Agreement (Michigan Consolidated Gas Co /Mi/)
Assignments, Designations and Participations. (a) Each Lender (other than a Designated Bidder) may (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Default has occurred and is continuing, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereof, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), assign to one or more Persons banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit A Advances owed owing to it and any the A Note or Notes held by it); provided, however, that (Ai) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this AgreementAgreement (other than any right to make B Advances, B Advances owing to it or B Notes), (Bii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or 5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof1,000,000, (Ciii) each such assignment shall be to an Eligible Assignee, and (Div) 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 AssumptionAcceptance, together with any A Note or Notes subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning Lender3,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2y) the Lender assignor thereunder shall, to the extent 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 an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Credit Agreement (Trinova Corp)
Assignments, Designations and Participations. (a) Each Lender may (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayedwithheld), and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Default has occurred and is continuing, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereofwithheld), and (iii) with the prior consent of the LC Issuer (which consent shall not may be required given or withheld in the event sole discretion of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fundthe LC Issuer), assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Outstanding Credit Advances Exposures owed to it and any Note or Notes held by it); provided, however, that (A) no consent of the LC Issuer shall be required if no amounts remain available to be drawn under any Facility LC and the assigning Lender has made all payments required to be made by it to the LC Issuer pursuant to Section 2.16 hereof, and that the LC Issuer may not assign its direct obligations under the Facility LC, (B) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement and, for so long as no Default has occurred and is continuing, shall be made concurrently with an assignment in a ratable amount of such Lender's rights and obligations under the 364-Day Agreement (including, without limitation, all or a portion of its "Commitment", "Revolving Credit Advances" owed to it and any "Note" or "Notes" held by it under (and as each such term is defined in) the 364-Day Agreement), (BC) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (CD) each such assignment shall be to an Eligible Assignee, and (DE) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and AssumptionAcceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning Lender3,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2) the Lender assignor thereunder shall, to the extent 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 an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Credit Agreement (Dte Energy Co)
Assignments, Designations and Participations. (a) Each Lender may (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund) ), and (ii) for so long as no Default has occurred and is continuing, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereof, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Outstanding Credit Advances Exposures owed to it and any Note or Notes held by it); provided, however, that (A) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (B) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment and Outstanding Credit Exposure of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (C) each such assignment shall be to an Eligible Assignee, and (D) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with any Note subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (1) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have the rights and obligations of a Lender hereunder and (2) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Credit Agreement (DTE Electric Co)
Assignments, Designations and Participations. (a) Each Lender may (i) may, with notice to and the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayedand, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Event of Default under Sections 6.01(a) or (e) has occurred and is continuing, with the consent of the Borrower (which consent shall Borrower, such consents not to be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereof, and which consent shall but not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fundotherwise), assign to one or more Persons banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owed Loans owing to it and any Note or Notes held by it); provided, however, that (Ai) no such consent by the Borrower or the Administrative Agent shall be required in the case of any assignment (x) to a Lender, or (y) following the Closing Date, to an Affiliate of a Lender or a Related Fund of a Lender, (ii) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations of the assigning Lender under this Agreement, (Biii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this AgreementAgreement to a Lender, to an Affiliate of a Lender or a Related Fund of a Lender, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or 2,500,000 and shall be an integral multiple of $1,000,000 in excess thereof500,000 unless the Borrower and the Administrative Agent otherwise agree, (Civ) each such assignment shall be to an Eligible Assignee, and (Dv) 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 AssumptionAcceptance, together with any Note or Notes of the assigning Lender subject to such assignment, (vi) the parties to each such assignment and (other than the Borrower) shall deliver to the Administrative Agent a processing and recordation fee of $3,500, which fee may and (vii) the Borrower shall be waived deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received by hand or by overnight courier, at the notice address specified by the Agent Borrower in its sole discretion if Section 8.02, a written request for such assignment is to an Affiliate of the assigning Lenderconsent. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2y) the Lender assignor thereunder shall, to the extent 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 an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto); 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.
Appears in 1 contract
Assignments, Designations and Participations. (a) Each Lender (other than the Designated Bidders) may (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayedand, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Default has occurred and is continuing, with the consent of if demanded by the Borrower (which consent shall not be unreasonably withheld if payments are owed to such Lender pursuant to Section 2.11 or delayed and provided, in any event, that the Borrower shall be deemed 2.14 or following notice by such Lender pursuant to have consented to any such assignment unless it shall object thereto by written Section 2.12) upon at least five Business Days' notice to Agent within ten (10) days after having received notice thereofsuch Lender and the Agent, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owed owing to it and any the Revolving Credit Note or Notes held by it); provided, however, that (Ai) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this AgreementAgreement (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and Competitive Bid Notes), (Bii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereofthereof unless the Borrower and the Agent otherwise agree, (Ciii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (Dvi) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and AssumptionAcceptance, together with any Revolving Credit Note subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived 3,500 payable by the Agent parties to each such assignment; provided, however, that in its sole discretion if the case of each assignment made as a result of a demand by the Borrower, such recordation fee shall be payable by the Borrower except that no such recordation fee shall be payable in the case of an assignment is made at the request of the Borrower to an Affiliate Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of the assigning LenderBorrower and the Agent, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AssumptionAcceptance, relinquish its rights (other than its rights under Section 2.11, 2.14 and 8.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments, Designations and Participations. (a) Each Lender may (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayedwithheld, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Default has occurred and is continuing, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereof, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owed to it and any Note or Notes held by it); provided, however, that (A) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (B) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (C) each such assignment shall be to an Eligible Assignee, and (D) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with any Note subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (1) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have the rights and obligations of a Lender hereunder and (2) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Credit Agreement (Dte Energy Co)
Assignments, Designations and Participations. (a) Each Lender may (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Default has occurred and is continuing, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereof, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owed to it and any Note or Notes held by it); provided, however, that (A) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (B) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender Xxxxxx being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (C) each such assignment shall be to an Eligible Assignee, and (D) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with any Note subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (1) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have the rights and obligations of a Lender hereunder and (2) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Credit Agreement (DTE Electric Co)
Assignments, Designations and Participations. (a) Each Lender may (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Default has occurred and is continuing, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereofwithheld, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), (ii) for so long as no Default has occurred and is continuing, with the consent of the Borrower (which consent shall not be unreasonably withheld, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), and (iii) with the prior consent of the LC Issuers (which consent shall not be unreasonably withheld, and which consent shall not be required in the event of an assignment or grant pursuant to Section 8.07(g) or (h)), assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Outstanding Credit Advances Exposures owed to it and any Note or Notes held by it); provided, however, that (A) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (B) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (C) each such assignment shall be to an Eligible Assignee, and (D) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with any Note subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (1) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have the rights and obligations of a Lender hereunder and (2) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Credit Agreement (Dte Energy Co)
Assignments, Designations and Participations. (a) Each Lender (other than the Designated Bidders) may (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Default has occurred and is continuing, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereof, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), assign to one or more Persons banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, Commitment and the Revolving Credit Advances owed owing to it and any Note or Notes held by it); provided, however, that that, except in the case of assignments by a Lender to an affiliate of such Lender, (Ai) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this AgreementAgreement (other than any right to make Bid Advances or Bid Advances owing to it), (Bii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or and shall be an integral multiple of $1,000,000 in excess thereof, (Ciii) each such assignment shall be to an Eligible Assignee, (iv) the Borrower shall consent to the assignee (which consent shall not be unreasonably withheld), (v) the Agent shall consent to such assignee (which consent shall not be unreasonably 113 119 withheld) and (Dvi) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and AssumptionAcceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500, which 3000 (such fee may shall not be waived paid by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning LenderBorrowers). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, Acceptance (1x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2y) the Lender assignor thereunder shall, to the extent 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 an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). If a Lender assigning all or a portion of its rights and obligations under this Agreement pursuant to this Section 9.08(a) (or its Designated Issuer) shall have issued a Syndicated Letter of Credit that remains outstanding at the time of such assignment, such Lender (or its Designated Issuer) shall be deemed to have sold and transferred irrevocably and unconditionally to the assignee, and such assignee shall be deemed to have purchased and received irrevocably and unconditionally, an undivided interest and participation to the extent of the interest being transferred to such assignee in such Letter of Credit, and the assignee's Commitment shall be deemed used by the amount of such participation for so long as such Letter of Credit remains outstanding and the assignor's remaining Commitment, if any, shall not be deemed used by the amount of such participation. In the event any reimbursement obligation in respect of such Letter of credit is not paid to such assigning Lender (or Designated Issuer) when due, the Lender shall promptly notify the assignee of the amount of such reimbursement obligation and such assignee shall promptly pay to the assigning Lender, in same day funds, an amount equal to such assignee's participation interest of the amount of such unpaid reimbursement obligation.
Appears in 1 contract
Samples: Credit Agreement (Bwip Inc)
Assignments, Designations and Participations. (a) -------------------------------------------- Each Lender (other than the Designated Bidders) may (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayedand, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Default has occurred and is continuing, with the consent of if demanded by the Borrower (which consent shall not be unreasonably withheld following a demand by such Lender pursuant to Section 2.10 or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written 2.13) upon at least 10 Business Days' notice to Agent within ten (10) days after having received notice thereofsuch Lender and the Agent, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owed owing to it and any Revolving Note or Notes held by it); provided, however, that (Ai) each such assignment shall be -------- ------- of a constant, and not a varying, percentage of all rights and obligations under this AgreementAgreement (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and Competitive Bid Notes), (Bii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or 5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof1,000,000, (Ciii) if the assigning Lender is assigning less than all of its Commitment, such assigning Lender shall retain a Commitment of at least $5,000,000, (iv) each such assignment shall be to an Eligible Assignee, and (Dv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and AssumptionAcceptance, together with any Revolving Note or Notes subject to such assignment and a processing and recordation fee of $3,5002,500, which fee may be waived (vi)each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Agent in its sole discretion if such and shall be either an assignment is to an Affiliate of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (vii)no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Revolving Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement and (viii) upon each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.07(a) to an Eligible Assignee which is not, before giving effect to such assignment, a Lender, the Borrower shall pay to the Agent a $2,500 administration fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2y) the Lender assignor thereunder shall, to the extent 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 an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments, Designations and Participations. (a) Each Lender may (iother than a Designated Bidder) may, with notice to and the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayedand, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund) and (ii) for so long as no Event of Default has occurred and is continuing, with the consent of the Borrower (which consent shall Borrower, such consents not to be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereof, and which consent shall but not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fundotherwise), assign to one or more Persons banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owed owing to it and any the Note or Notes held by it); provided, however, that (Ai) no such consent by the Borrower or the Administrative Agent shall be required in the case of any assignment to an Affiliate of the assigning Lender, (ii) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations of the assigning Lender under this AgreementAgreement (other than any right to make B Advances, B Advances owing to it or B Notes), (Biii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or 5,000,000 and shall be an integral multiple of $1,000,000 in excess thereofunless the Borrower and the Administrative Agent otherwise agree, (Civ) each such assignment shall be to an Eligible Assignee, and (Dv) 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 AssumptionAcceptance, together with any Note or Notes subject to such assignment, and (vi) the parties to each such assignment and (other than the Borrower) shall deliver to the Administrative Agent a processing and recordation fee of $3,500, which fee may be waived by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (1x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (2y) the Lender assignor thereunder shall, to the extent 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 an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
