Assignments. (a) Any Lender may at any time assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required.
Appears in 4 contracts
Samples: Credit Agreement (Southwest Gas Holdings, Inc.), Revolving Credit Agreement (Southwest Gas Corp), Revolving Credit Agreement (Southwest Gas Corp)
Assignments. (a) Any Lender may may, with the prior written consent of the Administrative Agent and (except during the existence of a Default) the Borrower, which consent(s) shall not be unreasonably withheld or delayed, at any time assign to one or more financial institutions Persons that (but not to unless a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or Default exists) are Eligible Assignees (provided that no written consent of the Borrower or the Administrative Agent shall be required in connection with any assignment by a Lender to an Eligible Assignee that is a Lender or an Affiliate of any Lender and that the Borrower will be deemed to have consented to an assignment if it fails to respond negatively to a written request for consent within ten Business Days of delivery of such request and provided, further, that it is acknowledged that it is reasonable for the Borrower to withhold its consent to an assignment to a competitor of the Borrower or to an Affiliate of a competitor of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”)) all, other than a Defaulting Lender or a subsidiary thereof or any financial institution whoportion, upon becoming a of the Loans, the Commitment and the other rights and obligations of such Lender hereunder, would constitute in a Defaulting Lender minimum Dollar/Peso Equivalent amount of $5,000,000 or a subsidiary thereofhigher integral multiple of $1,000,000 (or, allif less, or a proportionate part all of all, of its such Lender’s remaining rights and obligations under this Agreementhereunder); provided that the Credit Parties and the Agents may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until: (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Administrative Agent by such Lender and/or its Assignee, (ii) such Lender and its Assignee shall assume such rights have delivered to the Borrower and obligations, pursuant to an instrument, the Administrative Agent a duly executed Assignment Agreement substantially in substantially the form of Exhibit E C (an “Assignment and AcceptanceAgreement”), executed by such Assignee and such transferring Lender, ) together with (and the Note(s) subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect except to each the extent waived by the Administrative Agent, such assignment, the Commitment of the assignor (if it has not assigned Lender or its entire interest) and of the assignee Assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice paid to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and payment by such Assignee a processing fee relating to such transferring Lender of an assignment in the amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 3,500. Notwithstanding the foregoing, no such assignment shall be allowed if it would require securities registration under any Applicable Law or if the assigner thereof (if it is assigning less than all of its Loans and Commitments) would, after such assignment, have less than $5,000,000 (or $7,500, if the transferring Lender is a Defaulting Lenderits Dollar/Peso Equivalent) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to this Agreement Loans and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredremaining Commitments.
Appears in 3 contracts
Samples: Credit Agreement (Axtel Sab De Cv), Credit Agreement (Axtel Sab De Cv), Credit Agreement (Axtel Sab De Cv)
Assignments. (a) Any Lender may at any time assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for with the primary benefit of, a natural Person, or the Borrower or any written consents of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights Company and obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower Agent (which consent shall consents will not be unreasonably withheld or delayed delayed) at any time assign and which consent shall be deemed delegate to have been given if the Borrower has not responded within ten Business Days one or more Eligible Assignees (any Person to whom an assignment and delegation is made being herein called an “Assignee”) all or any fraction of its receipt of a written request for such consent) Lender’s Committed Loans and the Administrative Agent (which consent shall not be unreasonably withheld)Commitment; provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) a Lender’s Commitment shall be in a the minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000thereof; provided furtherthat, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender of the entire remaining amount of the assigning Lender’s Commitment and the Committed Loans at the time owing to an Affiliate of such Lenderit, to another Lenderno minimum amount need be assigned; provided, or to an Approved Fund; provided further, that any no such consent of from the Borrower otherwise required under this Section Company shall not be required if if, at such time, an Event of Default under Section 10.1.1 or 10.1.3 has occurred and is continuing; provided, further, that, any such Assignee will comply, if applicable, with the provisions contained in Section 5.4; provided, further, the Company may withhold consent to the assignment of any Lender’s Committed Loans and provided Commitment to an Assignee for whom it is illegal to make a LIBOR Rate Loan described in Section 12.9(b)(iii) or that the Borrower would be required to compensate for any withholding or deductions described in clauses (i) or (ii) of Section 12.9(b) that are in excess of any such withholding or deductions the Borrower would be required to compensate to such assigning Lender, and any such withholding of consent by the Company is and hereby will be deemed to be reasonable; and provided, further, that the Borrower and the Agent shall be deemed entitled to have consented continue to any deal solely and directly with such assignment unless it shall object thereto by written notice assigning Lender in connection with the interests so assigned and delegated to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and payment by Assignee until such Assignee to such transferring assigning Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), and/or such Assignee shall be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in consummated such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required.assignment:
Appears in 3 contracts
Samples: Revolving Credit Agreement, Revolving Credit Agreement (AerCap Holdings N.V.), Revolving Credit Agreement (AerCap Holdings N.V.)
Assignments. (a) Any Lender may may, in the ordinary course of its commercial lending business and in accordance with applicable law, at any time and from time to time, with the consent of the Issuing Lenders (which consent shall not be unreasonably withheld or delayed) assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower any Lender or any Affiliate thereof or, with the consent of the Borrower’s Affiliates or Subsidiaries) , the Administrative Agent, the Issuing Lenders and the Swingline Lenders (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed which consent of the Borrower (which consent Borrower, the Administrative Agent, the Issuing Lenders and the Swingline Lenders shall not be unreasonably withheld or delayed and which consent shall not be required from the Borrower during the continuation of an Event of Default and shall be deemed to have been given if the Borrower has not responded objected thereto within ten fifteen Business Days of notice thereof), to an additional bank or financial institution (an “Assignee”) all or any part of its receipt rights and obligations under this Agreement and the other Loan Documents pursuant to an Assignment and Assumption, substantially in the form of Exhibit E (an “Assignment and Assumption”), executed by such Assignee, such assigning Lender, and (to the extent required by this paragraph) the Administrative Agent, the Issuing Lender and the Swingline Lenders (and, in the case of an Assignee that is not then a Lender or an Affiliate thereof, by the Borrower) and delivered to the Administrative Agent for its acceptance and recording in the Register, provided that, in the case of any such assignment to an additional bank or financial institution, (i) the sum (without duplication) of the aggregate principal amount of the Commitments and Exposure being assigned shall not be less than $10,000,000 (or, if such Assignee is an Affiliate of a written request for Lender, $5,000,000, or such consent) lesser amount as may be agreed to by the Borrower and the Administrative Agent Agent) and (which consent ii) (x) the sum (without duplication) of the aggregate principal amount of the Commitments and Exposure retained by the assigning Lender, if any, shall not be unreasonably withheld); provided that less than $10,000,000 (ior such lesser amount as may be agreed to by the Borrower and the Administrative Agent) each such assignment (other than assignments (x) to its Affiliates, or (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment assigning Lender shall hold no Loans or Commitments. For the avoidance of doubt, no Lender may at any time assign or transfer all or any part of its rights and obligations under this Agreement and the other Loan Documents to any natural person or to the Borrower or any Affiliate of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereofBorrower. Upon execution such execution, delivery, acceptance and delivery of an recording, from and after the effective date determined pursuant to such Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or Assumption, (x) the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee thereunder shall be a Lender party hereto and, to this Agreement the extent provided in such Assignment and shall Assumption, have all the rights and obligations of a Lender hereunder with a Commitment as set forth therein, and (y) the assigning Lender thereunder shall, to the extent provided in such Assignment and AcceptanceAssumption, and the transferring Lender shall be released from its obligations hereunder under this Agreement (and, in the case of an Assignment and Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a corresponding extentparty hereto), but shall retain its rights pursuant to Sections 2.13, 2.14 and no further consent 2.15 in respect of the period prior to such effective date. Any assignment or action transfer by any party a Lender of rights or obligations under this Agreement that does not comply with this Section 9.6(c) shall be requiredtreated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (b) of this Section.
Appears in 3 contracts
Samples: Credit Agreement (Southern California Edison Co), Credit Agreement (Southern California Edison Co), Credit Agreement
Assignments. (a) Any Lender may at any time assign In addition to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”assignments permitted by Section 11.3(a), other than a Defaulting each Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lendermay, with (and subject to) the signed prior written consent of the Borrower Borrowers and the Administrative Agent (provided that no consent of the Borrowers shall be required during the existence and continuation of an Event of Default), which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days delayed, assign all or a portion of its receipt rights and obligations hereunder pursuant to an assignment agreement substantially in the form of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld)Exhibit 11.3 to one or more Eligible Assignees; provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower Borrowers shall be deemed to have consented to any such assignment unless it the Borrowers shall object thereto by written notice to the Administrative Agent within five 10 Business Days after having received notice thereof. Upon execution ; and delivery provided further that (i) any such assignment shall be in a minimum aggregate amount of an Assignment $1,000,000 of the Loans and Acceptance Commitments and payment in integral multiples of $1,000,000 above such amount (or the remaining amount of Loans and Commitments held by such Assignee to Lender), (ii) each such transferring Lender assignment shall be of an amount equal to a constant, not varying, percentage of all of the purchase price agreed between such transferring Lender assigning Lender’s rights and such Assignee obligations under the Loans and payment by Commitments being assigned and (iii) the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500assignee, if the transferring Lender is it shall not be a Defaulting Lender) , shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more Persons to whom all syndicate-level information (unless which may contain material non-public information about the Borrowers and their related parties or their respective securities) will be made available and who may receive such fee is waived by information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws. Any assignment hereunder shall be effective upon satisfaction of the conditions set forth above and delivery to the Administrative Agent of a duly executed assignment agreement together with a transfer fee of $3,500 payable to the Administrative Agent for its own account. Upon the effectiveness of any such assignment, the assignee shall become a “Lender” for all purposes of this Credit Agreement and the other Credit Documents and, to the extent of such assignment, the assigning Lender shall be relieved of its obligations hereunder to the extent of the Loans and Commitment components being assigned. The Borrowers agree that upon notice of any assignment to an assignee that was not theretofore a Lender, they will promptly provide to such assignee a new Note. Each Lender agrees that, in the event it assigns all of its Commitment hereunder, it shall promptly return the Note or Note(s) executed by the Borrowers in its sole discretionfavor. By executing and delivering an assignment agreement in accordance with this Section 11.3(b), such Assignee the assigning Lender thereunder and the assignee thereunder shall be a deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender party to this Agreement warrants that it is the legal and shall have all beneficial owner of the rights interest being assigned thereby free and obligations clear of a Lender with a Commitment any adverse claim and the assignee warrants that it is an Eligible Assignee; (ii) except as set forth in clause (i) above, such Assignment assigning Lender makes no representation or warranty and Acceptanceassumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Borrower or its Subsidiaries or the performance or observance by any Credit Party of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assigning Lender and such assignee each represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the transferring Lender shall time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be released from its obligations hereunder to performed by it as a corresponding extent, and no further consent or action by any party shall be requiredLender.
Appears in 3 contracts
Samples: Agreement (Brandywine Operating Partnership, L.P.), Term Loan a Agreement (Brandywine Operating Partnership, L.P.), Term Loan B Agreement (Brandywine Operating Partnership, L.P.)
Assignments. (a) Any Lender may at any time assign The parties hereto hereby agree and consent to one the complete or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower partial assignment by each Conduit Purchaser of all or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, portion of its rights under, interest in, title to and obligations under this Agreement (i) to the Committed Purchasers pursuant to this Agreement or to a Funding Source pursuant to a Funding Agreement, and such Assignee shall assume such rights and obligations(ii) to any other Purchaser, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld any Managing Agent or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent or any of their respective Affiliates (other than an issuer of commercial paper notes or other entity which obtains funds from such an issuer of commercial paper notes), (iii) to any other issuer of commercial paper notes or other entity which obtains funds from such an issuer of commercial paper notes, which in either case (x) is sponsored or administered by the Managing Agent of such Conduit Purchaser’s Purchase Group or administered by any Affiliate of such Managing Agent and (y) has a short-term debt rating of “A-1” or better by S&P and “P-1” or better by Xxxxx’x or (iv) to any other Person with the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed); provided that (i) each such assignment (other than assignments (x) to its Affiliatesthat, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Amortization Event of Default has occurred and is continuing, consent of Seller shall not be required for any such assignment pursuant to this clause (iv); and provided provided, further, that the Borrower in no event shall be deemed any Conduit Purchaser assign any of its rights, interests or obligations under this Agreement to have consented to a Marathon Competitor, and upon any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion)assignment, such Assignee shall be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Acceptance, and the transferring Lender Conduit Purchaser shall be released from its obligations hereunder so assigned. Further, Seller, Servicer, the Administrative Agent, the related Managing Agent and each related Committed Purchaser hereby agree that any assignee of a Conduit Purchaser of this Agreement or all or any of the interests of any Conduit Purchaser shall have all of the rights and benefits under this Agreement as if the term “Conduit Purchaser” explicitly referred to a corresponding extentsuch party, and no further consent such assignment shall in any way impair the rights and benefits of any Conduit Purchaser hereunder. Neither Seller nor Servicer shall have the right to assign its rights or action obligations under this Agreement (other than the delegation by any party shall be requiredServicer of its duties or responsibilities as Servicer as permitted under and in accordance with Section 8.1(b)(i)).
Appears in 3 contracts
Samples: Receivables Purchase Agreement (Marathon Petroleum Corp), Receivables Purchase Agreement (Marathon Petroleum Corp), Receivables Purchase Agreement (Marathon Petroleum Corp)
Assignments. (a) Any Lender may at any time assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreement, and such Assignee shall assume such rights and obligationsLender, pursuant to an instrument, in substantially the form of Exhibit E (an “a Lender Assignment and Acceptance”), executed by such Assignee and such transferring LenderAgreement, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld delayed or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days withheld) of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such LenderBorrower Representative, to another Lender, the extent no Default or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; continuing (each such consent not to be unreasonably withheld or delayed (and provided further, that the Borrower Representative shall be deemed to have consented if it fails to object to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having it received written notice thereof. Upon execution ), (ii) the Issuer (with respect to assignments of Revolving Loans and delivery Revolving Loan Commitments), and (iii) the Agent, may at any time assign and delegate to any one or more commercial banks, funds or other financial institutions; provided that with the consent of an Assignment the Issuer (with respect to assignments of Revolving Loans or Revolving Loan Commitments) and Acceptance and payment by such Assignee to such transferring Lender of an amount equal upon notice to the purchase price agreed between such transferring Borrower Representative and the Agent, upon the Agent’s acknowledgment on a Lender Assignment Agreement, any Lender may assign and such Assignee and payment by the transferring delegate to any of its Affiliates or to any other Lender or to a Related Fund of any Lender (pursuant to applicable law) (each Person described in either of the foregoing clauses as being the Person to whom such assignment and delegation is to be made, being hereinafter referred to as an “Assignee Lender”), all or any fraction of an assignment fee such Lender’s Loans, Letter of Credit Outstandings and Commitments in a minimum aggregate amount of $4,500 5,000,000 (or $7,500or, if less, the transferring Lender is a Defaulting entire remaining amount of such Lender) ’s Loans, Letter of Credit Outstandings and Commitments). Notwithstanding the foregoing, the Issuer may withhold consent (to the Administrative Agent (unless such fee is waived by the Administrative Agent extent a consent right exists) in its sole discretion)discretion to an assignment of Revolving Loans and Revolving Loan Commitments to a Person, if such Assignee assignment would, pursuant to any applicable laws, rules or regulations binding on the Issuer, result in a reduced rate of return to the Issuer or require the Issuer to set aside capital in an amount that is greater than that which is required to be set aside for any other Lender participating in the Letters of Credit. Each Obligor and the Agent shall be entitled to continue to deal solely and directly with a Lender party in connection with the interests so assigned and delegated to this Agreement and shall have all the rights and obligations of a an Assignee Lender with a Commitment as set forth in such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required.until:
Appears in 3 contracts
Samples: Credit Agreement, Credit Agreement (Parametric Sound Corp), Credit Agreement (Parametric Sound Corp)
Assignments. Each Bank may assign all or a portion of its rights and obligations hereunder pursuant to this clause (ab)(A) Any Lender may at any time assign to (x) one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower Banks or any affiliates of any Bank or (y) one or more other Eligible Transferees, provided that (i) any such assignment pursuant to clause (y) above shall be in the Borrower’s Affiliates aggregate amount of at least $5,000,000, (ii) after giving effect to any such assignment pursuant to clause (x) or Subsidiaries(y) above, no Bank shall have a Commitment of less than $5,000,000 unless such Bank's Commitment is reduced to zero pursuant to such assignment, (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or iii) the assigning Bank shall not assign any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreement without assigning the same percentage of its rights and obligations under the 364-Day Agreement, and such Assignee shall assume such rights and obligations, (iv) any assignment pursuant to an instrument, in substantially clause (y) shall require the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (Borrowers, which consent shall not be unreasonably withheld); , and provided that (i) each further, that, so long as no Loans or interest thereon shall be outstanding and no Default or Event of Default shall have occurred with respect to PPL, Finance Co. or Resources and then be continuing, the Borrowers may at their option terminate the portion of such assignment (other than assignments (x) assigning Bank's Commitment proposed to its Affiliates, be assigned pursuant to clause (y) above in lieu of consenting to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, and the Total Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided furtherreduced in the amount of such termination. Assignments or terminations of all or any portion of any Bank's Commitment pursuant to this clause (b)(A) will only be effective if the Agent shall have received a written notice from the assigning Bank and the assignee, that or, in the foregoing consent requirement shall not be applicable case of a termination, the Borrowers, and, in the case of an assignment, payment of a nonrefundable assignment fee of $2,500 to the Agent by either the assigning Bank or the assignee. No later than five Business Days after its receipt of any written notice of assignment or other transfer by any Lender to an Affiliate of termination, the Agent will record such Lenderassignment or termination, to another Lender, or to an Approved Fund; provided further, that any consent and the resultant effects thereof on the Commitment of the Borrower otherwise required under this Section assigning or terminating Bank and, in the case of an assignment, the assignee, in the Register, at which time such assignment or termination shall become effective, provided that the Agent shall not be required if an Event to, and shall not, so record any assignment or termination in the Register on or after the date on which any proposed amendment, modification or supplement in respect of Default this Agreement has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice been circulated to the Administrative Agent within five Business Days after having received notice thereofBanks for approval until the earlier of (x) the effectiveness of such amendment, modification or supplement in accordance with Section 10.4 or (y) 30 days following the date on which such proposed amendment, modification or supplement was circulated to the Banks. Upon execution and delivery the effectiveness of any assignment or termination pursuant to this clause (b)(A), (x) the assignee, in the case of an Assignment and Acceptance and payment by such Assignee to such transferring Lender assignment, will become a "Bank" for all purposes of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to this Agreement and shall have all the rights and obligations of a Lender other Loan Documents with a Commitment as set forth so recorded by the Agent in such Assignment and Acceptancethe Register, and to the transferring Lender extent of such assignment or termination, the assigning or terminating Bank shall be released from relieved of its obligations hereunder with respect to a corresponding extent, and no further consent the portion of its Commitment being assigned or action by any party shall be requiredterminated.
Appears in 2 contracts
Samples: Pp&l Inc, Pp&l Resources Inc
Assignments. (a) Any Lender may may, in the ordinary course of its commercial lending business and in accordance with applicable law, at any time and from time to time, assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower any Lender or any Affiliate or Approved Fund thereof or, with the consent of the Borrower’s Affiliates , the Administrative Agent, the Issuing Lender and the Swingline Lender (which consent of the Borrower, the Administrative Agent, the Issuing Lender and the Swingline Lender shall not be unreasonably withheld or Subsidiaries) delayed and which consent shall not be required from the Borrower during the continuation of an Event of Default), to an additional bank or financial institution (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof ) all or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreement, Agreement and such Assignee shall assume such rights and obligations, the other Loan Documents pursuant to an instrumentAssignment and Acceptance, substantially in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and Assignee, such transferring assigning Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iiito the extent required by this paragraph) after giving effect to each such assignmentthe Administrative Agent, the Commitment of Issuing Lender and the assignor Swingline Lender (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided furtherand, that the foregoing consent requirement shall not be applicable in the case of an assignment Assignee that is not then a Lender or other transfer by any Lender to an Affiliate of such Lenderthereof, to another Lender, or to an Approved Fund; provided further, that any consent of by the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred Borrower) and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice delivered to the Administrative Agent within five Business Days after having received notice thereoffor its acceptance and recording in the Register, provided that, in the case of any such assignment to an additional bank or financial institution, (i) the sum (without duplication) of the aggregate principal amount of the Commitments and Exposure being assigned shall not be less than $5,000,000 (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent) and (ii) the sum (without duplication) of the aggregate principal amount of the Commitments and Exposure retained by the assigning Lender, if any, shall not be less than $5,000,000 (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent). Upon execution such execution, delivery, acceptance and delivery of an recording, from and after the effective date determined pursuant to such Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or Acceptance, (x) the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee thereunder shall be a Lender party hereto and, to this Agreement the extent provided in such Assignment and shall Acceptance, have all the rights and obligations of a Lender hereunder with a Commitment as set forth therein, and (y) the assigning Lender thereunder shall, to the extent provided in such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a corresponding extentparty hereto), but shall retain its rights pursuant to Sections 2.13, 2.14, 2.15 and no further consent or action by any party shall be required9.5 in respect of the period prior to such effective date.
Appears in 2 contracts
Samples: Credit Agreement (Edison International), Credit Agreement (Southern California Edison Co)
Assignments. (a) Any Each Lender may shall have the right at any time assign time, with the prior consent of the Administrative Agent and, so long as no Default or Event of Default then exists, the Borrower (which consent of the Borrower shall not be unreasonably withheld or delayed, and which consent of the Borrower shall not be required with respect to one assignments to Lenders or more to financial institutions (but not which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporation) to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower assign all or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreementthe Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its obligation to make Loans) to one or more commercial banks or other financial institutions or investors, provided that, unless otherwise agreed to by the Administrative Agent, such assignment shall be of a fixed percentage (and such Assignee shall assume such not by its terms of varying percentage) of the assigning Lender's rights and obligationsobligations under the Loan Documents; provided, pursuant however, that in order to an instrumentmake any such assignment (i) unless the assigning Lender is assigning all of its Commitments and outstanding Loans, the assigning Lender shall retain at least $10,000,000 in substantially the form of Exhibit E unused Commitments and outstanding Loans, (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject toii) the signed consent assignee Lender shall have Commitments and outstanding Loans of the Borrower at least $5,000,000, (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (iiii) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be evidenced by a written agreement (substantially in the form attached hereto as Exhibit E or in such other form acceptable to the Administrative Agent) executed by such assigning Lender, such assignee Lender or Lenders, the Administrative Agent and, if required as provided above, the Borrower, which agreement shall specify in each instance the portion of the Obligations which are to be assigned to the assignee Lender and the portion of the Commitments of the assigning Lender to be assumed by the assignee Lender, and (iv) the assigning Lender shall pay to the Administrative Agent a minimum amount processing fee of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved 3,500 and any out-of-pocket attorneys' fees and expenses incurred by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to connection with any such assignment unless it agreement. Any such assignee shall object thereto by written notice become a Lender for all purposes hereunder to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery extent of an Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Acceptance, under the Loan Documents it assumes and the transferring assigning Lender shall be released from its obligations hereunder to a corresponding extentobligations, and no further consent or action by any party will have released its rights, under the Loan Documents to the extent of such assignment. The address for notices to such assignee Lender shall be requiredas specified in the assignment agreement executed by it. Promptly upon the effectiveness of any such assignment agreement, the Borrower shall execute and deliver replacement Notes to the assignee Lender and the assigning Lender in the respective amounts of their Commitments (or assigned principal amounts, as applicable) after giving effect to the reduction occasioned by such assignment (all such Notes to constitute "Notes" for all purposes of the Loan Documents), and the assignee Lender shall thereafter surrender to the Borrower its old Notes. The Borrower authorizes each Lender to disclose to any purchaser or prospective purchaser of an interest in the Loans owed to it or its Commitments under this Section any financial or other information pertaining to the Borrower or any Subsidiary.
Appears in 2 contracts
Samples: Day Credit Agreement (Hewitt Associates Inc), Day Credit Agreement (Hewitt Associates Inc)
Assignments. (a) Any Lender may may, in the ordinary course of its commercial banking or lending business and in accordance with Applicable Law and with the approval of the Administrative Agent, (i) at any time sell or assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower all or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this AgreementAgreement and the other Loan Documents to any existing Lender or any Affiliate thereof, and such (ii) with the consent of the Borrower (which Borrower consent shall not be unreasonably withheld and shall not be required for a sale or assignment to an Eligible Assignee shall assume such or during an Event of Default) sell or assign to any other Person (any purchaser or assignee under clause (i) or (ii), a “Purchaser Lender”) all or any part of its rights and obligationsobligations under this Agreement and the other Loan Documents, in each instance under clause (i) or (ii) above, pursuant to an instrument, a transfer supplement that is in substantially a form reasonably satisfactory to the form of Exhibit E Administrative Agent (an a “Assignment and AcceptanceTransfer Supplement”), executed by such Assignee and such transferring Purchaser Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and transferor Lender, the Administrative Agent and, if applicable, the Borrower, and delivered to the Administrative Agent for its acceptance and recording in the Register (which consent shall not be unreasonably withheldas defined below); provided that (x) in the event of a sale or assignment under clause (i) each or (ii) above of less than all of a selling or assigning Lender’s rights and obligations, such selling or assigning Lender shall retain a Lender’s Percentage Interest of at least $10,000,000 (or such lesser amount as the Administrative Agent and Borrower may reasonably approve) and (y) any sale or assignment under clause (other than assignments i) or (ii) above shall result in the Purchaser Lender acquiring, pursuant to such sale or assignment, a Lender’s Percentage Interest of at least $10,000,000 (or such lesser amount as the Administrative Agent and Borrower may reasonably approve). Upon such execution, delivery, acceptance and recording, from and after the “Transfer Effective Date” (as defined in the Transfer Supplement) determined pursuant to such Transfer Supplement, (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Purchaser Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee thereunder shall be a Lender party to this Agreement (if not already a party hereto), and, to the extent provided in such Transfer Supplement (and shall in addition to any existing rights and obligations as a Lender hereunder), have all the rights and obligations of a Lender hereunder with a Commitment an interest as set forth therein, and (y) the transferor Lender thereunder shall, to the extent of the interest transferred as reflected in such Assignment and AcceptanceTransfer Supplement, and the transferring Lender shall be released from its obligations hereunder under this Agreement and the other Loan Documents (and, in the case of a Transfer Supplement covering all or the remaining portion of a transferor Lender’s rights and obligations under this Agreement, such transferor Lender shall cease to be a corresponding party hereto). Such Transfer Supplement shall be deemed to amend this Agreement to the extent, and no further consent only to the extent, necessary to reflect the addition of such Purchaser Lender and the resulting adjustment of Lender Interests arising from the purchase by such Purchaser Lender of all or action a portion of the rights and obligations of such transferor Lender. On or prior to the Transfer Effective Date determined pursuant to such Transfer Supplement, the Borrower shall execute and deliver to the Administrative Agent in exchange for the surrendered Note such new Note, payable to the order of such Purchaser Lender in an amount equal to the interest sold or assigned to it pursuant to such Transfer Supplement and, if the transferor Lender has retained any interest hereunder, a new Note to the order of the transferor Lender in an amount equal to the interest retained by any party the transferor Lender. Such new Note shall be requireddated the Closing Date (but with indication of reissuance as of the Transfer Effective Date) and shall otherwise be in the form of the Note replaced thereby. The Note surrendered by the transferor Lender shall be returned by the Administrative Agent to the Borrower marked “canceled.” Notwithstanding the above, any Lender shall have the right at any time without the approval or consent of the Administrative Agent or the Borrower to grant a security interest in all or any portion of such Lender’s rights in this Agreement or the other Loan Documents to any Federal Reserve Bank or the central reserve bank or similar authority of any other country to secure any obligation of such Lender to such bank or similar authority. The Borrower authorizes each of the Lenders to provide to potential Purchaser Lenders copies of this Agreement, any other Loan Documents and any other documents, instruments, certificates, opinions, insurance policies, financial statements and financial, operational and other information and materials previously provided to any of the Secured Lenders.
Appears in 2 contracts
Samples: Loan Agreement (Sunrise Senior Living Inc), Loan Agreement (Sunrise Senior Living Inc)
Assignments. (a) Any Without any requirements for further consent of the Companies, any Lender may at assign any time assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, all of its rights and obligations under this Agreementthe Facilities Papers to their own Lender Affiliates, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially with the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed Agent and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred that the Agent has not declared in writing to have been cured or waived) the Companies, which consents will not be unreasonably withheld, and is continuing; at no cost to the Companies or the Agent, any Lender may assign any or all of its rights and provided furtherobligations under the Facilities Papers to any “Eligible Assignee” — which means (a) a commercial bank having total assets in excess of One Billion Dollars ($1,000,000,000) or (b) a finance company, insurance company or other financial institution or fund, acceptable to the Agent, that is regularly engaged in making, purchasing or investing in loans and has total assets in excess of One Billion Dollars ($1,000,000,000); provided that (1) without the Borrower prior written consent of the Agent, no such assignment to any Eligible Assignee shall be deemed for a Committed Sum of less than Ten Million Dollars ($10,000,000) or shall result in a Lender’s having an aggregate Committed Sum of less than Five Million Dollars ($5,000,000), (2) no such consent shall result in there being more than a total of ten (10) Lenders (a participant is not a Lender), and (3) each such assignment shall be substantially in the form of Exhibit F, with the assignor to exchange its Senior Credit Note(s) for new Senior Credit Note(s) and the Eligible Assignee to receive new Senior Credit Note(s) and with the assignor to have consented no further right or obligation with respect to the rights and obligations assigned to and assumed by the Eligible Assignee. The Companies agree that, as to any assignment to any Lender Affiliate or if the Companies consent to any such assignment unless it shall object thereto by written notice to an Eligible Assignee, the Administrative Agent within five Business Days after having received notice thereof. Upon Companies will cooperate with the prompt execution and delivery of an Assignment and Acceptance and payment by such Assignee documents reasonably necessary to such transferring Lender of an amount equal assignment process to the purchase price agreed between such transferring Lender and such Assignee and payment extent that the Companies incur no cost or expense that is not paid by the transferring Lender or assigning Lender, including the Assignee issuance of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lendernew Senior Credit Note(s) to the Administrative Agent assignor (unless if retaining an interest hereunder) and the Assignee immediately upon delivery to the Companies of the assignor’s Senior Credit Note(s). Upon such fee is waived by assignment, the Administrative Agent in its sole discretion), such Assignee assignee shall be a Lender party to for all purposes under this Agreement and the other Facilities Papers, if the assignment is an assignment of all of the assignor’s interest in the Loan and its security, the assignor shall have be automatically released from all of its obligations and liabilities hereunder, and, whether it is such a complete assignment or only a partial assignment, the rights and obligations of a Lender with a Commitment as set forth in such Assignment and AcceptanceCommitted Sums shall be adjusted appropriately, and the transferring Lender shall be released from its obligations hereunder parties agree to approve in writing a corresponding extent, revised and no further consent or action by any party shall be requiredupdated version of Schedules LC.
Appears in 2 contracts
Samples: Assignment and Assumption (Homebanc Corp), Credit Agreement (Homebanc Corp)
Assignments. (a) Any Each Lender may shall have the right at any time assign time, with the prior consent of the Administrative Agent and, so long as no Default or Event of Default then exists, the Borrower (which consent of the Borrower shall not be unreasonably withheld or delayed, and which consent of the Borrower shall not be required with respect to one assignments to Lenders or more to financial institutions (but not which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporation) to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower assign all or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreementthe Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its obligation to make Loans and participate in Letters of Credit) to one or more commercial banks or other financial institutions or investors, provided that, unless otherwise agreed to by the Administrative Agent, such Assignee assignment shall assume such be of a fixed percentage (and not by its terms of varying percentage) of the assigning Lender's rights and obligationsobligations under the Loan Documents; provided, pursuant however, that in order to an instrumentmake any such assignment (i) unless the assigning Lender is assigning all of its Commitments, outstanding Loans and interests in substantially Letters of Credit, the form assigning Lender shall retain at least $10,000,000 in unused Commitments, outstanding Loans and interests in Letters of Exhibit E Credit, (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject toii) the signed consent assignee Lender shall have Commitments, outstanding Loans and interests in Letters of the Borrower Credit of at least $5,000,000, (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (iiii) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be evidenced by a written agreement (substantially in the form attached hereto as Exhibit F or in such other form acceptable to the Administrative Agent) executed by such assigning Lender, such assignee Lender or Lenders, the Administrative Agent and, if required as provided above, the Borrower, which agreement shall specify in each instance the portion of the Obligations which are to be assigned to the assignee Lender and the portion of the Commitments of the assigning Lender to be assumed by the assignee Lender, and (iv) the assigning Lender shall pay to the Administrative Agent a minimum amount processing fee of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved 3,500 and any out-of-pocket attorneys' fees and expenses incurred by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each connection with any such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required.
Appears in 2 contracts
Samples: Credit Agreement (Hewitt Associates Inc), Credit Agreement (Hewitt Associates Inc)
Assignments. (a) Any Lender Subject to section 17(b) below, neither party shall assign or transfer this Agreement, by operation of law or otherwise, in whole or in part without the prior written consent of the other party in each and every instance, which consent may at not be unreasonably withheld. If either party wishes to assign or otherwise transfer this Agreement, as aforesaid, in each instance the party seeking to assign or otherwise transfer this Agreement shall submit to the other party for such party's review and approval as soon as practicable such information as the other party may reasonably request concerning the assignee or transferee and the party from which consent is sought shall have thirty (30) days following receipt of the fully responsive materials in which to review the same and approve or reject the assignment or transfer. In any time event in which the party from which consent is sought reasonably rejects the assignment or transfer, this Agreement shall terminate one hundred eighty (180) days following the date on which the rejection is received by the party seeking to assign or transfer. The parties shall make best efforts to one or more financial institutions promptly and amicably wind up all outstanding matters concerning the subject matter of this Agreement. 34 (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit ofb) Notwithstanding (a) above, a natural Personmerger, reorganization, or the Borrower sale or any transfer of all or substantially all of the Borrower’s Affiliates stock of Supplier or Subsidiariesthe assets of Supplier to which this Agreement relates (an "Acquisition") shall not be deemed an assignment or transfer of this Agreement to the successor to Biosite Diagnostics Incorporated under this Agreement by virtue of such Acquisition (each an “Assignee”)the "Successor") requiring CMS's consent; provided that Supplier shall provide CMS with prompt notice of any such Acquisition and CMS may object to such Acquisition within 30 days of receipt of such notice on the basis that: (i) if the Acquisition is a sale of assets, other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights the Successor does not expressly and unconditionally assume Supplier's obligations under this Agreement, or if the Acquisition is by sale of stock or by merger and such Assignee shall assume such rights and obligationsSupplier or other Successor, pursuant to an instrumentas the case may be, in substantially the form expressly repudiates this Agreement or if CMS does not receive, within thirty days of Exhibit E (an “Assignment and Acceptance”CMS's prompt request under this Section 17(b), executed an express and unconditional continuance or assumption of this Agreement by such Assignee and such transferring LenderSupplier or other Successor, with (and subject to) as the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld)case may be; provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee the Successor shall have a consolidated net worth, determined in accordance with generally accepted accounting principles applied on a basis consistent with the most recent financial statements of the Successor of less than the consolidated net worth of the Supplier immediately prior to the effectiveness of such transaction, satisfaction of this requirement to be set forth in reasonable detail in an Eligible Institution, and officers' certificate delivered to CMS at the time that Supplier gives notice of such assignment or transfer; (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required.immediately after
Appears in 2 contracts
Samples: Distribution Agreement (Biosite Diagnostics Inc), Distribution Agreement (Biosite Diagnostics Inc)
Assignments. (a) Any Each Lender may shall have the right at any time assign to one or more financial institutions (but not to a natural Persontime, or a holding companywith the prior consent of the Administrative Agent and, investment vehicle or trust forso long as no Event of Default then exists, or owned and operated for the primary benefit of, a natural Person, or the Borrower (which consent of the Borrower shall not be unreasonably withheld) to sell, assign, transfer or negotiate all or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreementthe Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its obligation to make Loans and participate in Letters of Credit) to one or more commercial banks or other financial institutions or investors, provided that, unless otherwise agreed to by the Administrative Agent, such Assignee assignment shall assume such be of a fixed percentage (and not by its terms of varying percentage) of the assigning Lender's rights and obligationsobligations under the Loan Documents; provided, pursuant however, that in order to an instrumentmake any such assignment, (i) unless the assigning Lender is assigning all of its Commitments, outstanding Loans and interests in substantially Letters of Credit Obligations, the form assigning Lender shall retain at least $5,000,000 in unused Commitments, outstanding Loans and interests in Letters of Exhibit E Credit, (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject toii) the signed consent assignee Lender shall have Commitments, outstanding Loans and interests in Letters of the Borrower Credit of at least $5,000,000, (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (iiii) each such assignment shall be evidenced by a written agreement (substantially in the form attached hereto as Exhibit F or in such other than assignments (xform acceptable to the Administrative Agent) executed by such assigning Lender, such assignee Lender or Lenders, the Administrative Agent and, if required as provided above, the Borrower, which agreement shall specify in each instance the portion of the Obligations which are to its Affiliatesbe assigned to the assignee Lender and the portion of the Commitments of the assigning Lender to be assumed by the assignee Lender, (yiv) the Swing Loans and Swing Line Commitment shall only be assigned (if at all) in total and (v) the assigning Lender shall pay to an Approved Fund, or (z) of its entire interest) shall be in the Administrative Agent a minimum amount processing fee of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved 3,500 and any out-of-pocket attorneys' fees and expenses incurred by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to connection with any such assignment unless it agreement. Any such assignee shall object thereto by written notice become a Lender for all purposes hereunder to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery extent of an Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Acceptance, under the Loan Documents it assumes and the transferring assigning Lender shall be released from its obligations hereunder to a corresponding extentobligations, and no further consent or action by any party will have released its rights, under the Loan Documents to the extent of such assignment. The address for notices to such assignee Lender shall be requiredas specified in the assignment agreement executed by it. Promptly upon the effectiveness of any such assignment agreement, the Borrower shall execute and deliver replacement Notes to the assignee Lender and the assigning Lender in the respective amounts of their Commitments (or assigned principal amounts, as applicable) after giving effect to the reduction occasioned by such assignment (all such Notes to constitute "Notes" for all purposes of the Loan Documents), and the assignee Lender shall thereafter surrender to the Borrower its old Notes. The Borrower authorizes each Lender to disclose to any purchaser or prospective purchaser of an interest in the Loans and interest in Letters of Credit owed to it or its Commitments under this Section any financial or other information pertaining to the Borrower or any Subsidiary.
Appears in 2 contracts
Samples: Credit Agreement (Ios Brands Corp), Credit Agreement (Ios Brands Corp)
Assignments. (a) Any Lender may at any time assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (xw) to its Affiliates, (yx) to other Lenders, (w) an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), ) and (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default under Sections 8.01(a), 8.01(b) or 8.01(i) has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five ten Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) 3,500 to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required.
Appears in 2 contracts
Samples: Credit Agreement (Southwest Gas Holdings, Inc.), Credit Agreement (Southwest Gas Holdings, Inc.)
Assignments. (a) Any Each Lender may shall have the right at any time assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lendertime, with (and subject to) the signed prior consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld) and, so long as no Event of Default then exists, the Borrower (which consent of the Borrower shall not be unreasonably withheld, provided no consent of the Borrower shall be required as to assignments between a Lender and its Affiliates, whether or not an Event of Default exists), to sell, assign, transfer, or negotiate all or any part of its rights and obligations under the Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its obligation to make loans and advances and participate in L/Cs) to one or more commercial banks or other financial institutions, provided that, unless otherwise agreed to by the Administrative Agent, such assignment shall be of a fixed percentage (and not by its terms of varying percentage) of the assigning Lender's rights and obligations under the Loan Documents; provided provided, however, that in order to make any such assignment (i) unless the assigning Lender is assigning all of its Commitments, outstanding Loans, and Reimbursement Obligations, the assigning Lender shall retain at least $5,000,000 in Commitments, outstanding Loans, and Reimbursement Obligations, (ii) the assignee Lender shall have Commitments, outstanding Loans, and Reimbursement Obligations of at least $5,000,000, (iii) each such assignment shall be evidenced by a written agreement (substantially in the form attached hereto as Exhibit G or in such other than assignments (xform acceptable to the Administrative Agent) executed by such assigning Lender, such assignee Lender or Lenders, the Administrative Agent and, if required as provided above, the Borrower, which agreement shall specify in each instance the portion of the Obligations which are to its Affiliatesbe assigned to the assignee Lender and the portion of the Commitments of the assigning Lender to be assumed by the assignee Lender or Lenders, (yiv) the Swing Loans and Swing Line Commitment shall only be assigned, if at all, in total, and (v) the assigning Lender shall pay to an Approved Fund, or (z) of its entire interest) shall be in the Administrative Agent a minimum amount processing fee of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved 3,500 and any out-of-pocket attorneys' fees and expenses incurred by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to connection with any such assignment unless it agreement. Any such assignee shall object thereto by written notice become a Lender for all purposes hereunder to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery extent of an Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Acceptance, under the Loan Documents it assumes and the transferring assigning Lender shall be released from its obligations hereunder to a corresponding extentobligations, and no further consent or action by any party will have released its rights, under the Loan Documents to the extent of such assignment. The address for notices to such assignee Lender shall be requiredas specified in the assignment agreement executed by it. Concurrently with the execution and delivery of such assignment agreement, the Borrower shall execute and deliver Notes to the assignee Lender and the assigning Lender in the respective amounts of their Commitments (or assigned principal amounts, as applicable) after giving effect to the reduction occasioned by such assignment (all such Notes to constitute "Notes" for all purposes of the Loan Documents), and the assignee Lender shall thereafter surrender to the Borrower its old Notes. The Borrower authorizes each Lender to disclose to any purchaser or prospective purchaser of an interest in the Loans and Reimbursement Obligations owed to it or its Commitments under this Section any financial or other information pertaining to the Borrower or any Subsidiary, provided such purchaser or prospective purchaser agrees to abide by Section 13.13 hereof.
Appears in 2 contracts
Samples: Credit Agreement (Lamson & Sessions Co), Credit Agreement (Lamson & Sessions Co)
Assignments. (a) Any Lender may at any time assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for with the primary benefit of, a natural Person, or the Borrower or any written consents of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights Company and obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower Agent (which consent shall consents will not be unreasonably withheld or delayed delayed) at any time assign and which consent shall be deemed delegate to have been given if the Borrower has not responded within ten Business Days one or more Eligible Assignees (any Person to whom an assignment and delegation is made being herein called an “Assignee”) all or any fraction of its receipt of a written request for such consent) Lender’s Committed Loans and the Administrative Agent (which consent shall not be unreasonably withheld)Commitment; provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) a Lender’s Commitment shall be in a the minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by or such lower minimum amount or lower integral multiple as the Administrative Company and the Agent in its sole discretionmay consent to), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided furtherthat, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender of the entire remaining amount of the assigning Lender’s Commitment and the Committed Loans at the time owing to an Affiliate of such Lenderit, to another Lenderno minimum amount need be assigned; provided, or to an Approved Fund; provided further, that any no such consent of from the Borrower otherwise required under this Section Company shall not be required if if, at such time, an Event of Default under Section 10.1.1 or 10.1.3 has occurred and is continuing; provided, further, that, any such Assignee will comply, if applicable, with the provisions contained in Section 5.4; provided, further, the Company may withhold consent to the assignment of any Lender’s Committed Loans and provided Commitment to an Assignee for whom it is illegal to make a LIBOR Rate Loan described in Section 12.9(b)(iii) or that the Borrower would be required to compensate for any withholding or deductions described in clauses (i) or (ii) of Section 12.9(b) that are in excess of any such withholding or deductions the Borrower would be required to compensate to such assigning Lender, and any such withholding of consent by the Company is and hereby will be deemed to be reasonable; and provided, further, that the Borrower and the Agent shall be deemed entitled to have consented continue to any deal solely and directly with such assignment unless it shall object thereto by written notice assigning Lender in connection with the interests so assigned and delegated to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and payment by Assignee until such Assignee to such transferring assigning Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), and/or such Assignee shall be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in consummated such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required.assignment:
Appears in 2 contracts
Samples: Revolving Credit Agreement (AerCap Holdings N.V.), Revolving Credit Agreement (AerCap Holdings N.V.)
Assignments. (a) Any Each Lender may shall have the right at any time assign time, with the prior consent of the Administrative Agent (and the L/C Issuers, if other than the Administrative Agent) (except in the case of assignments to one an existing Lender or more financial institutions (but not to a natural Personan Affiliate thereof, or a holding companyin which case no consent by the Administrative Agent shall be needed) and, investment vehicle or trust forso long as no Event of Default then exists, or owned and operated for the primary benefit of, a natural Person, or the Borrower (which consent of the Borrower shall not be unreasonably withheld) to sell, assign, transfer or negotiate all or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreementthe Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its obligation to make Loans and participate in Letters of Credit) to one or more commercial banks or other financial institutions or investors, provided that, unless otherwise agreed to by the Administrative Agent, such Assignee assignment shall assume such be of a fixed percentage (and not by its terms of varying percentage) of the assigning Lender’s rights and obligationsobligations under the Loan Documents; provided, pursuant however, that in order to an instrumentmake any such assignment (i) unless the assigning Lender is assigning all of its Revolving Credit Commitments, outstanding Loans and interests in L/C Obligations, the assigning Lender shall retain at least $5,000,000 in unused Revolving Credit Commitments, outstanding Loans and interests in Letters of Credit, (ii) the assignee Lender shall have Revolving Credit Commitments, outstanding Loans and interests in Letters of Credit of at least $5,000,000, (iii) each such assignment shall be evidenced by a written agreement (substantially in the form of attached hereto as Exhibit E (an “Assignment and Acceptance”), H or in such other form acceptable to the Administrative Agent) executed by such Assignee and such transferring assigning Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld such assignee Lender or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and Lenders, the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (and the L/C Issuers, if other than assignments the Administrative Agent) and, if required as provided above, the Borrower, which agreement shall specify in each instance the portion of the Obligations which are to be assigned to the assignee Lender and the portion of the Revolving Credit Commitments of the assigning Lender to be assumed by the assignee Lender, and (xiv) the assigning Lender shall pay to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in the Administrative Agent a minimum amount processing fee of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved 3,500 and any out-of-pocket attorneys’ fees and expenses incurred by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to connection with any such assignment unless it agreement. Any such assignee shall object thereto by written notice become a Lender for all purposes hereunder to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery extent of an Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Acceptance, under the Loan Documents it assumes and the transferring assigning Lender shall be released from its obligations hereunder to a corresponding extentobligations, and no further consent or action by any party will have released its rights, under the Loan Documents to the extent of such assignment. The address for notices to such assignee Lender shall be requiredas specified in the assignment agreement executed by it. Promptly upon the effectiveness of any such assignment agreement, the Borrower shall execute and deliver replacement Notes to the assignee Lender and the assigning Lender in the respective amounts of their Revolving Credit Commitments (or assigned principal amounts, as applicable) after giving effect to the reduction occasioned by such assignment (all such Notes to constitute “Notes” for all purposes of the Loan Documents), and the assignee Lender shall thereafter surrender to the Borrower its old Notes. The Borrower authorizes each Lender to disclose to any purchaser or prospective purchaser of an interest in the Loans and interest in Letters of Credit owed to it or its Revolving Credit Commitments under this Section any financial or other information pertaining to the Borrower or any Subsidiary.
Appears in 2 contracts
Samples: Credit Agreement (National Credit & Guaranty CORP), Credit Agreement (Kimball Hill, Inc.)
Assignments. (a) Any Each Lender may shall have the right at any time assign to ----------- sell, assign, transfer or negotiate all or any portion of its Notes or its Loan Commitment only to one or more financial institutions Eligible Assignees; provided, however, that no -------- ------- Lender shall be entitled at any time to sell, assign, transfer or negotiate all or any portion of its Notes or its Loan Commitment to an Eligible Assignee (but other than any Lender or any Affiliate of any Lender) without the consent of Borrower (not to a natural Personbe unreasonably withheld, delayed or a holding companyconditioned). In the case of any sale, investment vehicle transfer or trust for, negotiation of all or owned and operated for part of the primary benefit of, a natural Person, or the Borrower Notes or any of Loan Commitment authorized under this Section 12.1A, the Borrower’s Affiliates assignee, transferee or Subsidiaries) (each an “Assignee”), other than recipient shall become a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming party to this Agreement as a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part by execution of all, of its rights an Assignment and obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument, Assumption Agreement substantially in substantially the form of Exhibit E (an “Assignment and Acceptance”)I; --------- provided, executed by such Assignee and such transferring Lenderhowever, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) at such time Section 2.1A or 2.2A, as the case may -------- ------- be, shall be deemed modified to reflect the Loan Commitment of such new Lender and of the existing Lenders, (ii) upon surrender of the Notes of the assigning Lender, new Notes will be issued, at Borrower's expense, to such new Lender and to the assigning Lender, such new Notes to be in conformity with the requirements of Section 2.1D or 2.2E as the case may be (with appropriate modifications) to the extent needed to reflect the revised Loan Commitment, (iii) the Arranger shall receive at the time of each such assignment (other than assignments (x) by Xxxxxxx Xxxxx Capital Corporation and other than any assignment to its Affiliates, (y) to an Approved Fund, a Lender or (z) any Affiliate of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretionLender), (ii) each from the assigning or assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignmentLender, the Commitment payment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an a non-refundable assignment fee of $4,500 3,500, and (iv) such transfer or $7,500assignment will not be effective until recorded by the Arranger on the Register pursuant to Section 5.14. To the extent of any assignment pursuant to this Section 12.1A, if the transferring assigning Lender is a Defaulting Lender) shall be relieved of its obligations hereunder with respect to its assigned Loan Commitment, and the assignee, transferee or recipient shall have, to the Administrative Agent (unless extent of such fee is waived by sale, assignment, transfer or negotiation, the Administrative Agent in its sole discretion)same rights, such Assignee shall be a Lender party to this Agreement and shall have all the rights benefits and obligations of as it would if it were a Lender with respect to such Notes or Loan Commitment, including, without limitation, the right to approve or disapprove actions which, in accordance with the terms hereof, require the approval of a Commitment as set forth in such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredLender.
Appears in 2 contracts
Samples: Primestar Inc, Primestar Inc
Assignments. (a) Any Lender All or any part of the interest of any Rent Assignee in, to or under this Participation Agreement, the other Operative Documents, the Leased Property or the Rent Assignment Contributions may be assigned or transferred by such Rent Assignee at any time assign to one or more financial institutions (but not to a natural any Person; provided, or a holding companyhowever, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment shall be of a constant, and not a varying, percentage of all such rights and obligations under the Rent Assignment Agreement (other if applicable to such Rent Assignee); (ii) unless both parties to the assignment are Participants immediately prior to giving effect to the assignment, the amount of the Rent Assignment Contribution of the assigning Rent Assignee being assigned pursuant to each such assignment shall not be less than assignments $5,000,000.00 (xor if less, the entire amount of such Rent Assignee’s Rent Assignment Contribution) to its Affiliatesand shall be an integral multiple of $5,000,000.00 (or the entire amount of such Rent Assignee’s Rent Assignment Contribution), (yiii) each such assignment shall be to an Approved FundEligible Assignee, (iv) the Lessor shall have received from the assignee/transferee or (z) the assignor/transferor of its entire interest) shall be a transfer fee in a minimum the amount of $10,000,000 1,000.00; (v) each assignee or transferee shall have complied, as of the date of the transfer, with the delivery requirements of Section 12.3(a); (vi) each assignee or transferee shall (A) acknowledge in integral multiples writing, addressed and delivered to each of $1,000,000 in excess thereof (unless otherwise approved the parties to this Participation Agreement, that the obligations to be performed by the assignor or transferor from and after the date of such transfer or assignment under this Participation Agreement and all other Operative Documents are its obligations, including the obligations imposed by this Section 12.1(a), the transferor and transferee Rent Assignee shall deliver to the Lessee, the Guarantors, the Administrative Agent in its sole discretion)and the Lessor an Assignment Agreement, (ii) each executed by the assignee shall be an Eligible Institution, or transferee and (iiiB) after giving effect represent and warrant to each such assignmentLessor, the Commitment Guarantors, the Administrative Agent, each other Participant and the Lessee in writing each of the assignor (if representations and warranties as set forth in Section 8.1 and that it has not assigned its entire interest) the requisite power and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable authority to accept such assignment or transfer and engage in the case Overall Transaction; and (vii) to the extent required in the definition of an assignment “Eligible Assignee,” Lessee shall have provided its written consent (not to be unreasonably withheld or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any delayed) which consent of the Borrower otherwise required under this Section shall not be required if during the existence of an Event of Default has occurred and is continuing; and provided further, that Default. Any transfer or assignment made in violation of the Borrower above requirements shall not be deemed effective against the other parties to have consented to this Participation Agreement until such requirements are satisfied. Lessee shall not be responsible for any costs or expenses in connection with any such sale, assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredother transfer.
Appears in 2 contracts
Samples: Participation Agreement (Regeneron Pharmaceuticals, Inc.), Participation Agreement (Regeneron Pharmaceuticals, Inc.)
Assignments. (a) Any Each Lender may at any time assign to one or more financial institutions (but not to a natural Person, all or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, portion of its rights and obligations under this AgreementCredit Agreement (including, without limitation, all or a portion of its Commitment); provided, however, that: each such assignment shall be to an Eligible Assignee; each of (A) the Administrative Agent and (B) the Issuing Lenders, shall have provided their written consent (not to be unreasonably withheld); subject to the definition of "Eligible Assignee", the Borrower shall have provided its written consent (not to be unreasonably withheld) which consent shall not be required during the existence of a Default or Event of Default; any such partial assignment shall be in an amount at least equal to $10,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Lender) or an integral multiple of $5,000,000 in excess thereof; each such assignment by a Lender shall be of a constant, and such Assignee shall assume such not varying, percentage of all of its rights and obligations, pursuant obligations under this Credit Agreement; and the parties to such assignment shall execute and deliver to the Administrative Agent for its acceptance an instrument, Assignment Agreement in substantially the form of Exhibit E (an “12.3, together with a processing fee from the assignor of $4,000. Upon execution, delivery, and acceptance of such Assignment and Acceptance”)Agreement, executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent assignee thereunder shall be deemed a party hereto and, to have been given if the Borrower has not responded within ten Business Days extent of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, have the Commitment of the assignor (if it has not assigned its entire interest) obligations, rights, and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to this Agreement and shall have all the rights and obligations benefits of a Lender with a Commitment as set forth in such Assignment and Acceptance, hereunder and the transferring assigning Lender shall shall, to the extent of such assignment, relinquish its rights and be released from its obligations hereunder under this Credit Agreement. If the assignee is not incorporated under the laws of the United States of America or a State thereof, it shall deliver to the Borrower and the Administrative Agent certification as to exemption from deduction or withholding of taxes in accordance with Section 4.2. By executing and delivering an assignment agreement in accordance with this Section 12.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (A) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (B) except as set forth in clause (A) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (C) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (D) such assignee confirms that it has received a corresponding extentcopy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (E) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and no further consent based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (F) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (G) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a Lender. For avoidance of doubt, the parties to this Credit Agreement acknowledge that the provisions of this Section 12.3 concerning assignments relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including any party shall be requiredpledge or assignment by a Lender to any Federal Reserve Bank in accordance with applicable law.
Appears in 2 contracts
Samples: Letter of Credit Agreement (Dominion Resources Inc /Va/), Letter of Credit Agreement (Consolidated Natural Gas Co/Va)
Assignments. (a) Any Lender may at any time assign Notwithstanding anything else herein to one or more financial institutions the contrary (but not subject to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”Section 7.13.2), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with after receiving Administrative Agent’s and LC Issuing Bank; prior written consent (which consent shall not be unreasonably withheld or delayed) and, unless an Event of Default shall have occurred and subject to) is continuing, the signed prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed delayed) may, from time to have been given if the Borrower has not responded within ten Business Days time, at its option, sell, assign, transfer, negotiate or otherwise dispose of a portion of its receipt of a written request for such consent) Commitment (and Loans made thereunder), in the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved agreed by the Administrative Agent in its sole discretionAgent, Arranger and Borrower), (ii) each assignee shall be an Eligible Institutionto any institution which in such assigning Lender’s judgment is reasonably capable of performing the obligations of a Lender hereunder and reasonably experienced in corporate financing; provided, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided furtherhowever, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any a Lender to an another Lender or Affiliate of such a Lender, to another Lender, or to an Approved Fund; provided further, that any the prior consent of the Administrative Agent and Borrower otherwise required under this Section shall not be required if and the minimum assignment amount specified above shall not apply. In the event of any assignment made pursuant to this Section 7.14, (a) the assigning Lender’s Proportionate Share shall be reduced by the amount of the Proportionate Share assigned to the new Lender, (b) the parties to such assignment shall execute and deliver an Event appropriate agreement (an “Assignment and Assumption”) evidencing such sale, assignment, transfer or other disposition, in form and substance reasonably satisfactory to Administrative Agent and Borrower, (c) the parties to the sale, assignment, transfer or other disposition, excluding Borrower, shall collectively pay to Administrative Agent an administrative fee of Default has occurred $3,500 and is continuing; and provided further(d) at the assigning Lender’s option, that the Borrower shall be deemed execute and deliver to have consented such new Lender a Note in the form attached hereto as Exhibit B, in a principal amount equal to any such assignment unless its Proportionate Share but only if it shall object thereto by written notice to also be executing or exchanging with the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and payment by such Assignee to such transferring assigning Lender of a replacement note in an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment Proportionate Share retained by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500Lender, if any (provided that Borrower shall have received for cancellation the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived existing Note held by the Administrative Agent in its sole discretionassigning Lender). Thereafter, such Assignee new Lender shall be deemed to be a Lender party to this Agreement and shall have all of the rights and obligations duties of a Lender (except as otherwise provided in this Article VII), in accordance with a Commitment as set forth in such Assignment and Acceptanceits Proportionate Share, and under each of the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredCredit Facility Documents.
Appears in 2 contracts
Samples: Credit Agreement (Tampa Electric Co), Credit Agreement (Teco Energy Inc)
Assignments. (a) Any Lender may at any time assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, Affiliates or (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, Lender or to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Southwest Gas Holdings, Inc.), Revolving Credit Agreement (Southwest Gas Holdings, Inc.)
Assignments. No Loan Document may be assigned (in whole or in part) by any Borrower without the prior written consent of Lenders. Notwithstanding any other provision of any Loan Document, without receiving any consent of any Borrower, each Lender at any time and from time to time may syndicate, participate or otherwise transfer or assign its rights and obligations under the Loan Documents (or the indebtedness evidenced thereby) as follows: (a) Any Lender may at any time assign up to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, 75% of its rights and obligations under this Agreementany of the Loan Documents (or any of the indebtedness evidenced thereby) to any Person provided that the number of Lenders hereunder does not exceed three, and such Assignee shall assume such AND (b) all (or any proportionate part of) its rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent obligations under any of the Borrower Loan Documents (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if any of the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (xindebtedness evidenced thereby) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, AND (c) all (or to an Approved Fund; provided further, that any consent proportionate part of) its rights and obligations under any of the Borrower otherwise required under this Section shall not be required if an Loan Documents (or any of the indebtedness evidenced thereby) to any Person during the occurrence of any Event of Default has occurred and is continuing; and provided furtherunder the Loan Documents. In addition, that the no Borrower shall be deemed to have consented will unreasonably withhold its consent to any such assignment unless it shall object thereto request by written notice any Lender to the syndicate, participate or otherwise transfer or assign all or any portion of its interest in excess of 75%. Administrative Agent will make reasonable efforts to notify Borrowers of any such participation, transfer or assignment within five twenty (20) Business Days after having received notice thereafter; however, a failure to so notify will in no way impair any rights of Administrative Agent or any Lender or any participant, transferee or assignee thereof. Upon execution and delivery of an Assignment and Acceptance and payment by appropriate instrument between any such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender participant, transferee or assignee and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500assigning Lender, if the transferring Lender is a Defaulting at such Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion)'s request, such Assignee shall be participant, transferee, or assignee will become a Lender party to this Agreement and shall will have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment instrument. At Administrative Agent's request, each Borrower will execute or re-execute and Acceptancedeliver any documents necessary to reflect or implement any such participation, transfer or assignment and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by will otherwise fully cooperate in any party shall be requiredsuch syndication process.
Appears in 2 contracts
Samples: Agreement (CCC Information Services Group Inc), Agreement (CCC Information Services Group Inc)
Assignments. (a) Any Lender may at any time assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiariesan Ineligible Institution) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (xw) to its Affiliates, (x) to other Lenders, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), ) and (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default under Sections 8.01(a), 8.01(b), or 8.01(i) has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five ten Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) 3,500 to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Southwest Gas Corp), Day Term Loan Credit Agreement (Southwest Gas Holdings, Inc.)
Assignments. (a) Any Each Lender may at any time assign to one or more financial institutions (but not to a natural Person, all or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, portion of its rights and obligations under this Agreementhereunder (including, without limitation, all or a portion of its Ratable Portion of Obligations and such Assignee shall assume such rights and obligationsits Commitments), pursuant to an instrument, assignment agreement substantially in substantially the form of Exhibit E (an “Assignment and Acceptance”)F, executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion)Lender, (ii) each assignee an affiliate of a Lender, (iii) any fund that invests in bank loans and is managed by an investment advisor to a Lender or an affiliate of such investment advisor, or (iv) any other Person that (A) is a bank, financial institution, commercial lender or institutional investor, (B) such Person shall be an Eligible Institutionreasonably acceptable to the Administrative Agent, and (iiiC) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment so long as no Default or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing, such Person shall be reasonably acceptable to the Borrower (the consent of the Borrower not to be unreasonably withheld or delayed); provided that (i) any such assignment (other than any assignment to (I) a Lender, (II) an affiliate of a Lender and (III) any fund that invests in bank loans and is managed by an investment advisor to a Lender or an affiliate of such investment advisor) shall be in a minimum aggregate amount of $2,000,000 (or, if less, the remaining amount of the Commitments being assigned by such Lender); and provided (ii) each such assignment shall be of a constant, not varying, percentage of all such Lender's rights and obligations under this Agreement. Any assignment hereunder shall be effective upon delivery to the Administrative Agent of written notice of the assignment together with a transfer fee of $3,500 payable to the Administrative Agent for its own account from and after the later of (i) the effective date specified in the applicable assignment agreement and (ii) the date of recording of such assignment in the Register pursuant to the terms of subsection (c) below; provided, however, that no such fee shall be payable in the case of an assignment to another Lender, an affiliate of a Lender or any fund that invests in bank loans and is managed by an investment advisor to a Lender or an affiliate of such investment advisor; provided, further, that in the Borrower case of contemporaneous assignments by a Lender to more than one fund managed by the same investment advisor (which funds are not then Lenders), only a single assignment fee of $3,500 shall be deemed to have consented to any payable for all such assignment unless it shall object thereto by written contemporaneous assignments. The assigning Lender will give prompt notice to the Administrative Agent within five Business Days after having received notice thereofand the Borrower of any such assignment. Upon execution the effectiveness of any such assignment (and delivery of an Assignment after notice to, and Acceptance and payment by such Assignee to such transferring Lender of an amount equal (to the purchase price agreed between extent required pursuant to the terms hereof), with the consent of, the Borrower as provided herein), the assignee shall become a "Lender" for all purposes of this Agreement and the other Credit Documents and, to the extent of such transferring assignment, the assigning Lender shall be relieved of its obligations hereunder to the extent of the Loans and Commitment components being assigned. The Borrower agrees that upon notice of any such assignment and surrender of the appropriate Note or Notes, it will promptly provide to the assigning Lender and to the assignee separate promissory notes in the amount of their respective interests substantially in the form of the original Note (but with notation thereon that it is given in substitution for and replacement of the original Note or any replacement notes thereof). By executing and delivering an assignment agreement in accordance with this Section 11.03(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such Assignee assigning Lender warrants that it is the legal and payment beneficial owner of the interest being assigned thereby free and clear of any adverse claim; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Credit Party or any of their respective Affiliates or the performance or observance by any Credit Party of any of its obligations under this Agreement, any of the transferring other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the Assignee of an assignment fee of $4,500 time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Agreement or $7,500, if the transferring Lender is a Defaulting Lender) any other Credit Document as are delegated to the Administrative Agent (unless such fee is waived by the Administrative Agent terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in its sole discretion), such Assignee shall be a Lender party to accordance with their terms all the obligations which by the terms of this Agreement and shall have all the rights and obligations of other Credit Documents are required to be performed by it as a Lender with a Commitment as set forth in such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredLender.
Appears in 2 contracts
Samples: Railworks Corp, Railworks Corp
Assignments. (a) Any Lender may Subject to and in accordance with Section 10.1, any Lessor Party may, in the ordinary course of its business and in accordance with Applicable Law and at its own cost and expense, at any time and from time to time assign to one or more financial institutions any Eligible Assignee (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit ofeach, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “AssigneePurchasing Lessor Party”), other than a Defaulting Lender or a subsidiary thereof all or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreement, Agreement and such Assignee shall assume such rights and obligations, the other Operative Agreements pursuant to an instrumentassignment and acceptance, in substantially form and substance reasonably acceptable to the form of Exhibit E (an “Assignment and Acceptance”)Agent, executed by such Assignee and Purchasing Lessor Party, such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) assigning Lessor Party and the Administrative Agent (which consent shall not be unreasonably withheld)and delivered to the Agent for its acceptance and recording in the Register; provided provided, that (i) each no such assignment to a Purchasing Lessor Party (other than assignments (x) to its Affiliates, (y) to an Approved Fund, any Lessor Party or (z) of its entire interestany affiliate thereof) shall be in a minimum an aggregate advance amount of less than $10,000,000 or in integral multiples of $1,000,000 in excess thereof 2,000,000 (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable other than in the case of an assignment or other transfer by any Lender to an Affiliate of such Lenderall of a Lessor Party’s interests under the Operative Agreements); provided, further, to another Lenderthe extent no Default or Event of Default shall have occurred and be continuing, any such assignment (other than to a Lessor Party or its Affiliates) shall be subject to the consent (not to be unreasonably withheld or delayed) by the Lessee; provided, further, upon the occurrence and during the continuance of any Event of Default, (i) any Lessor Party may assign to any Person (regardless of whether such Person is an Approved FundEligible Assignee; provided furtherthat, that in no event, shall any consent assignment be made to any competitor of the Borrower otherwise required under this Section shall not be required any Credit Party even if an Event of Default has occurred occurred) all or any part of such Lessor Party’s rights and is continuing; obligations under the Operative Agreements pursuant to an assignment and provided furtheracceptance, that in form and substance reasonably satisfactory to the Borrower Agent, and (ii) there shall be deemed to have consented to no minimum aggregate advance amount required for any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereofassignment. Upon execution such execution, delivery, acceptance and delivery of an Assignment recording, from and Acceptance and payment by such Assignee after the effective date determined pursuant to such transferring Lender of an amount equal to assignment and acceptance, (x) the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee Purchasing Lessor Party thereunder shall be a Lender party hereto and, to this Agreement the extent provided in such assignment and shall acceptance, have all the rights and obligations of a Lender Lessor Party hereunder with a Commitment Lessor Parties Interest as set forth therein, and (y) the assigning Lessor Party thereunder shall, to the extent provided in such Assignment assignment and Acceptanceacceptance, and the transferring Lender shall be released from its obligations hereunder under this Agreement (and, in the case of an assignment and acceptance covering all of the remaining portion of an assigning Lessor Party’s rights and obligations under the Operative Agreements, such assigning Lessor Party shall cease to be a corresponding extent, and no further consent or action by any party shall be requiredhereto).
Appears in 2 contracts
Samples: Participation Agreement (Big Lots Inc), Participation Agreement (Big Lots Inc)
Assignments. (a) Any Lender may at any time assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lendermay, with (and subject to) the signed prior written consent of the Borrower Administrative Agent, each Issuing Lender (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable solely in the case of an assignment Facility A Revolving Commitments or other transfer by any Facility A Revolving Loans), each Swing Line Lender to an Affiliate (solely in the case of such LenderFacility A Revolving Commitments or Facility A Revolving Loans) and, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an so long as no Event of Default has occurred and is continuing; , the Company (which consents shall not be unreasonably delayed or withheld and provided further, that the Borrower (x) shall be deemed given unless the Company has objected within 10 days of receipt of notice thereof and (y) shall not be required for an assignment to have consented to any such assignment unless it shall object thereto by written another Lender, an Affiliate of a Lender or an Approved Fund; provided that notice to the Administrative Agent within five Business Days Company, either prior to or immediately after having received notice thereof. Upon execution such assignment, shall be required), at any time assign and delivery delegate to one or more commercial banks or other Persons (any Person to whom such an assignment and delegation is to be made being herein called an “Assignee”), all or any fraction of an Assignment such Lender’s Loans and Acceptance Commitment (which assignment and payment by such Assignee to such transferring Lender delegation shall be of an a constant, and not a varying, percentage of all the assigning Lender’s Loans and Commitment, other than in the case of any Swing Line Lender’s rights and obligations in respect of Swing Line Loans) in a minimum aggregate amount equal to the purchase price agreed between lesser of (i) the amount of the assigning Lender’s remaining Commitment and (ii) $5,000,000; provided that (a) no assignment and delegation may be made to any Person if, at the time of such transferring Lender assignment and such Assignee and payment by delegation, the transferring Lender Company would be obligated to pay any greater amount under Section 7.7 or Section 8 to the Assignee than the Company is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation of an assignment fee of $4,500 the foregoing, the Company will not be required to pay the incremental amounts) and (or $7,500, if b) the transferring Lender is a Defaulting Lender) to Company and the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a entitled to continue to deal solely and directly with such Lender party in connection with the interests so assigned and delegated to this Agreement and an Assignee until the date when all of the following conditions shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required.been met:
Appears in 2 contracts
Samples: Credit Agreement (Regal Beloit Corp), Credit Agreement (Regal Beloit Corp)
Assignments. The Borrower may not assign its rights or obligations hereunder or any interest herein, and any such assignment shall be void unless the Borrower has obtained the prior written consent of the Administrative Agent to such assignment. The Lenders shall have the right to assign and/or participate their respective Non-Conduit Lender Commitments and Advances; provided, that if no Event of Default exists at the time of such assignment or participation, (a) Any the indemnities to which any such assignee or participant shall be entitled under Section 5.2 or 5.3 hereof shall not be greater at and as of the time of assignment or participation than the indemnity to which the assignor or participant grantor would have been entitled under Section 5.2 or 5.3 hereof had such assignment or participation not occurred, (b) such assignee shall be a Qualifying Lender, (c) such assignor shall only be released from its Non-Conduit Lender may at any time assign Commitments to one or more financial institutions the extent provided in the immediately succeeding sentence, and (but not d) if such assignee is not, prior to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit ofdate of such assignment, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or an Affiliate of a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and such assignment shall be subject to) to the signed prior consent of the Borrower (which such consent shall of the Borrower not to be unreasonably withheld or delayed and which consent shall to be deemed to have been be given if the Borrower has does not responded object to a proposed assignee within ten five Business Days of its receipt of a written any request for such consent) and ). Upon the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each issuance of a Non-Conduit Lender Commitment to provide a portion of the Advances by any assignee of such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Non-Conduit Lender Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such a Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Acceptance, and the transferring Lender shall be released from the portion of its obligations hereunder Non-Conduit Lender Commitment in an aggregate amount equal to the Non-Conduit Lender Commitment of such assignee. Notwithstanding the foregoing, each Non-Conduit Lender shall have the right, at any time, to assign and/or participate its Non-Conduit Lender Commitments and Advances with prior notice to the Borrower, but without the consent of the Borrower, to any Affiliate of such Non-Conduit Lender that is a corresponding extentQualifying Lender at the time of such assignment or participation, to any commercial paper conduit that is a Qualifying Lender at the time of such assignment or participation, and no further consent or action is administered by any party Affiliate thereof or administered by any other Person for the exclusive or non-exclusive benefit of any Affiliate of such Non-Conduit Lender, and/or to any other Lender and such Non-Conduit Lender shall be requiredreleased from the portion of its Non-Conduit Lender Commitment in an aggregate amount equal to the Non-Conduit Lender 106 Commitment of the applicable assignee. In addition, any Lender or any of its Affiliates may pledge or assign any of its rights under this Agreement and under the Transaction Documents to any Federal Reserve Bank within the United States, or if a Qualifying Lender at the time of such pledge or assignment, to any liquidity or credit support provider or any commercial paper conduit collateral trustee without notice to or consent of the Borrower or the Administrative Agent. In the case of any Lender that is a fund that invests in bank loans, such Lender may, without the consent of Borrower or the Administrative Agent, collaterally assign or pledge all or any portion of its rights under this Agreement and under the Transaction Documents, to any holder of, trustee for, or any other representative of holders of, obligations owed or securities issued, by such fund, as security for such obligations or securities, in each case provided that each such holder is a Qualifying Lender. Notwithstanding the foregoing, each Conduit Lender shall have the right, at any time, to assign and/or participate its Advances without the prior consent of the Borrower or any other party hereto to any liquidity or credit support provider of such Conduit Lender, to the related Non-Conduit Lender or any of its Affiliates that is a Qualifying Lender at the time of such assignment or participation, to any commercial paper conduit that is a Qualifying Lender at the time of such assignment or participation, and is administered by any Affiliate thereof or administered by any other Person for the exclusive or non-exclusive benefit of any Affiliate of such Non-Conduit Lender, and/or to any other Lender.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (Genesis Lease LTD)
Assignments. (a) Any Lender may may, in the ordinary course of its commercial lending business and in accordance with applicable law, at any time and from time to time, with the consent of the Issuing Lenders (which consent shall not be unreasonably withheld or delayed) assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower any Lender or any Affiliate thereof or, with the consent of the Borrower’s Affiliates or Subsidiaries) , the Administrative Agent, the Issuing Lenders and the Swingline Lenders (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed which consent of the Borrower (which consent Borrower, the Administrative Agent, the Issuing Lenders and the Swingline Lenders shall not be unreasonably withheld or delayed and which consent shall not be required from the Borrower during the continuation of an Event of Default and shall be deemed to have been given if the Borrower has not responded objected thereto within ten fifteen Business Days of notice thereof), to an additional bank or financial institution (an “Assignee”) all or any part of its receipt rights and obligations under this Agreement and the other Loan Documents pursuant to an Assignment and Assumption, substantially in the form of Exhibit E (an “Assignment and Assumption”), executed by such Assignee, such assigning Lender, and (to the extent required by this paragraph) the Administrative Agent, the Issuing Lender and the Swingline Lender (and, in the case of an Assignee that is not then a Lender or an Affiliate thereof, by the Borrower) and delivered to the Administrative Agent for its acceptance and recording in the Register, provided that, in the case of any such assignment to an additional bank or financial institution, (i) the sum (without duplication) of the aggregate principal amount of the Commitments and Exposure being assigned shall not be less than $10,000,000 (or, if such Assignee is an Affiliate of a written request for Lender, $5,000,000, or such consent) lesser amount as may be agreed to by the Borrower and the Administrative Agent Agent) and (which consent ii) (x) the sum (without duplication) of the aggregate principal amount of the Commitments and Exposure retained by the assigning Lender, if any, shall not be unreasonably withheld); provided that less than $10,000,000 (ior such lesser amount as may be agreed to by the Borrower and the Administrative Agent) each such assignment (other than assignments (x) to its Affiliates, or (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee assigning Lender shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment hold no Loans or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereofCommitments. Upon execution such execution, delivery, acceptance and delivery of an recording, from and after the effective date determined pursuant to such Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or Assumption, (x) the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee thereunder shall be a Lender party hereto and, to this Agreement the extent provided in such Assignment and shall Assumption, have all the rights and obligations of a Lender hereunder with a Commitment as set forth therein, and (y) the assigning Lender thereunder shall, to the extent provided in such Assignment and AcceptanceAssumption, and the transferring Lender shall be released from its obligations hereunder under this Agreement (and, in the case of an Assignment and Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a corresponding extentparty hereto), but shall retain its rights pursuant to Sections 2.13, 2.14 and no further consent 2.15 in respect of the period prior to such effective date. Any assignment or action transfer by any party a Lender of rights or obligations under this Agreement that does not comply with this Section 9.6(c) shall be requiredtreated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (b) of this Section.
Appears in 2 contracts
Samples: Credit Agreement (Southern California Edison Co), Credit Agreement
Assignments. (a) Any Lender may at any time assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lendermay, with (and subject to) the signed consent of the Agents and Borrower (which provided that, the consent of Borrower (A) shall not be unreasonably withheld or delayed and which (provided, further, that if such consent shall be deemed to have been given if the Borrower has is not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent granted, it shall not be considered unreasonably withheld); provided that (i) each such withheld if the proposed assignment (other than assignments (x) is to its Affiliates, (y) to an Approved Funda Person who is a direct competitor, or (za lender to or an affiliate of a direct competitor, of any Loan Party) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iiiB) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred exists or such assignment is to a Permitted Assignee), at any time assign to one or more Persons (other than natural persons) (any such Person, an “Assignee”) all or any portion of such Lender’s Loan; provided that, notwithstanding the foregoing, other than upon the occurrence and is continuing; during the continuance of an Event of Default, such assignment shall not be permitted if such assignment, when taken together with all previous assignments pursuant to this Section 14.1(a) and provided furtherall sales of participating interests in the Term Loans pursuant to Section 14.1(b), that would result in Agents, as Lenders (when aggregated with any of its direct or indirect Affiliate’s interests in the Borrower shall be deemed to have consented to Term Loans) not constituting the Required Lenders hereunder. Except as Agents may otherwise agree, any such assignment unless it shall object thereto be in a minimum aggregate amount equal to [***] or, if less, the remaining Commitments and Loan held by written notice the assigning Lender. The Loan Parties and Agents shall be entitled to continue to deal solely and directly with such Lender in connection with the Administrative Agent within five Business Days after having interests so assigned to an Assignee until Agents shall have received notice thereof. Upon execution and delivery of accepted an Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required.
Appears in 2 contracts
Samples: Credit Agreement (Acreage Holdings, Inc.), Credit Agreement (Acreage Holdings, Inc.)
Assignments. (a) Any Lender may at any time assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lendermay, with (and subject to) the signed prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliatesand, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an so long as no Event of Default has occurred and is continuing; , the Company (which consents shall not be unreasonably delayed or withheld), at any time assign and provided furtherdelegate to one or more Eligible Assignees (any Person to whom such an assignment and delegation is to be made being herein called an “Assignee”), that all or any fraction of such Lender’s Loans and Commitment in a minimum aggregate amount (in the Borrower shall be deemed case of an assignment to have consented an Assignee other than a Lender hereunder) equal to any the lesser of (i) the amount of the assigning Lender’s remaining Loans and, without duplication, Commitments and (ii) $5,000,000 (or such assignment unless it shall object thereto by written notice to lesser amount as the Company and the Administrative Agent within five Business Days after having received notice thereof. Upon execution may agree in their discretion); provided that (a) no assignment and delivery delegation may be made to any Person if, at the time of an Assignment such assignment and Acceptance and payment by such Assignee delegation, the Company would be obligated to such transferring Lender of an pay any greater amount equal under Section 7.6 or Section 8 to the purchase price agreed between Assignee than the Company is then obligated to pay to the assigning Lender under such transferring Sections (and if any assignment is made in violation of the foregoing, the Company will not be required to pay the incremental amounts), (b) any assignment of all or a portion of a Lender’s Commitment to a Person other than a Lender shall be subject to the prior written consent of the Issuing Lenders and such Assignee and payment by the transferring Swing Line Lender (which consents shall not be unreasonably withheld or delayed), (c) no consent of the Assignee of an assignment fee of $4,500 (Company or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent shall be required in connection with any assignment from a Lender to an Affiliate of such Lender or to another Lender; (unless such fee is waived by d) no consent of the Administrative Agent in its sole discretion), such Assignee shall be required in connection with the assignment of all or a portion of a Lender’s Revolving Loans and Commitment to another Lender party and (e) the Company and the Administrative Agent shall be entitled to this Agreement continue to deal solely and directly with such Lender in connection with the interests so assigned and delegated to an Assignee until the date when all of the following conditions shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required.been met:
Appears in 2 contracts
Samples: Pledge Agreement (Middleby Corp), Credit Agreement (Middleby Corp)
Assignments. (a) Any Lender may at any time assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution whoEach Bank may, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights prior notice to and obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (and Agent, which consent shall not be unreasonably withheld or delayed and which consent of Borrower shall not be deemed required after the occurrence of a Default or an Event of Default hereunder, from time to have been given if time sell and assign a pro rata part of all of the Borrower has not responded within ten Business Days Debt evidenced by the Note then owned by it together with an equivalent proportion of its receipt of a written request for such consent) obligation to make Revolving Loans hereunder and the Administrative Agent credit risk incidental to the Letters of Credit and Swingline Loans pursuant to an assignment and acceptance substantially in the form of Exhibit F attached hereto, executed by the assignor, the assignee, Agent, and, so long as no Default or Event of Default is in existence, Borrower (which consent by Borrower shall not be unreasonably withheldwithheld or delayed) (each an “Assignment and Acceptance”); provided that (i) each such no assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) under this Section 9.7 shall be made by any Bank to Borrower or to any Subsidiary, Related Party or other affiliate of Borrower. The Assignment and Acceptance shall specify in a minimum amount each instance the portion of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved the Debt evidenced by the Administrative Agent in its sole discretion), (ii) each assignee shall assignor’s Note which is to be an Eligible Institution, and (iii) after giving effect assigned to each such assignment, assignee and the portion of the Commitment of the assignor and the credit risk incidental to the Letters of Credit (if it has not assigned its entire interestwhich portions shall be equivalent) and to be assumed by the assignee, provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a federal reserve bank. Any such portion of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement Debt assigned by any Bank pursuant to this Section 9.7 shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment less than $5,000,000 unless it shall object thereto by written notice constitute all Debt owing to the Administrative Agent within five Business Days after having received notice thereofassignor. Upon the execution and delivery of an each Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or assignor, the Assignee of an assignment fee of $4,500 (or $7,500assignee and, if the transferring Lender is a Defaulting Lender) to the Administrative required, Borrower and consent thereto by Agent (unless i) such fee is waived by the Administrative Agent in its sole discretion), such Assignee assignee shall be thereupon become a Lender party to “Bank” for all purposes of this Agreement and shall have all the rights and obligations of a Lender with a Commitment as in the amount set forth in such Assignment and Acceptance and with all the rights, powers and obligations afforded a Bank hereunder, (ii) the assignor shall have no further liability for funding the portion of its Commitment assumed by such other Bank, (iii) the address for notices to such new Bank shall be as specified in the Assignment and Acceptance, and (iv) Borrower shall, in exchange for the transferring Lender cancellation of the Note held by the assignor Bank, execute and deliver a Note to the assignee Bank in the amount of its Commitment and new Note to the assignor Bank in the amount of its Commitment after giving effect to the reduction occasioned by such assignment, all such Notes to constitute “Notes” for all purposes of this Agreement. There shall be released from its obligations hereunder paid to Agent, as a corresponding extentcondition to each such assignment, an administration fee of $3,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no further consent circumstances shall any portion of such fee be payable by or action charged to Borrower. Agent and each of the Banks are hereby authorized to deliver a copy of any financial statement or other information made available by Borrower to any party shall be requiredproposed assignee or participant in any portion of any Bank’s Loans and Commitment hereunder.
Appears in 2 contracts
Samples: Credit Agreement (Shoe Carnival Inc), Credit Agreement (Shoe Carnival Inc)
Assignments. (a) Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time time, sell and assign to one or more financial institutions (but not to any Lender, any affiliate of a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower Lender or any of the Borrower’s Affiliates other bank or Subsidiariesfinancial institution (individually, an "Assignee") (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof all or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, portion of its rights and obligations under this Agreement, the Loan Documents (such a sale and such Assignee shall assume such rights and obligations, assignment to be referred to herein as an "Assignment") pursuant to an instrument, Assignment and Assumption Agreement in substantially the form of Exhibit E G attached hereto (an “"Assignment and Acceptance”), Agreement") executed by such each Assignee and such transferring Lender, with assignor Lender (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consentan "Assignor") and delivered to Administrative Lender for its acceptance and recording in the Administrative Agent Register (which consent shall not be unreasonably withheldas defined below); provided that provided, however, that: (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) Assignment shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), 5,000,000; (ii) each assignee shall be if the Assignment is not an Eligible Institutionassignment of Assignor's entire commitment, Assignor maintains a minimum commitment of $5,000,000; and (iii) after giving effect each Assignment which is not to each such assignmenta Lender or an affiliate thereof, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided furthermade only with the written consent of Administrative Lender (and, that in the foregoing consent requirement absence of a Default, Borrowers' Agent), which consent(s) shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereofunreasonably withheld. Upon execution the execution, delivery, acceptance and delivery recording of an each Assignment Agreement, from and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to after the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 effective date set forth therein, (or $7,500, if the transferring Lender is a Defaulting LenderA) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such each Assignee shall be a Lender party to this with a commitment as set forth in Section 1 of such Assignment Agreement and shall have the rights, duties and obligations of a Lender under the Loan Documents, and (B) the Assignor shall be a Lender with a commitment as set forth in Section 1 of such Assignment Agreement, or, if the commitment of the Assignor has been reduced to zero, the Assignor shall cease to be a Lender; provided, however, that each Assignor shall nevertheless be entitled to the indemnification rights contained in Section 13.3 hereof for any events, acts or omissions occurring before the effective date of its Assignment. Each Assignment Agreement shall be deemed to amend Schedule I hereto to the extent necessary to reflect the addition of each Assignee and the resulting adjustment of commitments arising from the purchase by each Assignee of all or a portion of the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Acceptance, an Assignor under this Agreement and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredother Loan Documents.
Appears in 2 contracts
Samples: Credit Agreement (Monaco Coach Corp /De/), Credit Agreement (Monaco Coach Corp /De/)
Assignments. (a) Any Lender may may, in the ordinary course of its commercial lending business and in accordance with applicable law, at any time and from time to time, with the consent of the Issuing Lenders (which consent shall not be unreasonably withheld or delayed) assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower any Lender or any Affiliate thereof or, with the consent of the Borrower’s Affiliates or Subsidiaries) , the Administrative Agent and the Issuing Lenders (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed which consent of the Borrower (which consent Borrower, the Administrative Agent and the Issuing Lenders shall not be unreasonably withheld or delayed and which consent shall not be required from the Borrower during the continuation of an Event of Default and shall be deemed to have been given if the Borrower has not responded objected thereto within ten fifteen Business Days of notice thereof), to an additional bank or financial institution (an “Assignee”) all or any part of its receipt rights and obligations under this Agreement and the other Loan Documents pursuant to an Assignment and Assumption, substantially in the form of Exhibit E (an “Assignment and Assumption”), executed by such Assignee, such assigning Lender, and (to the extent required by this paragraph) the Administrative Agent and the Issuing Lender (and, in the case of an Assignee that is not then a Lender or an Affiliate thereof, by the Borrower) and delivered to the Administrative Agent for its acceptance and recording in the Register, provided that, in the case of any such assignment to an additional bank or financial institution, (i) the sum (without duplication) of the aggregate principal amount of the Commitments and Exposure being assigned shall not be less than $10,000,000 (or, if such Assignee is an Affiliate of a written request for Lender, $5,000,000), or such consent) lesser amount as may be agreed to by the Borrower and the Administrative Agent and (which consent ii) (x) the sum (without duplication) of the aggregate principal amount of the Commitments and Exposure retained by the assigning Lender, if any, shall not be unreasonably withheld); provided that less than $10,000,000 (ior such lesser amount as may be agreed to by the Borrower and the Administrative Agent) each such assignment (other than assignments (x) to its Affiliates, or (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment assigning Lender shall hold no Loans or Commitments. For the avoidance of doubt, no Lender may at any time assign or transfer all or any part of its rights and obligations under this Agreement and the other Loan Documents to any natural person or to the Borrower or any Affiliate of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereofBorrower. Upon execution such execution, delivery, acceptance and delivery of an recording, from and after the effective date determined pursuant to such Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or Assumption, (x) the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee thereunder shall be a Lender party hereto and, to this Agreement the extent provided in such Assignment and shall Assumption, have all the rights and obligations of a Lender hereunder with a Commitment as set forth therein, and (y) the assigning Lender thereunder shall, to the extent provided in such Assignment and AcceptanceAssumption, and the transferring Lender shall be released from its obligations hereunder under this Agreement (and, in the case of an Assignment and Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a corresponding extentparty hereto), but shall retain its rights pursuant to Sections 2.13, 2.14 and no further consent 2.15 in respect of the period prior to such effective date. Any assignment or action transfer by any party a Lender of rights or obligations under this Agreement that does not comply with this Section 9.6(c) shall be requiredtreated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (b) of this Section.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement
Assignments. (a) Any Neither Borrower nor Lender can assign any of its rights or obligations under this Agreement without the prior written consent of the other party. Within 30 days of an occurrence of a Credit Downgrade, Lender may at any time assign deliver a written notice to one or more financial institutions Borrower (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or “Assignment Notice”) requesting that the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of assign its rights and obligations under this AgreementAgreement to a financial institution reasonably acceptable to Borrower and Lender (the “Assignee”). Following receipt of the Assignment Notice, and such Borrower will use its reasonable efforts to assign to the Assignee shall assume such its rights and obligationsobligations under the Agreement and its, pursuant to an instrument, in substantially or its affiliates’ corresponding rights and obligations under swap or other agreements with holders of Exchangeable Notes (the form of Exhibit E (an “Assignment and AcceptanceBack-to-back Agreements”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall within not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days more than 60 days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld)Assignment Notice; provided that Borrower shall be under no obligation to effect any such assignment unless (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) the Assignee shall assume all of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion)Borrower’s rights and obligations under the Agreement and all Back-to-back Agreements, (ii) each assignee of the counterparties to the Back-to-back Agreements shall consent to an assignment of the Back-to-back Agreement to which it is a party, (iii) none of such assignments (w) shall be an Eligible Institutionprohibited by any law, rules or regulation of any governmental authority to which Borrower or any of its affiliates is or would be subject, (x) shall violate, or would upon any such assignment likely violate, any order or prohibition of any court, tribunal or other governmental authority, (y) shall require the prior consent of any court, tribunal or other governmental authority prior to such assignment or (z) would subject Borrower or any of its affiliates, in the reasonable judgment of Borrower, based on the advice of counsel, to any liability or potential liability under any applicable laws, and (iiiiv) after giving effect to each Lender shall fully cooperate with Borrower in effecting all such assignmentassignments. Notwithstanding the foregoing, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to this Agreement and shall have all the Borrower’s rights and obligations under Section 12 of a Lender with a Commitment as set forth in such Assignment and Acceptance, and the transferring Lender this Agreement shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by survive any party shall be requiredassignment.
Appears in 2 contracts
Samples: Share Lending Agreement (Sirius Xm Radio Inc.), Share Lending Agreement (Sirius Xm Radio Inc.)
Assignments. (a) Any Lender Bank may at any time assign to one or more financial institutions (but not to a natural Person, banks or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower other entities all or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, portion of its rights and obligations under this AgreementAgreement (including, without limitation, all or a portion of any of its Commitments, participations in Letters of Credit, any Advances owing to it, and such Assignee shall assume such rights any Notes held by it) with the consent, not to be unreasonably withheld, of the Administrative Agent and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five ten (10) Business Days after having received notice thereof. Upon execution thereof and delivery provided, further that the Borrower shall have no such consent right in the case of assignments to a Bank or any Affiliate of any Bank or if a Default has occurred and is continuing); provided, however, that (i) each such assignment of an assigning Bank’s Commitment shall be of a constant, and not a varying, percentage of all of such Bank’s rights and obligations under this Agreement in respect of such Commitment, (ii) the amount of each such resulting Commitment, and applicable Advances of the assigning Bank (unless it is assigning all its Commitment) and the assignee Bank pursuant to each such assignment (determined as of the date of the Assignment and Acceptance and payment by such Assignee with respect to such transferring Lender assignment) shall in no event be less than $10,000,000 for any applicable Commitment and shall be an integral multiple of $1,000,000 (unless each of the Borrower and the Administrative Agent consents; provided that the Borrower shall have no such consent right if a Default has occurred and is continuing), (iii) each such assignment shall be to an amount equal Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the purchase price agreed between Administrative Agent, for its acceptance and recording in the Register, an Assignment, together with any Note or Notes subject to such transferring Lender assignment, and shall pay all legal and other expenses in respect of such Assignee assignment and payment by (v) the transferring Lender assignor or the Assignee of assignee shall pay to the Administrative Agent an assignment fee of $4,500 3,500 in connection with such assignment (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived which shall be waivable by the Administrative Agent in its 113 sole discretion). Upon such execution, such Assignee delivery, acceptance and recording, from and after the effective date specified in each Assignment, which effective date shall be at least three (3) Business Days after the execution thereof, (A) the assignee thereunder shall be a Lender party hereto for all purposes and, to this Agreement the extent that rights and shall obligations hereunder have all been assigned to it pursuant to such Assignment, have the rights and obligations of a Lender with a Commitment as set forth in Bank hereunder and (B) such Assignment Bank thereunder shall, to the extent that rights and Acceptanceobligations hereunder have been assigned by it pursuant to such Assignment, relinquish its rights and the transferring Lender shall be released from its obligations hereunder to lend under this Agreement (and, in the case of an Assignment covering all or the remaining portion of such Bank’s rights and obligations under this Agreement, such Bank shall cease to be a corresponding extent, and no further consent or action by any party shall be requiredhereto).
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Assignments. (a) Any Each Lender may at any time assign to one or more financial institutions (but not to a natural Person, all or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, portion of its rights and obligations under this Agreement, and such Assignee shall assume such rights and obligationshereunder, pursuant to an instrument, assignment agreement substantially in substantially the form of Exhibit E (an “Assignment and Acceptance”SCHEDULE 11.3(B), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fundany Lender or any Affiliate or Subsidiary of a Lender, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institutionany other commercial bank, and financial institution or "accredited investor" (iii) after giving effect to each such assignment, the Commitment as defined in Regulation D of the assignor (if it has not assigned its entire interestSecurities and Exchange Commission) and of reasonably acceptable to the assignee shall be at least $5,000,000; provided furtherAgent and, that the foregoing consent requirement shall not be applicable in the case of an assignment so long as no Default or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing, the Borrower; PROVIDED that (i) any such assignment (other than any assignment to an existing Lender) shall be in a minimum aggregate amount of $5,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Lender) of the Commitments and provided furtherin integral multiples of $1,000,000 above such amount and (ii) each such assignment shall be of a constant, that not varying, percentage of all such Lender's rights and obligations under this Credit Agreement. Any assignment hereunder shall be effective upon delivery to the Agent of written notice of the assignment together with a transfer fee of $3,500 payable to the Agent for its own account from and after the later of (i) the effective date specified in the applicable assignment agreement and (ii) the date of recording of such assignment in the Register pursuant to the terms of subsection (c) below. The assigning Lender will give prompt notice to the Agent and the Borrower of any such assignment. Upon the effectiveness of any such assignment (and after notice to, and (to the extent required pursuant to the terms hereof), with the consent of, the Borrower as provided herein), the assignee shall become a "Lender" for all purposes of this Credit Agreement and the other Credit Documents and, to the extent of such assignment, the assigning Lender shall be relieved of its obligations hereunder to the extent of the Loans and Commitment components being assigned. Along such lines the Borrower agrees that upon notice of any such assignment and surrender of the appropriate Note or Notes, it will promptly provide to the assigning Lender and to the assignee separate promissory notes in the amount of their respective interests substantially in the form of the original Note (but with notation thereon that it is given in substitution for and replacement of the original Note or any replacement notes thereof). By executing and delivering an assignment agreement in accordance with this Section 11.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to have consented confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 adverse claim; (or $7,500, if the transferring Lender is a Defaulting Lenderii) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment except as set forth in clause (i) above, such Assignment assigning Lender makes no representation or warranty and Acceptanceassumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of the Borrower or any of its Affiliates or the performance or observance by the Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the transferring Lender shall time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be released from its obligations hereunder to performed by it as a corresponding extent, and no further consent or action by any party shall be requiredLender.
Appears in 1 contract
Samples: Credit Agreement (Worldtex Inc)
Assignments. Any Lender (a) Any Lender may at any time assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for with the primary benefit of, a natural Person, or written consents of the Borrower or any of (provided that the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; ) and provided furtherthe Agent (which consents of the Borrower, that if applicable, and the Borrower Agent shall not be deemed unreasonably delayed or withheld), may at any time assign and delegate to have consented to any such assignment unless it shall object thereto by written one or more commercial banks or other financial institutions, and (b) with notice to the Administrative Borrower and the Agent, but without the consent of the Borrower or the Agent, may assign and delegate to any of its Affiliates or to any other Lender or Lender Affiliate (each Person described in either of the foregoing clauses as being the Person to whom such assignment and delegation is to be made, being hereinafter referred to as an “Assignee Lender”), all or any fraction of such Lender’s total Loans and Commitments (which assignment and delegation shall be of a constant, and not a varying, percentage of all the assigning Lender’s Loans and Commitments and which shall be of equal pro rata shares of the Facility) in a minimum aggregate amount of $5,000,000; provided, however, that any such Assignee Lender will comply, if applicable, with the provisions contained in the last sentence of Section 4.6 and further, provided, however, that, the Borrower and the Agent within five Business Days after having received shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned and delegated to an Assignee Lender until (i) written notice thereof. Upon execution of such assignment and delivery of an Assignment delegation, together with payment instructions, addresses and Acceptance related information with respect to such Assignee Lender, shall have been given to the Borrower and payment the Agent by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee Lender, (ii) such Assignee Lender shall have executed and payment delivered to the Borrower and the Agent a Lender Assignment Agreement, accepted by the transferring Agent, (iii) such Assignee Lender or shall have delivered to the Agent an Administrative Questionnaire, and (iii) the processing fees described below shall have been paid. From and after the date that the Agent accepts such Lender Assignment Agreement, (x) the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is thereunder shall be deemed automatically to have become a Defaulting Lender) party hereto and to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), extent that rights and obligations hereunder have been assigned and delegated to such Assignee shall be a Lender party to this Agreement and in connection with such Lender Assignment Agreement, shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment hereunder and Acceptanceunder the other Loan Documents, and (y) the transferring assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with such Lender Assignment Agreement, shall be released from its obligations hereunder to a corresponding extentand under the other Loan Documents. Accrued interest on that part of the predecessor Loans and Commitments, and no further consent or action by any party accrued fees, shall be requiredpaid as provided in the Lender Assignment Agreement. Accrued interest on that part of the predecessor Loans and Commitments shall be paid to the assignor Lender. Accrued interest and accrued fees shall be paid at the same time or times provided in this Agreement. Such assignor Lender or such Assignee Lender must also pay a processing fee to the Agent upon delivery of any Lender Assignment Agreement in the amount of $3,500. Any attempted assignment and delegation not made in accordance with this Section shall be null and void.
Appears in 1 contract
Assignments. (a) Any Lender may at any time assign to one or more financial institutions (but not to a natural Person, Eligible Assignees all or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, portion of its rights and obligations under this AgreementReimbursement and Pledge Agreement (including all or a portion of its Commitments); provided, and such Assignee shall assume such rights and obligations, pursuant to that (a) except in the cases of an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent assignment of the Borrower (which consent entire remaining amount of the assigning Lender’s Commitments or, of an assignment to a Lender or its Affiliate, the aggregate amount of the Commitments being assigned shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days less than $5,000,000 unless each of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliatesand, (y) to an Approved Fund, so long as no Default or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing, the Borrower, otherwise consent (each such consent not to be unreasonably withheld or delayed; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five ten (10) Business Days after having received notice thereof. Upon execution ); (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and delivery obligations under this Reimbursement and Pledge Agreement with respect to the Commitment assigned, it being understood that non-pro rata assignments of or among the Commitments and the Reimbursement Obligations are not permitted; (c) any assignment of a Commitment (i) must be approved by the Administrative Agent, and so long as no Default or Event of Default has occurred and is continuing, the Borrower, (such approval of the Borrower not to be unreasonably withheld), unless the Person that is the proposed assignee is itself a Lender with a Commitment or an Assignment Affiliate of a Lender with a Commitment and Acceptance and payment (ii) must be approved by the Fronting Bank (such consent not to be unreasonably withheld or delayed) and, if such Assignee could not be an Issuer of a Several Letter of Credit under applicable regulatory requirements, the Fronting Bank or another Lender must have agreed (in its sole discretion) to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and front for such Assignee under Several Letters of Credit; (d) the parties to each assignment shall execute and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 (unless provided, that such processing and recordation fee is may be waived by the Administrative Agent Agent, in its sole discretion) and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; (e) if applicable, the LC Administrator shall have delivered to the respective beneficiaries of outstanding Several Letters of Credit amendments (or, in the case of any Several Letter of Credit issued individually by the Lenders, a replacement Several Letter of Credit in exchange for and the return or cancellation of the original Several Letter of Credit) which reflect any changes in the Lenders and/or the Applicable Percentages resulting from such assignment. No such assignment shall be made (A) to the Borrower, the Parent or any of their Subsidiaries, (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) to a natural person. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Letters of Credit previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all obligations under Several Letters of Credit and participations in Fronted Letters of Credit in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Reimbursement and Pledge Agreement until such compliance occurs. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 13.3, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a Lender party to this Reimbursement and Pledge Agreement and, to the extent of the interest assigned by such Assignment and shall Assumption, have all the rights and obligations of a Lender with a Commitment as set forth in under this Reimbursement and Pledge Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, and the transferring Lender shall be released from its obligations hereunder under this Reimbursement and Pledge Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Reimbursement and Pledge Agreement, such Lender shall cease to be a corresponding extent, party hereto) but shall continue to be entitled to the benefits of Sections 14.3 and no further consent 14.4 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or action transfer by any party a Lender of rights or obligations under this Reimbursement and Pledge Agreement that does not comply with this paragraph shall be requiredtreated for purposes of this Reimbursement and Pledge Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 13.4.
Appears in 1 contract
Samples: Reimbursement and Pledge Agreement (Montpelier Re Holdings LTD)
Assignments. (a) Any Lender may at any time assign The parties hereto hereby agree and consent to one the complete or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower partial assignment by each Conduit Purchaser of all or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, portion of its rights under, interest in, title to and obligations under this Agreement (i) to the Committed Purchasers pursuant to this Agreement or to a Funding Source pursuant to a Funding Agreement, and such Assignee shall assume such rights and obligations(ii) to any other Purchaser, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld any Managing Agent or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent or any of their respective Affiliates (other than an issuer of commercial paper notes or other entity which obtains funds from such an issuer of commercial paper notes), (iii) to any other issuer of commercial paper notes or other entity which obtains funds from such an issuer of commercial paper notes, which in either case (x) is sponsored or administered by the Managing Agent of such Conduit Purchaser’s Purchase Group or administered by any Affiliate of such Managing Agent and (y) has a short‑term debt rating of “A‑1” or better by S&P and “P‑1” or better by Xxxxx’x or (iv) to any other Person with the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed); provided that, if an Amortization Event has occurred and is continuing, consent of Seller shall not be required for any such assignment pursuant to this clause (iv); provided, further, that in no event shall any Conduit Purchaser assign any of its rights, interests or obligations under this Agreement to a Marathon Competitor, and upon any such assignment, such Conduit Purchaser shall be released from its obligations so assigned. Further, Seller, Servicer, the Administrative Agent, the related Managing Agent and each related Committed Purchaser hereby agree that any assignee of a Conduit Purchaser of this Agreement or all or any of the interests of any Conduit Purchaser shall have all of the rights and benefits under this Agreement as if the term “Conduit Purchaser” explicitly referred to such party, and no such assignment shall in any way impair the rights and benefits of any Conduit Purchaser hereunder. Neither Seller nor Servicer shall have the right to assign its rights or obligations under this Agreement (other than the delegation by Servicer of its duties or responsibilities as Servicer as permitted under and in accordance with Section 8.1(b)(i)). The Seller acknowledges that each Conduit Purchaser may assign a security interest in or pledge this Agreement and any rights such Conduit Purchaser may have hereunder to a Conduit Trustee for its commercial paper program to secure obligations of such Conduit Purchaser, in each case without notice to or consent of the Seller; provided, that no such assignment by any Conduit Purchaser shall relieve such Conduit Purchaser of any of its obligations hereunder.(b) Any Committed Purchaser may at any time and from time to time assign to one or more Persons (“Purchasing Committed Purchasers”) all or any part of its rights and obligations under this Agreement pursuant to an assignment agreement, substantially in the form set forth in Exhibit VII hereto (the “Assignment Agreement”) executed by such Purchasing Committed Purchaser and such selling Committed Purchaser; provided that Seller’s consent (which consent shall not be unreasonably withheld, conditioned or delayed) shall be required for any such assignment unless: (i) each such assignment (is to any other than assignments (x) to its AffiliatesPurchaser, (y) to an Approved Fund, any Managing Agent or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion)or any of their respective Affiliates, (ii) each assignee shall be such assignment is to any issuer of commercial paper notes or other entity which obtains funds from such an Eligible Institutionissuer of commercial paper notes, and which in either case is sponsored or administered by the Managing Agent of such Committed Purchaser’s Purchase Group or administered by any Affiliate of such Managing Agent or (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Amortization Event of Default has occurred and is continuing; and provided provided, further, that the Borrower consent of each L/C Issuer shall be deemed required for any assignment by a Committed Purchaser of its Commitment or any portion thereof; provided, further, that in no event shall any Committed Purchaser assign any of its rights, interests or obligations under this Agreement to have consented a Marathon Competitor. The consent of the Managing Agent and any L/C Issuer for such Committed Purchaser’s Purchase Group shall be required prior to the effectiveness of any such assignment unless it shall object thereto assignment. Each assignee of a Committed Purchaser must (i) have a short-term debt rating of “A‑1” or better by written notice S&P and “P‑1” by Xxxxx’x and (ii) agree to deliver to the Administrative Agent, promptly following any request therefor by the Administrative Agent or any Conduit Purchaser in its Purchase Group, an enforceability opinion in form and substance satisfactory to the Administrative Agent within five Business Days after having received notice thereofand such Conduit Purchaser. Upon execution and delivery of an the executed Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) Agreement to the Administrative Agent (unless such fee is waived by and the Administrative Agent in its sole discretion)related Managing Agent, such Assignee selling Committed Purchaser shall be released from its obligations hereunder to the extent of such assignment. Thereafter the Purchasing Committed Purchaser shall for all purposes be a Lender Committed Purchaser party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment Committed Purchaser under this Agreement to the same extent as set forth in such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, if it were an original party hereto and no further consent or action by any party Seller, the Purchasers, the Managing Agents or the Administrative Agent shall be required.
Appears in 1 contract
Samples: Receivables Sale Agreement (Marathon Petroleum Corp)
Assignments. The Borrower may not assign its rights or obligations hereunder or any interest herein without the prior written consent of the Administrative Agent, acting at the direction or with the consent of the Class A Requisite Lenders. The Class A Lenders shall have the right to assign and/or participate their respective Non-Conduit Lender Commitments and Class A Advances with prior notice to the Borrower, but without the consent of the Borrower; provided that, at any time prior to the occurrence of an Event of Default that has not been waived in writing in compliance with the terms of Section 17.2 hereof, (a) Any any Class A Lender shall provide the Administrative Agent, the Funding Agent for its Funding Group (provided that, for the sake of clarity, the parties hereto agree that in no event shall such Funding Agent’s consent be required for such assignment or participation), and the Borrower with five Business Days prior written notice of its intent to consummate such assignment or participation, (b) no Class A Lender may at any time assign to one or more financial institutions (but not participate its Non-Conduit Lender Commitments or Class A Advances to a natural Personparty which, at the time of such assignment or participation, is listed on Schedule V hereto as a holding companycompetitor of Avolon unless the Borrower has otherwise consented to such specific competitor entity becoming a Participant or Class A Lender, investment vehicle as applicable, (c) no Non-Conduit Lender may assign or trust forparticipate its Non-Conduit Lender Commitments and/or Class A Advances if, as a result of such assignment or owned and operated for the primary benefit ofparticipation, a natural Person, such Non-Conduit Lender or the Borrower applicable assignee or any participant shall hold Non-Conduit Lender Commitments and Class A Advances in a combined amount of the Borrower’s Affiliates or Subsidiaries) less than $5,000,000, (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject tod) the signed consent indemnities to which any such assignee or participant shall be entitled under Section 6.2 or 6.3 hereof or the other obligations of the Borrower (which consent under each such Section shall not be greater at and as of the time of assignment or participation than the indemnity to which the assignor or participant grantor would have been entitled under Section 6.2 or 6.3 hereof or such other obligation that the Borrower would have been under had such assignment or participation not occurred, (e) any assignee shall be a Qualifying Lender, (f) prior to the Amortization Period, any assignee, either (1) is a Pre-Approved Assignee, (2) has a short term debt rating of at least “A-1” from Standard & Poor’s and/or “P-1” from Xxxxx’x or a long term equivalent of such rating, in each case, as of the date such party becomes an assignee, or (3) has otherwise been consented to by the Borrower (with such consent not to be unreasonably withheld or delayed delayed, and which consent may only be withheld on grounds of creditworthiness) and (g) any assignor shall only be deemed released from its Non-Conduit Lender Commitments to have been given if the Borrower has not responded within ten Business Days of its receipt extent provided in the immediately succeeding sentence. Upon the issuance of a written request for Non-Conduit Lender Commitment to provide a portion of the Class A Advances by any assignee of such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Non-Conduit Lender Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such a Class A Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Acceptance, and the transferring Class A Lender shall be released from the portion of its obligations hereunder Non-Conduit Lender Commitment in an aggregate amount equal to the Non-Conduit Lender Commitment of such assignee. Notwithstanding the foregoing, any Class A Lender shall have the right, at any time, to assign and/or participate its Non-Conduit Lender Commitments and Class A Advances with prior notice to the Borrower, but without the consent of the Borrower, to any Affiliate of such Class A Lender that is a corresponding extentQualifying Lender at the time of such assignment or participation, and/or to any commercial paper conduit, that is a Qualifying Lender at the time of such assignment or participation, and no further consent or action is administered by any party Affiliate thereof or administered by any other Person for the exclusive or non-exclusive benefit of any Affiliate of such Class A Lender, and such Class A Lender shall be requiredreleased from the portion of its Non-Conduit Lender Commitment in an aggregate amount equal to the Non-Conduit Lender Commitment of the applicable assignee. In addition, any Class A Lender or any of its Affiliates may pledge or assign any of its rights under this Agreement and under the Transaction Documents to any Federal Reserve Bank within the United States, or if a Qualifying Lender at the time of such pledge or assignment, to any liquidity or credit support provider or any commercial paper conduit collateral trustee without notice to or consent of the Borrower or any Funding Agent. In the case of any Class A Lender that is a fund that invests in bank loans, such Class A Lender may, without the consent of Borrower or the Administrative Agent or any Funding Agent, collaterally assign or pledge all or any portion of its rights under this Agreement and under the Transaction Documents, to any holder of, trustee for, or any other representative of holders of, obligations owed or securities issued, by such fund, as security for such obligations or securities; provided that, in each case, each such holder is a Qualifying Lender. The parties hereto each acknowledge and agree that a Participant is neither an assignee nor a participant for purposes of this Article XV.
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Assignments. (a) Any Lender may at any time assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreement, and such Assignee shall assume such rights and obligationsLender, pursuant to an instrument, in substantially the form of Exhibit E (an “a Lender Assignment and Acceptance”), executed by such Assignee and such transferring LenderAgreement, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld delayed or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days withheld) of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such LenderBorrower, to another Lender, the extent no Default or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; continuing (each such consent not to be unreasonably withheld or delayed (and provided further, that the Borrower shall be deemed to have consented if it fails to object to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having it received written notice thereof. Upon execution ), (ii) the Issuer (with respect to assignments of Revolving Loans and delivery Revolving Loan Commitments), and (iii) the Agent, may at any time assign and delegate to any one or more commercial banks, funds or other financial institutions; provided that with the consent of an Assignment the Issuer (with respect to assignments of Revolving Loans or Revolving Loan Commitments) and Acceptance and payment by such Assignee to such transferring Lender of an amount equal upon notice to the purchase price agreed between such transferring Borrower and the Agent, upon the Agent’s acknowledgment on a Lender Assignment Agreement, any Lender may assign and such Assignee and payment by the transferring delegate to any of its Affiliates or to any other Lender or to a Related Fund of any Lender (pursuant to applicable law) (each Person described in either of the foregoing clauses as being the Person to whom such assignment and delegation is to be made, being hereinafter referred to as an “Assignee Lender”), all or any fraction of an assignment fee such Lender’s Loans, Letter of Credit Outstandings and Commitments in a minimum aggregate amount of $4,500 5,000,000 (or $7,500or, if less, the transferring Lender is a Defaulting entire remaining amount of such Lender) ’s Loans, Letter of Credit Outstandings and Commitments). Notwithstanding the foregoing, the Issuer may withhold consent (to the Administrative Agent (unless such fee is waived by the Administrative Agent extent a consent right exists) in its sole discretion)discretion to an assignment of Revolving Loans and Revolving Loan Commitments to a Person, if such Assignee assignment would, pursuant to any applicable laws, rules or regulations binding on the Issuer, result in a reduced rate of return to the Issuer or require the Issuer to set aside capital in an amount that is greater than that which is required to be set aside for any other Lender participating in the Letters of Credit. Each Obligor and the Agent shall be entitled to continue to deal solely and directly with a Lender party in connection with the interests so assigned and delegated to this Agreement and shall have all the rights and obligations of a an Assignee Lender with a Commitment as set forth in such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required.until:
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Assignments. (a) Any Lender may at any time assign to one or more financial institutions (but not to a natural PersonEach Bank may, or a holding company, investment vehicle or trust for, or owned and operated for with the primary benefit of, a natural Person, or the Borrower or any written consent of the Borrower’s Affiliates Administrative Agent and the Security Agent (which consent shall not be unreasonably withheld or Subsidiariesdelayed) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheldrequired if a Default or Event of Default shall then exist), assign to one or more banks or other financial institutions (each, a “Purchaser”) all or a portion of its rights and obligations under the Loan Documents (including, without limitation, all or a portion of its Commitment, the Loans owing to it and the Note or Notes held by it); provided provided, that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to for each such assignment, the Commitment assigning Bank and the Purchaser shall execute and deliver to the Administrative Agent and the Security Agent, for their acceptance, an assignment and assumption agreement in form reasonably satisfactory to it (an “Assignment Agreement”), together with any Note or Notes being assigned and a processing and recordation fee in the amount of the assignor $5,000, (if it has not assigned ii) no Bank may transfer its entire interestproportionate share of Loans without transferring its same proportionate share of Commitment, (iii) and of the assignee each such assignment shall be at least $5,000,000; 2,500,000 (or if less, such Bank’s entire Loan and Commitment), (iv) if required pursuant to Section 2.24 hereof, the Purchaser shall have provided further, that a Certificate of Exemption to the foregoing Administrative Agent and the Borrower and (v) the consent requirement of the Agents and the Borrower and the recordation fee shall not be applicable required for any assignment by a Bank to an institutional lender which is a Subsidiary or other Affiliate of such Bank, but such assigning Bank and Purchaser shall be liable for any out-of-pocket expenses of the Administrative Agent and the Security Agent incurred in connection therewith. Upon execution and delivery of such assignment agreement and payment of the processing and recordation fee to the Administrative Agent, from and after the effective date of such assignment as specified in such assignment agreement, (x) the Purchaser shall be a party hereto and, to the extent of the rights and obligations so assigned to it, shall have the rights and obligations of a Bank hereunder, (y) the assigning Bank shall, to the extent of the rights and obligations so assigned by it, have relinquished its rights (other than any rights under Section 11.01 of this Agreement, which rights will survive such assignment) and be released from its obligations under this Agreement (and, in the case of an assignment covering all or other transfer by any Lender to an Affiliate the remaining portion of such LenderBank’s rights and obligations under the Loan Documents, the Bank shall cease to another Lenderbe a “Bank” hereunder) and (z) Schedule 1.01(a) to this Agreement shall be deemed modified to reflect any such assignment by the Administrative Agent. No assignments will be permitted by a Bank at a time when such Bank is in default of its obligations under this Agreement. Notwithstanding anything to the contrary in this Section 10.02(a), or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required have the right to approve any assignment by a Bank if a Default or an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredthen exists.
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Assignments. (a) Any Lender may at any time assign to one or more financial institutions (but not to a natural Person, Eligible Assignees all or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, portion of its rights and obligations under this Agreement, Credit Agreement (including all or a portion of its Commitment and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent same portion of the Borrower (which consent shall not be unreasonably withheld Loans at the time owing to it and its participating interest in the risk relating to any Letters of Credit and Swingline Loans and all or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days same portion of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheldany Term Loan owing it); provided that (ia) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable except in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or, in the case of an assignment to a Lender or a Lender Affiliate, the aggregate amount of the Commitment (which for this Section purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date on which the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be required if an less than (A) $5,000,000, in the case of Domestic Revolving Loans, Canadian Revolving Loans, European Loans, or Australian Loans or (B) $1,000,000, in the case of the Domestic Term Loan or the Canadian Term Loan, unless each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the U.S. Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); (b) in the case of European Loans and European Swingline Loans only, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date on which the Assignment and Assumption with respect thereto is delivered to the Administrative Agent) shall not be less than EUR50,000 or the Dollar Equivalent of EUR50,000 or the full remaining amount of such assigning Lender’s Loan to the extent such amount is less than EUR50,000 or the Dollar Equivalent of EUR50,000; (c) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Credit Agreement with respect to the Loan or the Commitment assigned; (d) no Lender may make any assignment of all or a portion of its interests, rights and obligations in any Canadian Loan to an assignee who is not dealing at “arms length” with the Canadian Borrower (as such term is defined in the Income Tax Act of Canada); and provided further, that (e) the Borrower parties to each assignment shall be deemed to have consented to any such assignment unless it shall object thereto by written notice execute and deliver to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance Assumption, together with a processing and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment recordation fee of $4,500 (or $7,5003,500, and the Eligible Assignee, if the transferring Lender is it shall not be a Defaulting Lender) , shall deliver to the Administrative Agent (unless such fee is waived an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to §20.3, from and after the effective date specified in its sole discretion), such each Assignment and Assumption the Eligible Assignee thereunder shall be a Lender party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and shall Assumption have all the rights and obligations of a Lender with a Commitment as set forth in under this Credit Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, and the transferring Lender shall be released from its obligations hereunder under this Credit Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Credit Agreement, such Lender shall cease to be a corresponding extentparty hereto) but shall continue to be entitled to the benefits of §§6.6, 6.7, 6.9, 6.12(d) and no further consent or action by 18 with respect to facts and circumstances occurring prior to the effective date of such assignment. Such release shall not include any party shall be required.claims which the Borrowers may have against such Lender arising prior to the date of such
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Genesee & Wyoming Inc)
Assignments. (a) Any Lender may may, with the prior written consents of the Issuing Lender and the Agent and (so long as no Event of Default exists) the Company (which consents shall not be unreasonably delayed or withheld and, in any event, shall not be required for an assignment by a Lender to one of its Affiliates or to any other Lender), at any time assign and delegate to one or more financial institutions commercial banks or other Persons (but not any Person to a natural Person, or a holding company, investment vehicle or trust for, or owned whom such an assignment and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each delegation is to be made being herein called an “Assignee”), other than a Defaulting Lender or a subsidiary thereof ) all or any financial institution who, upon becoming fraction of such Lender’s Loans and Commitments (which assignment and delegation shall be of a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreementconstant, and such Assignee shall assume such rights not a varying, percentage of all the assigning Lender’s Loans and obligations, pursuant Commitments) in a minimum aggregate amount equal to an instrument, in substantially the form lesser of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject toi) the signed consent amount of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if assigning Lender’s Pro Rata Share of the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) Revolving Commitment Amount and the Administrative Agent L/C Commitment Amount and (which consent shall not be unreasonably withheld)ii) $25,000,000; provided that (ia) each no assignment and delegation may be made to any Person if, at the time of such assignment and delegation, the Company would be obligated to pay any greater amount under Section 7.6 to the Assignee than the Company is then obligated to pay to the assigning Lender under such Section (other than assignments (x) and if any assignment is made in violation of the foregoing, the Company will not be required to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by pay the Administrative Agent in its sole discretionincremental amounts), (iib) each assignee shall no assignment and delegation may be made to any Person that does not assign and delegate to such Person an Eligible Institutionequal Pro Rata Share of the Revolving Commitment Amount and all Revolving Loans and Term Loans and the L/C Commitment Amount and all Letters of Credit, and (iiic) if, after giving effect to any assignment by the Agent, the Agent’s Pro Rata Share would be less than the Pro Rata Share of any other Lender, the Agent shall give each such assignment, Lender 60 days’ prior written notice of such assignment and (d) the Commitment Company and the Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned and delegated to an Assignee until the date when all of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to this Agreement and following conditions shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required.been met:
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Assignments. (a) Any i)Any Lender may at any time assign to one or more financial institutions Persons (but any such Person, an “Assignee”) all or any portion of such Lender’s Loans and Commitments, with the prior written consent of Agent, the Issuing Lenders (for an assignment of the Revolving Loans and the Revolving Commitment) and, so long as no Event of Default exists, Borrower (which consents shall not be unreasonably withheld or delayed and shall not be required for an assignment by a Lender to a Lender (other than a Defaulting Lender) or an Affiliate of a Lender (other than an Affiliate of a Defaulting Lender)) or an Approved Fund (other than an Approved Fund of a Defaulting Lender). Except as Agent may otherwise agree, any such assignment shall be in a minimum aggregate amount equal to $5,000,000 or, if less, the remaining Commitment and Loans held by the assigning Lender (provided that an assignment to a Lender, an Affiliate of a Lender or an Approved Fund shall not be subject to the foregoing minimum assignment limitations). Borrower and Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit C hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500. Notwithstanding anything herein to the contrary, no assignment may be made to (A) Borrower, (B) any other Loan Party, (C) any Person that owns, directly or indirectly, five percent (5%) or more of any class of equity in Borrower, any Affiliate of Borrower or any other Loan Party, (D) any holder of Subordinated Debt or any Debt that is secured by Liens that have been contractually subordinated to the Liens securing the Obligations or (E) any Affiliate of any of the foregoing Persons without the prior written consent of Agent, which consent may be withheld in Agent’s sole discretion and, in any event, if granted, may be conditioned on such terms and conditions as Agent shall require in its sole discretion, including, without limitation, a limitation on the aggregate amount of Loans and Commitments which may be held by such Person and/or its Affiliates and/or limitations on such Person’s and/or its Affiliates’ voting and consent rights and/or rights to attend Lender meetings or obtain information provided to other Lenders. Any attempted assignment not made in accordance with this Section 15.6(a) shall be treated as the sale of a participation under Section 15.6(b). Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment within five (5) Business Days after notice thereof. In no event shall any assignment be made to a natural Person, person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”person), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required.
Appears in 1 contract
Assignments. (a) Any Lender may at any time assign sell, assign, delegate or otherwise transfer all or part of the rights and duties of Lender under this Agreement and the other Loan Documents to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) following Persons (each an “Assignee”), other than a Defaulting ): (i) any Affiliate of the Lender or a subsidiary thereof or (ii) any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially other Person with the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed prior written consent of the Borrower Borrowers (which consent may be given by Borrower Representative on behalf of all Borrowers and shall not be unreasonably withheld withheld, conditioned or delayed and which consent delayed; provided, however, Borrowers shall be deemed to have been given if their consent unless they (or Borrower Representative, on behalf of all Borrowers) shall object thereto by written notice to the Borrower has not responded Lender within ten five (5) Business Days of its receipt of a written request for such consent) and after notice thereof has actually been delivered by the Administrative Agent (which consent shall not be unreasonably withheldLender to Borrower Representative); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided furtherprovided, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section Borrowers shall not be required under this subclause (ii) if an Event of Default has occurred and is continuing; continuing or for any such sale, assignment or transfer in connection with a sale of all or substantially all of the assets of Lender or all or substantially all of the loans or asset based loans of Lender. Subject to the provisions of Section 13.14, each Credit Party and provided furtherGuarantor hereby authorizes Lender to disseminate any information it has pertaining to the Obligations, including without limitation, complete and current credit information on the Credit Parties and Guarantor and any of their principals to any Assignee or prospective Assignee. Each Credit Party and Guarantor hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrowers and Guarantor to the Assignee and that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be considered to be a Lender party hereunder. Except as otherwise provided herein, Lender shall be relieved of any of its obligations hereunder as a result of any sale, assignment, delegation or other transfer of all or any part of the Loans or other Obligations owed to it. Lender may furnish any information concerning Credit Parties and Guarantor from time to time to Assignees and participants and to any Affiliate of Lender or its parent company. Credit Parties and Guarantor hereby agree to execute any amendment or other document that may be necessary to effectuate such an assignment, including an amendment to this Agreement providing for multiple lenders and shall have all the rights and obligations an administrative agent to act on behalf of a Lender with a Commitment as set forth in such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredlenders.
Appears in 1 contract
Assignments. (a) Any Lender may at any time (with the prior written consent of the Post-Petition Agent and the Issuing Lender) assign and delegate to one or more financial institutions commercial banks or other Persons (but not any Person to a natural Personwhom such an assignment and delegation is to be made being herein called an "ASSIGNEE"), or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower all or any portion of such Lender's Loans and Commitment (PROVIDED that any assignment or delegation of a portion of a Lender's Loans and Commitment shall be of a constant, and not a varying, percentage of such Loans and Commitment) in a minimum aggregate amount equal to the lesser of (i) the assigning Lender's Loans (and, if applicable, participations in Letters of Credit) and (to the extent not used) Commitment and (ii) $1,000,000; PROVIDED, HOWEVER, that (a) no assignment and delegation may be made to any Person if, at the time of such assignment and delegation, the Company would be obligated to pay any greater amount under SECTION 7.5 or SECTION 8 to the Assignee than the Company is then obligated to pay to the assigning Lender under such Section, (b) the assigning Lender may not assign any portion of such Lender's Loans and Commitment unless, concurrently therewith, the assigning Lender also makes an assignment to the Assignee of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its assigning Lender's rights and obligations arising under this Agreementthe Pre-Petition Credit Agreement such that, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) immediately after giving effect to each such assignmentassignments, the Commitment Ratio of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring assigning Lender is a Defaulting Lenderequivalent (as nearly as practicable) to the Administrative Ratio of such Lender as in effect on the Effective Date and (c) the Company and the Post-Petition Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a entitled to continue to deal solely and directly with such Lender party in connection with the interests so assigned and delegated to this Agreement and an Assignee until the date when all of the following conditions shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required.been met:
Appears in 1 contract
Assignments. (a) Any Lender Bank may at any time assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for with the primary benefit of, a natural Person, or the Borrower or any written consents of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights Company and obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower Agent (which consent shall consents will not be unreasonably withheld or delayed delayed) at any time assign and which consent shall be deemed delegate to have been given if the Borrower has not responded within ten Business Days one or more Eligible Assignees (any Person to whom an assignment and delegation is made being herein called an “Assignee”) all or any fraction of its receipt of a written request for such consent) Bank’s Committed Loans and the Administrative Agent (which consent shall not be unreasonably withheld)Commitment; provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) a Bank’s Commitment shall be in a the minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by thereof; provided, that, any such Assignee will comply, if applicable, with the Administrative Agent provisions contained in its sole discretionSection 5.4(b), Section 5.4(c), Section 5.4(d), Section 5.4(e), Section 5.4(f) and Section 5.4(h) (subject to Section 5.4(g)); provided, further, the Company may withhold consent to the assignment of any Bank’s Committed Loans and Commitment to an Assignee for whom it is illegal to make a LIBOR Rate Loan described in Section 12.9(b)(iii) or that the Company would be required to compensate for any withholding or deductions described in clauses (i) or (ii) each assignee shall of Section 12.9(b) that are in excess of any such withholding or deductions the Company would be an Eligible Institutionrequired to compensate to such assigning Bank, and (iii) after giving effect any such withholding of consent by the Company is and hereby will be deemed to each such assignmentbe reasonable; provided, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement Company and the Agent shall not be applicable entitled to continue to deal solely and directly with such assigning Bank in connection with the case of an assignment or other transfer by any Lender interests so assigned and delegated to an Affiliate of Assignee until such Lenderassigning Bank and/or such Assignee shall have consummated such assignment; and provided, to another Lender, or to an Approved Fund; provided further, that in the event the Company is assigned any Committed Loans or Commitments hereunder, the Company’s vote in its capacity as a Bank on account of such Committed Loans or Commitments on any amendment, modification or waiver of, or consent with respect to, any provision of this Agreement pursuant to which the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower Banks have voting rights hereunder shall be deemed to have consented to any such assignment unless it shall object thereto by written notice be voted in favor and/or against approval in direct proportion to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery votes of an Assignment and Acceptance and payment by the other Banks that have voted in favor and/or against approval of such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required.matter:
Appears in 1 contract
Samples: Revolving Credit Agreement (International Lease Finance Corp)
Assignments. (a) Any Lender may at any time that is a party hereto as of the Closing Date shall have the right to assign to one or more financial institutions (but not a portion of such Lender’s rights and obligations under this Financing Agreement to a natural Personcommercial bank, commercial finance lender or a holding companyother financial institution in order to effectuate the contemplated syndication of the Commitments, investment vehicle provided that (i) the principal amount of loans assigned to any one institution shall not be less than Five Million Dollars ($5,000,000), and (ii) if no Default or trust forEvent of Default exists at the time of such assignment, such Lender shall have obtained the prior written consent of the Company (which consent shall not unreasonably be withheld, conditioned or owned and operated for delayed). Under any other circumstances, with the primary benefit ofprior written consent of the Agent (which consent shall not unreasonably be withheld, a natural Personconditioned or delayed) and, if no Default or Event of Default exists at the Borrower time of such assignment, the prior written consent of the Company (which consent shall not unreasonably be withheld, conditioned or delayed), any Lender may assign all or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, portion of its rights and obligations under this AgreementFinancing Agreement to a commercial bank, and such Assignee shall assume such rights and obligationscommercial finance lender or other financial institution, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum the principal amount of loans assigned to any one institution shall not be less than Five Million Dollars ($10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion5,000,000), and (ii) each assignee the assigning Lender shall be an Eligible Institution, and (iii) after giving effect pay to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of Agent an assignment or other transfer by any Lender processing and recording fee of One Thousand Dollars ($1,000) for the Agent’s own account. Each assignment of a Commitment hereunder must be made pursuant to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of Assignment and Transfer Agreement. From and after the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery effective date of an Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to Transfer Agreement, (i) the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is assignee thereunder shall become a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to this Financing Agreement and, to the extent that rights and obligations hereunder have been assigned to such assignee pursuant to such assignment, shall have all the rights and obligations of a Lender with hereunder (except such assignee shall be entitled to the benefit of the cost protection provisions contained in Sections 8.13 to no greater extent than the Lender that assigned a Commitment as set forth in portion of such Assignment Lender’s rights and Acceptanceobligations under the Financing Agreement to such assignee), and (ii) the transferring assigning Lender, to the extent that rights and obligations hereunder have been assigned by such Lender pursuant to such assignment, shall relinquish its rights and be released from its obligations hereunder under this Financing Agreement. Notwithstanding anything to the contrary contained in this Financing Agreement (including, without limitation, Sections 8.16 and 13.4 hereof), neither Sun Capital nor any of its affiliates, partners, employees, directors, members or consultants may be a corresponding extentparticipant or an assignee Lender, and no further consent or action except that any such person may be a participant if approved by any party shall be requiredthe Agent in writing.
Appears in 1 contract
Assignments. (ai) Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one any Lender or more financial institutions any affiliate thereof or, with the consent of the Agent, to any other Person (but not each a "PURCHASING LENDER") all or any part of the Loan owing to such Lender, the Note held by such Lender, any Commitment of such Lender or any other interest of such Lender hereunder (in respect of such Lender, its "CREDIT EXPOSURE") pursuant to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under supplement to this Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument, substantially in substantially the form of Exhibit E 10.4(c) hereto (an “Assignment and Acceptance”a "TRANSFER SUPPLEMENT"), executed by such Assignee and such transferring Purchasing Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) transferor Lender and the Administrative Agent (which consent shall not be unreasonably withheld); provided Agent, PROVIDED that (i) each such any assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall any Purchasing Lender must be in a minimum amount of $10,000,000 or in integral multiples 5,000,000 and any such partial assignment shall be an assignment of $1,000,000 in excess thereof an identical percentage of the transferor Lender's Loan and Commitment. Upon (unless otherwise approved by the Administrative Agent in its sole discretion)i) such execution of such Transfer Supplement, (ii) each assignee shall be delivery of an Eligible Institutionexecuted copy thereof to the Borrower and the Agent, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and payment by such Assignee Purchasing Lender to such transferring transferor Lender of an amount equal to the purchase price agreed between such transferring transferor Lender and such Assignee Purchasing Lender and (iv) payment by to the transferring Lender or the Assignee Agent of an assignment a processing fee of $4,500 (or $7,5003,500, if the transferring such transferor Lender is a Defaulting Lender) shall be released from its obligations hereunder to the Administrative Agent (unless extent of such fee is waived by the Administrative Agent in its sole discretion), assignment and such Assignee Purchasing Lender shall for all purposes be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment under this Agreement to the same extent as set forth in such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder to a corresponding extentif it were an original party hereto, and no further consent or action by any party the Borrower, the Lenders or the Agent shall be required. Such Transfer Supplement shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Lender as a Lender and the resulting adjustment of the Commitments, if any, arising from the purchase by such Purchasing Lender of all or a portion of the Credit Exposure of such transferor Lender. Promptly after the consummation of any transfer to a Purchasing Lender pursuant hereto, the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so that a replacement Note is issued to such transferor Lender and a new Note is issued to such Purchasing Lender, in each case in principal amounts reflecting such transfer.
Appears in 1 contract
Samples: Execution Copy (Genmar Holdings Inc)
Assignments. (a) Any Each Lender may at any time assign to one or more financial institutions (but not to a natural Person, all or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, portion of its rights and obligations under this Agreementhereunder (including, and such Assignee shall assume such rights and obligationswithout limitation, all or a portion of its Commitments or its Loans), pursuant to an instrument, assignment agreement substantially in substantially the form of Exhibit E (an “Assignment and Acceptance”Schedule 9.3(b), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion)Lender, (ii) each assignee shall be an Eligible Institution, and affiliate of a Lender or (iii) after giving effect any bank, financial institution, commercial lender or institutional investor reasonably acceptable to each such assignmentthe Administrative Agent and, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment so long as no Default or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower (the consent of the Borrower shall not be deemed to have consented to unreasonably withheld or delayed); provided that (i) any such assignment unless it (other than any assignment to an existing Lender) shall object thereto be in a minimum aggregate amount of $5,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Lender) of the Commitments and in integral multiples of $250,000 above such amount and (ii) each such assignment shall be of a constant, not varying, percentage of all such Lender's rights and obligations under this Credit Agreement. Any assignment hereunder shall be effective upon delivery to the Administrative Agent of written notice of the assignment together with a transfer fee of $3,500 payable to the Administrative Agent for its own account from and after the later of (i) the effective date specified in the applicable assignment agreement and (ii) the date of recording of such assignment in the Register pursuant to the terms of subsection (c) below. The assigning Lender will give prompt notice to the Administrative Agent within five Business Days after having received notice thereofand the Borrower of any such assignment. Upon execution the effectiveness of any such assignment (and delivery of an Assignment after notice to, and Acceptance and payment by such Assignee to such transferring Lender of an amount equal (to the purchase price agreed between extent required pursuant to the terms hereof), with the consent of, the Borrower as provided herein), the assignee shall become a "Lender" for all purposes of this Credit Agreement and the other Credit Documents and, to the extent of such transferring assignment, the assigning Lender shall be relieved of its obligations hereunder to the extent of the Loans and Commitment components being assigned. Along such lines the Borrower agrees that upon notice of any such assignment and surrender of the appropriate Note or Notes, it will promptly provide to the assigning Lender and such Assignee to the assignee separate promissory notes in the amount of their respective interests substantially in the form of the original Note (but with notation thereon that it is given in substitution for and payment by replacement of the transferring Lender original Note or the Assignee of any replacement notes thereof). By executing and delivering an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent agreement in its sole discretionaccordance with this Section 9.3(b), such Assignee the assigning Lender thereunder and the assignee thereunder shall be a deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender party to this Agreement warrants that it is the legal and shall have all beneficial owner of the rights interest being assigned thereby free and obligations clear of a Lender with a Commitment any adverse claim; (ii) except as set forth in clause (i) above, such Assignment assigning Lender makes no representation or warranty and Acceptanceassumes no responsibility with respect to any statements, and warranties or representations made in or in connection with this Credit Agreement, any of the transferring Lender shall be released from other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Credit Party or any of their respective Affiliates or the performance or observance by any Credit Party of any of its obligations hereunder under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to a corresponding extent, and no further consent or action by any party shall be required.enter into such assignment agreement; (iv) such assignee confirms that it has
Appears in 1 contract
Samples: Credit Agreement (Railworks Corp)
Assignments. (a) Any This Agreement and the Lender's rights and obligations herein (including their interest in the Loan) shall be assignable, in whole or in part, by such Lender may at any time assign to one or more financial institutions (but and its successors and assigns with, if an Event of Default has not to a natural Personoccurred and is continuing, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any prior written consent of the Borrower’s Affiliates ; provided, however, that such consent shall not be unreasonably withheld; provided further, that no such consent shall be required if the assignment is made, with prior or Subsidiaries) concurrent notice to the Borrower, to BofA, any Affiliate of BofA (each an “Assignee”), other than a Defaulting director or officer of BofA), any Liquidity Purchaser or other Program Support Provider. Without limiting the foregoing, each Lender may, from time to time in one transaction or a subsidiary thereof or any financial institution whoseries of transactions, upon becoming a Lender hereunder, would constitute a Defaulting Lender assign all or a subsidiary thereof, all, or a proportionate part portion of all, the Loan of such Lender and its rights and obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant Agreement to an instrument, in substantially SPC Assignee with the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for Borrower; provided, however, that such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that . Upon and to the extent of such assignment to an SPC Assignee, (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) the SPC Assignee shall be in a minimum amount the owner of $10,000,000 or in integral multiples the assigned portion of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion)Loan of such Lender, (ii) each assignee shall be BofA (or an Eligible InstitutionAffiliate thereof) will act as Administrator for the SPC Assignee as well as for such Lender, with all corresponding rights and powers, express or implied, granted herein to the Administrator, (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such SPC Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to this Agreement Program Support Providers and other related parties shall have the benefit of all the rights and obligations protections provided to such Lender and its Program Support Providers and other related parties, respectively, herein and in the other Transaction Documents (including, without limitation, any limitation on recourse against such Lender or related parties, any agreement not to file or join in the filing of a Lender with a Commitment as set forth in petition to commence an insolvency proceeding against such Assignment and AcceptanceLender, and the transferring right to assign to another SPC Assignee as provided in this paragraph), (iv) the SPC Assignee shall assume all obligations, if any, of such Lender under and in connection with this Agreement, and such Lender shall be released from its obligations hereunder such obligations, in each case to a corresponding extentthe extent of such assignment, and no further consent or action by any party the obligations of such Lender (if any) and the SPC Assignee shall be requiredseveral and not joint, (v) all distributions in respect of portion of the Loan of such Lender or Discount thereon shall be made to such Lender and the SPC Assignee, on a pro rata basis according to their respective interests (or in the case of Discount, the accrued amounts thereof), (vi) the rate used to calculate such Discount with respect to the portion of the Loan of such Lender owned by the SPC Assignee and funded with commercial paper notes issued by the SPC Assignee from time to time shall be determined in the manner set forth in the definition of "CP Rate" on the basis of the discount or interest rates applicable to commercial paper issued by the SPC Assignee (rather than the Lender), (vii) the defined terms and other terms and provisions of this Agreement and the other Transaction Documents shall be interpreted in accordance with the foregoing, and (viii) if requested by the Administrator, the parties will execute and deliver such further agreements and documents and take such other actions as the Administrator may reasonably request to evidence and give effect to the foregoing.
Appears in 1 contract
Assignments. (a) Any The Lender may at any time may, with the consent of the Borrowers, assign to one or more financial institutions (but not to a natural Person, Eligible Assignees all or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, portion of its interests, rights and obligations under this Agreement; provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all the Lender’s rights and obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject toii) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed parties to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) shall execute and deliver to its Affiliatesthe Lender an Assignment and Transfer, (y) together with any Note or Notes subject to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, such assignment and (iii) such assignment shall not, without the consent of such Borrower, require a Borrower to file a registration statement with the SEC or apply to or qualify the Loans or the Notes under the blue sky laws of any state. Upon such execution, delivery, acceptance and recording, from and after giving effect to the effective date specified in each such assignmentAssignment and Transfer, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee which effective date shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice the execution thereof. Upon execution and delivery of an Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to , (i) the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee assignee thereunder shall be a Lender party hereto and, to this Agreement the extent provided in such Assignment and shall Transfer, have all the rights and obligations of a Lender with a Commitment as set forth hereunder, and (ii) the Lender assignor thereunder shall, to the extent provided in such Assignment and Acceptanceassignment, and the transferring Lender shall be released from its obligations hereunder under this Agreement. By executing and delivering an Assignment and Transfer, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, such Lender assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto or with respect to the financial condition of any Borrower or the performance or observance by any Borrower of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto; (ii) such assignee confirms that it has received a corresponding extentcopy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Transfer; (iii) such assignee will, independently and without reliance upon the Lender assignor, and no further consent based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (iv) such assignee confirms that it is an Eligible Assignee; (v) such assignee appoints and authorizes the Lender to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Lender by any party shall the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be requiredperformed by it as a Lender.
Appears in 1 contract
Samples: Credit Agreement (Capital Gold Corp)
Assignments. (a) Any Lender may may, in the ordinary course of its commercial lending business and in accordance with applicable law, at any time and from time to time, with the consent of the Issuing Lenders (which consent shall not be unreasonably withheld or delayed) assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower any Lender or any Affiliate thereof or, with the consent of the Borrower’s Affiliates or Subsidiaries) , the Administrative Agent and the Issuing Lenders (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed which consent of the Borrower (which consent Borrower, the Administrative Agent and the Issuing Lenders shall not be unreasonably withheld or delayed and which consent shall not be required from the Borrower during the continuation of an Event of Default and shall be deemed to have been given if the Borrower has not responded objected thereto within ten fifteen Business Days of notice thereof), to an additional bank or financial institution (an “Assignee”) all or any part of its receipt rights and obligations under this Agreement and the other Loan Documents pursuant to an Assignment and Assumption, substantially in the form of Exhibit E (an “Assignment and Assumption”), executed by such Assignee, such assigning Lender, and (to the extent required by this paragraph) the Administrative Agent and the Issuing Lender (and, in the case of an Assignee that is not then a Lender or an Affiliate thereof, by the Borrower) and delivered to the Administrative Agent for its acceptance and recording in the Register, provided that, in the case of any such assignment to an additional bank or financial institution, (i) the sum (without duplication) of the aggregate principal amount of the Commitments and Exposure being assigned shall not be less than $10,000,000 (or, if such Assignee is an Affiliate of a written request for Lender, $5,000,000), or such consent) lesser amount as may be agreed to by the Borrower and the Administrative Agent 70 509265-1292-16352-Active.25729829.7 Agent) and (which consent ii) (x) the sum (without duplication) of the aggregate principal amount of the Commitments and Exposure retained by the assigning Lender, if any, shall not be unreasonably withheld); provided that less than $10,000,000 (ior such lesser amount as may be agreed to by the Borrower and the Administrative Agent) each such assignment (other than assignments (x) to its Affiliates, or (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment assigning Lender shall hold no Loans or Commitments. For the avoidance of doubt, no Lender may at any time assign or transfer all or any part of its rights and obligations under this Agreement and the other Loan Documents to any natural person or to the Borrower or any Affiliate of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereofBorrower. Upon execution such execution, delivery, acceptance and delivery of an recording, from and after the effective date determined pursuant to such Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or Assumption, (x) the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee thereunder shall be a Lender party hereto and, to this Agreement the extent provided in such Assignment and shall Assumption, have all the rights and obligations of a Lender hereunder with a Commitment as set forth therein, and (y) the assigning Lender thereunder shall, to the extent provided in such Assignment and AcceptanceAssumption, and the transferring Lender shall be released from its obligations hereunder under this Agreement (and, in the case of an Assignment and Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a corresponding extentparty hereto), but shall retain its rights pursuant to Sections 2.13, 2.14 and no further consent 2.15 in respect of the period prior to such effective date. Any assignment or action transfer by any party a Lender of rights or obligations under this Agreement that does not comply with this Section 9.6(c) shall be requiredtreated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (b) of this Section.
Appears in 1 contract
Assignments. (a) Any Subject to and in accordance with Section 10.1 of the Participation Agreement, any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time and from time to time assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower any Lender or any affiliate of any Lender or, with the consent, subject to Section 9.1 of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Participation Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower and the Agent (which consent in each case shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if of the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheldrequired during the continuation of any Event of Default), to an additional bank, financial institution or other entity that is either organized under the laws of the United States or any state thereof or is a foreign bank that operates a branch office in the United States, (each, a "Purchasing Lender") all or any part of its rights and obligations under this Agreement and the other Operative Agreements pursuant to an Assignment and Acceptance, substantially in the form of Exhibit B, executed by such Purchasing Lender, such assigning Lender (and, in the case of a Purchasing Lender that is not a Lender or an affiliate thereof, subject to Section 9.1 of the Participation Agreement, by the Borrower and the Agent) and delivered to the Agent for its acceptance and recording in the Register; provided provided, that (i) each no such assignment to a Purchasing Lender (other than assignments (x) to its Affiliates, (y) to an Approved Fund, any Lender or (z) of its entire interestany affiliate thereof) shall be in a minimum an aggregate principal amount of less than $10,000,000 or in integral multiples of $1,000,000 in excess thereof 5,000,000.00 (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable other than in the case of an assignment or other transfer by any Lender to an Affiliate of such all of a Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required 's interests under this Section shall not be required if an Event of Default has occurred Agreement and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereofNotes). Upon execution such execution, delivery, acceptance and delivery of an recording, from and after the effective date determined pursuant to such Assignment and Acceptance and payment by such Assignee to such transferring Acceptance, (x) the Purchasing Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee thereunder shall be a Lender party hereto and, to this Agreement the extent provided in such Assignment and shall Acceptance, have all the rights and obligations of a Lender hereunder with a Commitment as set forth therein, and (y) the assigning Lender thereunder shall, to the extent provided in such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder under this Agreement (and, in the case of an Assignment and Acceptance covering all of the remaining portion of an assigning Lender's rights and obligations under this Agreement, such assigning Lender shall cease to be a corresponding extentparty hereto). Notwithstanding anything to the contrary in this Agreement, and no further the consent or action by any party of the Borrower shall not be required, and, unless requested by the relevant Purchasing Lender and/or assigning Lender, new Notes shall not be required to be executed and delivered by the Borrower, for any assignment which occurs at any time when any of the events described in Section 6(g) shall have occurred and be continuing.
Appears in 1 contract
Samples: And Replacement Credit Agreement (Rf Micro Devices Inc)
Assignments. (a) Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time and from time to time assign to one any Lender or more any affiliate of any Lender or, with the consent, subject to Section 11.1 of the Participation Agreement, of the Borrower and the Administrative Agent and, so long as no Default or Event of Default shall have occurred and be continuing, the Lessee and the Guarantor (which in each case shall not be unreasonably withheld or delayed), to an additional bank, financial institutions institution or other entity that is either organized under the laws of the United States or any state thereof or is a foreign bank that operates a branch office in the United States, (but each, a "Purchasing Lender") all or any part of its rights and ----------------- obligations under this Agreement and the other Operative Agreements pursuant to an Assignment and Acceptance, substantially in the form of Exhibit B, executed --------- by such Purchasing Lender, such assigning Lender (and, in the case of a Purchasing Lender that is not a Lender or an affiliate thereof, subject to Section 11.1 of the Participation Agreement, by the Borrower and the Administrative Agent) and delivered to the Administrative Agent for its acceptance and recording in the Register; provided that no such -------- assignment to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower Purchasing Lender (other than any Lender or any affiliate thereof) shall be in an aggregate principal amount less than $5,000,000 (other than in the case of an assignment of all of a Lender's interests under this Agreement and the Notes). Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and Acceptance, (x) the Purchasing Lender thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder with a Commitment as set forth therein, and (y) the assigning Lender thereunder shall, to the extent provided in such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the Borrower’s Affiliates or Subsidiaries) (each remaining portion of an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its assigning Lender's rights and obligations under this Agreement, and such Assignee assigning Lender shall assume such rights and obligationscease to be a party hereto). Notwithstanding anything to the contrary in this Agreement, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliatesrequired, (y) to an Approved Fundand, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved requested by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any relevant Purchasing Lender to an Affiliate of such and/or assigning Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section new Notes shall not be required if an Event to be executed and delivered by the Borrower, for any assignment which occurs at any time when any of Default has the events described in Section 6(g) shall have occurred and is be continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required.
Appears in 1 contract
Assignments. (ai) Any Lender may at any time assign to one or more financial institutions Persons (but any such Person, an “Assignee”) all or any portion of such Lender’s Loans and Commitments, with the prior written consent of Agent and, so long as no Specified Event of Default exists, Borrower (which consents shall not be unreasonably withheld or delayed and shall not be required for an assignment by a Lender to a Lender (other than a Defaulting Lender) or an Affiliate of a Lender (other than an Affiliate of a Defaulting Lender)) or an Approved Fund (other than an Approved Fund of a Defaulting Lender). Except as Agent may otherwise agree, any such assignment shall be in a minimum aggregate amount equal to $5,000,000 or, if less, the remaining Commitment and Loans held by the assigning Lender (provided that an assignment to a Lender, an Affiliate of a Lender or an Approved Fund shall not be subject to the foregoing minimum assignment limitations). Borrower and Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit C hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500. Notwithstanding anything herein to the contrary, no assignment may be made to (A) Borrower, (B) any other Loan Party, (C) any equity holder of a Loan Party or any other Person that owns, directly or indirectly, five percent (5%) or more of any class of equity in Borrower, any Affiliate of Borrower or any other Loan Party, (D) any holder of Subordinated Debt or any Debt that is secured by Liens that have been contractually subordinated to the Liens securing the Obligations or (E) any Affiliate of any of the foregoing Persons without the prior written consent of Agent and the Required Lenders, which consent may be withheld in Agent’s and Required Lenders’ sole discretion and, in any event, if granted, may be conditioned on such terms and conditions as Agent or Required Lenders shall require in their sole discretion, including, without limitation, a limitation on the aggregate amount of Loans and Commitments which may be held by such Person and/or its Affiliates and/or limitations on such Person’s and/or its Affiliates’ voting and consent rights and/or rights to attend Lender meetings or obtain information provided to other Lenders. Any attempted assignment not made in accordance with this Section 15.6(a) shall be treated as the sale of a participation under Section 15.6(b). Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Xxxxxxxx has expressly objected to such assignment within five (5) Business Days after notice thereof. In no event shall any assignment be made to a natural Person, person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”person), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required.
Appears in 1 contract
Assignments. (a) Any a)Any Priority Lender may hereunder may, in the ordinary course of its business and in accordance with applicable law, at any time and from time to time assign (i) to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Priority Lender hereunder, would constitute a Defaulting (ii) to any Affiliate of any Priority Lender hereunder, (iii) to any Lender or (iv) with the consent of the Priority Agent and Priority L/C Issuer to an additional bank, financial institution or other entity (each, a subsidiary thereof"Purchasing Lender"), all, all or a proportionate any part of all, of its rights and obligations under this Agreement, Agreement and such Assignee shall assume such rights and obligations, the other Operative Documents pursuant to an instrument, Assignment and Acceptance substantially in substantially the form of Exhibit E C hereto (an “"Assignment and Acceptance”"), executed by such Assignee and such transferring Purchasing Lender, with such assigning Priority Lender (and, in the case of a Purchasing Lender that is not (x) a Lender, (y) a Priority Lender hereunder or (z) an Affiliate of either thereof, by the Priority Agent acting at the direction of the Required Priority Lenders) and subject todelivered to the Priority Agent for its acceptance and recording in the Priority Register; provided that, except in the case of an assignment of all of a Priority Lender's rights and obligations under this Agreement, (A) the signed consent amount of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed Priority Loans, rights to have been given if receive payment on Priority L/C Interests and/or Priority Commitment of the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) assigning Priority Lender being assigned pursuant to each such assignment (other than assignments (x1) to its Affiliates, any Person described in clauses (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretiona)(i), (ii) each assignee or (iii) above shall be an Eligible Institution, equal at least $1,000,000 and (iii2) to any Person described in clause (a)(iv) above shall equal at least $5,000,000 and (B) after giving effect to each such assignment, the assigning Priority Lender (together with any Priority Lender which is an affiliate of such assigning Lender) shall retain Priority Loans, rights to receive payment on Priority L/C Interests and/or Priority Commitment, respectively, aggregating not less than $1,000,000. Each assignment by a Priority Lender of (1) its Priority Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided furthermade contemporaneously with an assignment of its Priority Loans and Priority L/C Interest, as relevant, and (2) its Priority Loans or Priority L/C Interest, as relevant, shall be made contemporaneously with an assignment of its Priority Commitment and, in either case, shall be made in such a manner so that the foregoing consent requirement shall not be applicable in the case same portion of an assignment or other transfer by any Lender to an Affiliate of such Lenderits Priority Commitment, to another LenderPriority Loans and Priority L/C Interest, or to an Approved Fund; provided furtheras relevant, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice assigned to the Administrative Agent within five Business Days after having received notice thereofrespective Purchasing Lender. Upon execution the execution, delivery, acceptance and delivery recording of an Assignment and Acceptance Acceptance, from and payment by such Assignee after the effective date determined pursuant to such transferring Assignment and Acceptance, (x) the Purchasing Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee thereunder shall be a Lender party hereto and, to this Agreement the extent provided in such Assignment and shall Acceptance, have all the rights and obligations of a Priority Lender hereunder with a Commitment Priority Loans, Priority L/C Interests and/or Priority Commitments as set forth therein, and (y) the assigning Priority Lender thereunder shall, to the extent provided in such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder under this Agreement (and, in the case of an Assignment and Acceptance covering all of an assigning Priority Lender's rights and obligations under this Agreement, such assigning Lender shall cease to be a corresponding party hereto). In addition, if such Purchasing Lender is a Non-U.S. Lender, such Purchasing Lender shall also deliver the documents required under Section 2.12(b) of this Agreement. Such Assignment and Acceptance shall be deemed to (I) amend this Agreement to the extent, and no further consent only to the extent, necessary to reflect the addition of such Purchasing Lender and the resulting adjustment of Priority Commitment Percentage arising from the purchase by such Purchasing Lender of all or action a portion of the rights and obligations of such assigning Priority Lender and (II) amend the Second Omnibus Restructuring Agreement for purposes of decreasing the amount of Roll-Up Loans held by any party the assigning Priority Lender and establishing or increasing the Roll-Up Loans to be held by the Purchasing Lender. The assignment by a Priority Lender of its Priority Commitment and/or Priority Loans shall reduce the Roll-Up Loans held by such Priority Lender by a principal amount equal to (i) the product of three times the amount of Priority Commitment so assigned plus (ii) an aggregate amount equal to the interest capitalized on Roll-Up Loans having a principal amount equal to the (i) above from the Effective Date to the Assignment Effective Date referenced in the related Assignment and Acceptance. The Purchasing Lender shall be requiredentitled to designate from its Residual Loans a principal amount equivalent to (i) above to the treated as Roll-Up Loans. Capitalized interest from the Effective Date on such Residual Loans will be promoted to become Roll-Up Loans; provided that such amount shall be no greater than the amount determined pursuant to clause (ii) above. The effective date of an assignment may only occur on an Interest Date.
Appears in 1 contract
Samples: Priority Credit and Reimbursement Agreement (Pg&e National Energy Group Inc)
Assignments. 9.1 This Agreement shall be binding upon and shall inure to the benefit of, and may be performed by, the successors and assigns of the Parties, except that no assignment, pledge, or other transfer of this Agreement by either Party shall operate to release the assignor, pledgor, or transferor from any of its obligations under this Agreement unless: (a) Any Lender may at any time assign the other Party consents in writing to one or more financial institutions (but not to a natural Personsuch assignment, pledge, or a holding companyother transfer, investment vehicle or trust forand releases, in writing, the assignor, pledgor, or owned and operated for the primary benefit of, a natural Person, or the Borrower or transferor from any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent release shall not be unreasonably withheld); (b) the assignment, pledge, or other transfer is to an affiliate of the assignor, pledgor, or transferor and the assignee, pledgee, or transferee has assumed, in writing, all of the obligations of the assignor, pledgor, or transferor under this Agreement, provided that such assignee, pledgee, or transferee has demonstrated financial capacity at least equal to that of the assignor, pledgor, or transferor; or (ic) each such assignment (other than assignments (x) or transfer is incident to its Affiliates, (y) to an Approved Funda merger or consolidation with, or (z) assignment or transfer of its entire interest) shall be in a minimum amount all, or substantially all, of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment assets of the assignor (if it has not assigned its entire interest) and or transferor to another person, entity, political subdivision, or public corporation that will, as part of such succession, assume all of the assignee shall be obligations of the assignor, pledgor, or transferor under this Agreement, provided that such person, entity, political subdivision, or public corporation has demonstrated financial capacity at least $5,000,000; provided furtherequal to that of the assignor, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lenderpledgor, or transferor. TVA hereby consents to an Approved Fund; provided furtherLSP Energy's assignment of its right, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred title, and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party interest to this Agreement to its project lenders in conjunction with the financing of the Facility, provided that such assignment and consent shall have all in no way modify the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredParties under this Agreement.
Appears in 1 contract
Samples: Power Purchase Agreement (LSP Batesville Funding Corp)
Assignments. (a) Any Lender may at any time assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or Neither this Agreement nor any of the Borrower’s Affiliates rights or Subsidiariesduties ----------- hereunder nor the license granted hereby may be assigned, sub- licensed, encumbered or otherwise transferred in any way by Licensee, without the prior written consent and agreement of the Licensor. Any purported assignment, sub-license, encumbrance or other transfer, whether voluntary or involuntary by operation of law or otherwise, shall be null and void and shall constitute a default hereunder by Licensee. Notwithstanding the foregoing, Licensee hereby consents and agrees (i) to the transfer or assignment of this Agreement (each an “Assignee”and related Trademarks), including any and all rights or duties of Licensor hereunder or thereunder, or in connection herewith, by Licensor to a different entity, including a "bankruptcy remote" special purpose entity ("SPE"), (ii) to the assignment and pledging of rights (and related Trademarks) of the Licensor under this Agreement to investors as collateral in a financing or securitization transaction, (iii) to make payments under this Agreement to a designated controlled account, and (iv) to furnish information and take such other than measures (at no material cost or disruption to Licensee) which are reasonably requested by Licensor to facilitate the proposed financing or securitization. In the event of a Defaulting Lender transfer or assignment of this Agreement to a subsidiary thereof or any financial institution who, upon becoming a Lender successor licensor hereunder, would constitute Licensor shall no longer mean Cherokee Inc. but its successor licensor; provided, however, that once a Defaulting Lender transfer or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreement, and such Assignee shall assume such rights and obligations, assignment is made pursuant to an instrument, in substantially the form of Exhibit E clauses (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consenti) and (ii) above, any subsequent assignment or transfer to successor licensor hereunder, including, but not limited to, any sale or transfer of equity ownership in the Administrative Agent (SPE, may only be made with the written approval of Licensee, which consent approval shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required.
Appears in 1 contract
Samples: License Agreement (Cherokee Inc)
Assignments. (a) Any Each Lender may shall have the right at any time assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lendertime, with (and subject to) the signed prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) Administrative Agent and the Administrative Agent Borrowers (unless an Event of Default then exists or the proposed assignee is an Affiliate of such assigning Lender), which consent consents shall not be unreasonably withheld), to sell, assign, transfer or negotiate all or any part of their rights and obligations under the Loan Documents (including, without limitation, the indebtedness evidenced by the Note then held by such assigning Lender, together with an equivalent percentage of its obligation to make Loans) to one or more commercial banks or other financial institutions or investors, provided that, unless otherwise agreed to by the Administrative Agent, such assignment shall be of a fixed percentage (and not by its terms a varying percentage) of the assigning Lender's rights and obligations under the Loan Documents; provided provided, however, that in order to make any such assignment (i) unless the assigning Lender is assigning all of its Commitment, and outstanding Loans, the assigning Lender shall retain at least $5,000,000 in an unused Commitment, and outstanding Loans, (ii) the assignee Lender shall have a Commitment, and outstanding Loans of at least $5,000,000, (iii) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be evidenced by a written agreement (substantially in the form attached hereto as Exhibit D or in such other form acceptable to the Administrative Agent) executed by such assigning Lender, such assignee Lender or Lenders, the Administrative Agent and, if required as provided above, the Borrowers, which agreement shall specify in each instance the portion of the Obligations which are to be assigned to the assignee Lender and the portion of the Commitment of the assigning Lender to be assumed by the assignee Lender, and (iv) the assigning Lender shall pay to the Administrative Agent a minimum amount processing fee of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved 3,500 and any out-of-pocket attorneys' fees and expenses incurred by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to connection with any such assignment unless it agreement. Any such assignee shall object thereto by written notice become a Lender for all purposes hereunder to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery extent of an Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Acceptance, under the Loan Documents it assumes and the transferring assigning Lender shall be released from its obligations hereunder to a corresponding extentobligations, and no further consent or action by any party will have released its rights, under the Loan Documents to the extent of such assignment. The address for notices to such assignee Lender shall be requiredas specified in the assignment agreement executed by it. Promptly upon the effectiveness of any such assignment agreement, the Borrowers shall execute and deliver a replacement Note to the assignee Lender and the assigning Lender in the respective amounts of their Commitments (or assigned principal amounts, as applicable) after giving effect to the reduction occasioned by such assignment (all such Notes to constitute "Notes" for all purposes of the Loan Documents), and the assignee Lender shall thereafter surrender to the Borrowers its old Note. The Borrowers authorize each Lender to disclose to any purchaser or prospective purchaser of an interest in the Loans owed to it or its Commitment under this Section any financial or other information pertaining to each Borrower. Each purchaser that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall comply with those Lender requirements set forth in Section 9.1(b) hereof.
Appears in 1 contract
Assignments. (a) Any The Lender may at any time shall have the right to assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any portion of the Borrowersuch Lender’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this AgreementFinancing Agreement to a commercial bank, commercial finance lender or other financial institution in order to effectuate the assignment of the applicable Principal Balance, provided that (i) the principal amount of loans assigned to any one institution shall not be less than One Million Dollars ($1,000,000), and (ii) if no Default or Event of Default exists at the time of such Assignee assignment, the Lender shall assume such rights and obligations, pursuant to an instrument, in substantially have obtained the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed prior written consent of the Borrower Company (which consent shall not unreasonably be unreasonably withheld withheld, conditioned or delayed and which consent shall delayed). Each assignment of an applicable Principal Balance hereunder must be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) made pursuant to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by Assignment and Transfer Agreement. From and after the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery effective date of an Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to Transfer Agreement, (i) the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is assignee thereunder shall become a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to this Financing Agreement and, to the extent that rights and obligations hereunder have been assigned to such assignee pursuant to such assignment, shall have all the rights and obligations of a Lender with hereunder (except such assignee shall be entitled to the benefit of the cost protection provisions contained in Section 8.6 to no greater extent than the Lender that assigned a Commitment as set forth in portion of such Assignment Lender’s rights and Acceptanceobligations under the Financing Agreement to such assignee), and (ii) the transferring assigning Lender, to the extent that rights and obligations hereunder have been assigned by such Lender pursuant to such assignment, shall relinquish its rights and be released from its obligations hereunder under this Financing Agreement. Notwithstanding anything to the contrary contained in this Financing Agreement (including, without limitation, Section 13.2 hereof), neither Sun Capital nor any of its affiliates, partners, employees, directors, members or consultants may be a corresponding extent, and no further consent participant or action by any party shall be requiredan assignee Lender.
Appears in 1 contract
Assignments. (a) Any Lender may at any time assign to one or more financial institutions (but not to a natural Person, Eligible Assignees all or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, portion of its rights and obligations under this Agreement, Credit Agreement (including all or a portion of its Commitment and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent same portion of the Borrower (which consent shall not be unreasonably withheld Revolving Credit Loans at the time owing to it and its participating interest in the risk relating to any Letters of Credit and Swingline Loans and all or delayed and which consent shall be deemed the same portion of the Canadian Term Loan owing to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheldit); provided that (ia) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable except in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it or, in the case of an assignment to a Lender or a Lender Affiliate, the aggregate amount of the Commitment (which for this Section purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date on which the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be required if an less than $5,000,000 unless each of the Administrative Agent and, so long as no Default or Event of Default pursuant to (Sections)14.1(a), (b), (c), (g) or (h) has occurred and is continuing, the Borrowers otherwise consent (each such consent not to be unreasonably withheld or delayed); (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Credit Agreement with respect to the Loan or the Commitment assigned, it being understood that non-pro rata assignments of or among any of the Commitments, the Revolving Credit Loans, Reimbursement Obligations, participations in Swingline Loans and the Canadian Term Loan are not permitted; (c) no Lender may make any assignment of all or a portion of its interests, rights and obligations in the Canadian Term Loan to an assignee who is not dealing at "arms length" with the Canadian Borrower (as such term is defined in the Income Tax Act of Canada); and provided further, that (d) the Borrower parties to each assignment shall be deemed to have consented to any such assignment unless it shall object thereto by written notice execute and deliver to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance Acceptance, together with a processing and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment recordation fee of $4,500 (or $7,5003,500, and the Eligible Assignee, if the transferring Lender is it shall not be a Defaulting Lender) , shall deliver to the Administrative Agent (unless such fee is waived an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to (Section)20.3, from and after the effective date specified in its sole discretion)each Assignment and Acceptance, such the Eligible Assignee thereunder shall be a Lender party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and shall Acceptance have all the rights and obligations of a Lender with a Commitment as set forth in under this Credit Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder under this Credit Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender's rights and obligations under this Credit Agreement, such Lender shall cease to be a corresponding extentparty hereto) but shall continue to be entitled to the benefits of (Sections)6.6, 6.7, 6.9, 6.12(d) and no further consent 18 with respect to facts and circumstances occurring prior to the effective date of such assignment. Such release shall not include any claims which the Borrowers may have against such Lender arising prior to the date of such assignment. Any assignment or action transfer by any party a Lender of rights or obligations under this Credit Agreement that does not comply with this paragraph shall be requiredtreated for purposes of this Credit Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with (Section)20.4.
Appears in 1 contract
Samples: Credit and Term Loan Agreement (Genesee & Wyoming Inc)
Assignments. (a) Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time time, sell and assign to one or more financial institutions (but not to any Lender, any affiliate of a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower Lender or any of the Borrower’s Affiliates other bank or Subsidiaries) financial institution (each individually, an “Assignee”), other than a Defaulting Lender or a subsidiary thereof ) all or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, portion of its rights and obligations under this Agreement, the Loan Documents (such a sale and such Assignee shall assume such rights and obligations, assignment to be referred to herein as an “Assignment”) pursuant to an instrument, Assignment and Assumption Agreement in substantially the form of Exhibit E G attached hereto (an “Assignment and AcceptanceAgreement”), ) executed by such each Assignee and such transferring Lender, with assignor Lender (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consentan “Assignor”) and delivered to Administrative Lender for its acceptance and recording in the Administrative Agent Register (which consent shall not be unreasonably withheldas defined below); provided that provided, however, that: (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) Assignment shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), 5,000,000; (ii) each assignee shall be if the Assignment is not an Eligible Institutionassignment of Assignor’s entire commitment, Assignor maintains a minimum commitment of $5,000,000; and (iii) after giving effect each Assignment which is not to each such assignmenta Lender or an affiliate thereof, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided furthermade only with the written consent of Administrative Lender (and, that in the foregoing consent requirement absence of a Default, Borrowers’ Agent), which consent(s) shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereofunreasonably withheld. Upon execution the execution, delivery, acceptance and delivery recording of an each Assignment Agreement, from and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to after the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 effective date set forth therein, (or $7,500, if the transferring Lender is a Defaulting LenderA) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such each Assignee shall be a Lender party to this with a commitment as set forth in Section 1 of such Assignment Agreement and shall have the rights, duties and obligations of a Lender under the Loan Documents, and (B) the Assignor shall be a Lender with a commitment as set forth in Section 1 of such Assignment Agreement, or, if the commitment of the Assignor has been reduced to zero, the Assignor shall cease to be a Lender; provided, however, that each Assignor shall nevertheless be entitled to the indemnification rights contained in Section 13.3 hereof for any events, acts or omissions occurring before the effective date of its Assignment. Each Assignment Agreement shall be deemed to amend Schedule I hereto to the extent necessary to reflect the addition of each Assignee and the resulting adjustment of commitments arising from the purchase by each Assignee of all or a portion of the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Acceptance, an Assignor under this Agreement and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredother Loan Documents.
Appears in 1 contract
Assignments. (a) Any Lender Purchaser may at any time assign to one or more financial institutions Persons (but not to a natural any such Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof ) all or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part portion of all, of its rights and obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring LenderPurchaser’s Notes, with (and subject to) the signed prior written consent of the Borrower Agent (which consent may be given or withheld in Agent’s sole discretion) and, so long as no Event of Default exists, Company Representative (which consent shall not be unreasonably withheld or delayed delayed) and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent consents shall not be unreasonably withheld); provided that required (i) each from Company Representative for an assignment by a Purchaser to another Purchaser or an Affiliate of a Purchaser or an Approved Fund of a Purchaser or (ii) from Agent for an assignment by a Purchaser to an Affiliate of a Purchaser or an Approved Fund of a Purchaser). It is understood and agreed that it shall not be considered unreasonable for the Companies to withhold consent to an assignment to any Person that has been identified by Company Representative or Sponsor as an operating company directly and primarily engaged in substantially similar business operations as the Note Parties and their Subsidiaries (it being further agreed that such operating company competitors shall not include any institutional lender that is primarily engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of business). Except as Agent may otherwise agree, any such assignment (other than assignments (x) any assignment by a Purchaser to its Affiliates, (y) to a Purchaser or an Affiliate or Approved Fund, or (z) Fund of its entire interesta 65 Purchaser) shall be in a minimum aggregate amount equal to $1,000,000 or, if less, the principal amount of $10,000,000 or the Notes being assigned. The Companies and Agent shall be entitled to continue to deal solely and directly with such Purchaser in integral multiples connection with the interests so assigned to an Assignee until Agent shall have received and accepted an effective Assignment Agreement executed, delivered and fully completed by the applicable parties thereto and a processing fee of $1,000,000 in excess thereof (unless otherwise approved 3,500 to be paid by the Administrative Agent in its sole discretion)Purchaser to whom such interest is assigned; provided, (ii) each assignee that no such fee shall be payable in connection with any assignment by a Purchaser to a Purchaser or an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment Affiliate or Approved Fund of the assignor (if it has a Purchaser. Any attempted assignment not assigned its entire interest) and of the assignee made in accordance with this Section 10.8.1 shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred null and is continuing; and provided further, that the Borrower void. Company Representative shall be deemed to have consented granted its consent to any assignment requiring its consent hereunder unless Company Representative has expressly objected to such assignment unless it shall object thereto by written notice to the Administrative Agent within five three (3) Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required.
Appears in 1 contract
Samples: Note Purchase Agreement (CNL Strategic Capital, LLC)
Assignments. (a) Any Lender may may, with the prior written consent of the Administrative Agent and so long as no Default or Event of Default exists and except in the case of assignment to a Lender, an Affiliate of a Lender or an Approved Fund, with the prior written consent of the Borrower (which consent, in each case, shall not be unreasonably withheld (it being agreed that the Borrower’s withholding of consent to an assignment which would result in (i) the Borrower having to pay amounts under Section 3.10. as a result of the admission of an Assignee or (ii) the admission of an Assignee which refuses to receive confidential information subject to the confidentiality requirements set forth herein shall in each case be deemed to be reasonable)), at any time assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) Eligible Assignees (each an “Assignee”), other than a Defaulting Lender ) all or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, portion of its rights and obligations under this AgreementAgreement and the Notes; provided, however, (i) any partial assignment shall be in an amount at least equal to $10,000,000 (or, at any time that an Event of Default exists, the lesser of (x) $10,000,000 or (y) the entire amount of such Lender’s Commitment), and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (iii) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved effected by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case means of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred Assignment and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereofAssumption Agreement. Upon execution and delivery of an Assignment and Acceptance such instrument and payment by such Assignee to such transferring transferor Lender of an amount equal to the purchase price agreed between such transferring transferor Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion)Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and AcceptanceAssumption Agreement, and the transferring transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that (i) to the extent requested by the Assignee or transferor Lender, new Notes are issued to the Assignee and such transferor Lender, as appropriate and (ii) any Notes held by the transferor Lender are promptly returned to the Borrower for cancellation (and, to the extent not so returned, Borrower shall be entitled to receive a customary indemnity agreement of the type described in Section 2.11.(b)(ii)(A) from such transferor Lender). In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiaries.
Appears in 1 contract
Samples: Credit Agreement (RLJ Lodging Trust)
Assignments. (a) Any Without any requirements for further consent of the Company, any Lender may at assign any time assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, all of its rights and obligations under this Agreementthe Facilities Papers to its own Lender Affiliates, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially with the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed Agent and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred that the Agent has not declared in writing to have been cured or waived) the Company, which consent of the Company will not be unreasonably withheld, and is continuing; at no cost to the Company or the Agent, any Lender may assign any or all of its rights and provided furtherobligations under the Facilities Papers to any “Eligible Assignee” — which means (a) a commercial bank having total assets in excess of One Billion Dollars ($1,000,000,000) or (b) a finance company, insurance company or other financial institution or fund, acceptable to the Agent, that the Borrower is regularly engaged in making, purchasing or investing in loans and has total assets in excess of One Billion Dollars ($1,000,000,000); provided that (1) no such assignment to any Eligible Assignee shall result in a Lender’s having an aggregate Committed Sum of less than Five Million Dollars ($5,000,000), (2) no such consent shall result in there being more than a total of ten (10) Lenders (a participant is not a Lender), and (3) each such assignment shall be deemed substantially in the form of Exhibit F, with the assignor to exchange its Senior Credit Note(s) for new Senior Credit Note(s) and the Eligible Assignee to receive new Senior Credit Note(s) and with the assignor to have consented no further right or obligation with respect to the rights and obligations assigned to and assumed by the Eligible Assignee. The Company agrees that, as to any assignment to any Lender Affiliate or if the Company consents to any such assignment unless it shall object thereto by written notice to an Eligible Assignee, the Administrative Agent within five Business Days after having received notice thereof. Upon Company will cooperate with the prompt execution and delivery of an Assignment and Acceptance and payment by such Assignee documents reasonably necessary to such transferring Lender of an amount equal assignment process to the purchase price agreed between such transferring Lender and such Assignee and payment extent that the Company incurs no cost or expense that is not paid by the transferring Lender or assigning Lender, including the Assignee issuance of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lendernew Senior Credit Note(s) to the Administrative Agent assignor (unless if retaining an interest hereunder) and the Eligible Assignee immediately upon delivery to the Company of the assignor’s Senior Credit Note(s). Upon such fee is waived by assignment, the Administrative Agent in its sole discretion), such Assignee assignee shall be a Lender party to for all purposes under this Agreement and the other Facilities Papers, if the assignment is an assignment of all of the assignor’s interest in the Loan and its security, the assignor shall have be automatically released from all of its obligations and liabilities hereunder, and, whether it is such a complete assignment or only a partial assignment, the rights and obligations of a Lender with a Commitment as set forth in such Assignment and AcceptanceCommitted Sums shall be adjusted appropriately, and the transferring Lender shall be released from its obligations hereunder parties agree to approve in writing a corresponding extent, revised and no further consent or action by any party shall be requiredupdated version of Schedule LC.
Appears in 1 contract
Samples: Credit Agreement (E Loan Inc)
Assignments. (a) Any Each Lender may at any time assign to one or more financial institutions (but not to a natural Person, all or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, portion of its rights and obligations under this Agreementhereunder (including, without limitation, all or a portion of its Ratable Portion of Obligations and such Assignee shall assume such rights and obligationsits Commitments), pursuant to an instrument, assignment agreement substantially in substantially the form of Exhibit E (an “Assignment and Acceptance”)F, executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion)Lender, (ii) each assignee an affiliate of a Lender, (iii) any fund that invests in bank loans and is managed by an investment advisor to a Lender or an affiliate of such investment advisor, or (iv) any other Person that (A) is a bank, financial institution, commercial lender or institutional investor, (B) such Person shall be an Eligible Institutionreasonably acceptable to the Administrative Agent, and (iiiC) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment so long as no Default or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing, such Person shall be reasonably acceptable to the Borrower (the consent of the Borrower not to be unreasonably withheld or delayed); provided that (i) any such assignment (other than any assignment to (I) a Lender, (II) an affiliate of a Lender and (III) any fund that invests in bank loans and is managed by an investment advisor to a Lender or an affiliate of such investment advisor) shall be in a minimum aggregate amount of $2,000,000 (or, if less, the remaining amount of the Commitments being assigned by such Lender); and provided (ii) each such assignment shall be of a constant, not varying, percentage of all such Lender's rights and obligations under this Agreement. Any assignment hereunder shall be effective upon delivery to the Administrative Agent of written notice of the assignment together with a transfer fee of $3,500 payable to the Administrative Agent for its own account from and after the later of (i) the effective date specified in the applicable assignment agreement and (ii) the date of recording of such assignment in the Register pursuant to the terms of subsection (c) below; provided, however, that no such fee shall be payable in the case of an assignment to another Lender, an affiliate of a Lender or any fund that invests in bank loans and is managed by an investment advisor to a Lender or an affiliate of such investment advisor; provided, further, that in the Borrower case of contemporaneous assignments by a Lender to more than one fund managed by the same investment advisor (which funds are not then Lenders), only a single assignment fee of $3,500 shall be deemed to have consented to any payable for all such assignment unless it shall object thereto by written contemporaneous assignments. The assigning Lender will give prompt notice to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by Borrower of any party shall be required.such
Appears in 1 contract
Samples: Railworks Corp
Assignments. (a) Any Lender may at any time in accordance with applicable law, after giving reasonable notice to Borrower, sell and assign to one or more financial institutions parties (but not to a natural Personindividually, an "ASSIGNEE") all or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, portion of its rights and obligations under this Agreement, Agreement and the other Credit Documents (such Assignee shall assume such rights a sale and obligations, assignment to be referred to herein as an "ASSIGNMENT") pursuant to an instrument, assignment agreement in substantially the form of Exhibit E EXHIBIT Q (an “Assignment and Acceptance”"ASSIGNMENT AGREEMENT"), executed by such each Assignee and such transferring LenderLender (as "ASSIGNOR") PROVIDED, with (and subject to) the signed consent of the Borrower (which consent HOWEVER, that Lender shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent assign more than forty-nine percent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z49%) of its entire interestrights or obligations hereunder or assign any of its rights or obligations hereunder to a competitor of Borrower or a Person who is or has been engaged in a dispute with Borrower; PROVIDED FURTHER, that upon notice that Lender intends to assign any part of its interest hereunder, Borrower shall promptly provide Lender with a list of its competitors and those Persons with which it has, or has had, disputes. Upon the execution, delivery, acceptance and recording of each Assignment Agreement, from and after the Assignment Effective Date determined pursuant to such Assignment Agreement, (A) each Assignee thereunder shall be in a minimum amount Lender hereunder with a Proportionate Share as set forth on ATTACHMENT 1 to such Assignment Agreement and shall have the rights, duties and obligations of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by Lender under this Agreement and the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institutionother Credit Documents, and (iiiB) after giving effect the Assignor thereunder shall be a Lender with a Proportionate Share as set forth on ATTACHMENT 1 to such Assignment Agreement, or, if the Proportionate Share of the Assignor has been reduced to 0%, the Assignor shall cease to be a Lender. On or prior to the Assignment Effective Date determined pursuant to each such assignmentAssignment Agreement, Borrower, at its expense, shall execute and deliver to Lender in exchange for the Commitment respective surrendered Note of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided furtherAssignor thereunder, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice a new Note to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery order of an Assignment and Acceptance and payment by such each Assignee thereunder (with each new Note to such transferring Lender of be in an amount equal to the purchase price agreed between Committed Amount assumed by such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500Assignee) and, if the transferring Lender is Assignor has retained a Defaulting Lender) Committed Amount hereunder, a new Note to the Administrative Agent order of the Assignor (unless with the new Note to be in an amount equal to the Committed Amount retained by it). Each such fee is waived new Note shall be dated the Closing Date and each such new Note shall otherwise be in the form of the Note replaced thereby. The Note surrendered by the Administrative Agent in its sole discretion), such Assignee Assignor shall be a returned by Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredBorrower marked "cancelled".
Appears in 1 contract
Assignments. (a) Any Lender Subject to the remaining provisions of this Section, the Bank may at any time assign time, in the ordinary course of its commercial banking business, in accordance with applicable Law, sell to one or more financial institutions Eligible Banks (which Eligible Banks may be affiliates of the Bank), a portion (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiariesless than all) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this AgreementAgreement then held by it; provided that (i) the aggregate amount being assigned pursuant to each such assignment shall in no event be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof unless such assignment is being made to an affiliate of the Bank, and (ii) if such Assignee shall assume Eligible Bank is not, prior to the date of such rights and obligationsassignment, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring a Credit Agreement Lender, with (and such assignment shall be subject to) to the signed prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed delayed), unless an Event of Default shall have occurred and then be continuing, in which case the Borrower’s consent shall not be required. From and after the effective date of such transfer, the purchasing bank shall be a party hereto as the Bank and, to the extent of its interest herein, shall have the rights and obligations of the Bank hereunder with its commitment as set forth therein. Such transfer shall be deemed to have been given if amend this Agreement to the Borrower has not responded within ten Business Days extent, and only to the extent, necessary to reflect the adjustment of its receipt commitments arising from the purchase by such purchasing bank of a written request for portion of the rights and obligations of the Bank under this Agreement. On or prior to the effective date of such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliatestransfer, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved if requested by the Administrative Agent in its sole discretion)purchasing bank, (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed execute and deliver to have consented to any such assignment unless it shall object thereto by written notice purchasing bank a new reimbursement agreement and/or note to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery order of an Assignment and Acceptance and payment by such Assignee to such transferring Lender of purchasing bank in an amount equal to the purchase price agreed between such transferring Lender commitment assumed by it and such Assignee purchased by it, and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) new reimbursement agreement and/or note to the Administrative Agent (unless order of the Bank in an amount equal to the commitment retained by it hereunder; provided, however, that in the event of any conflict between the terms of any such fee is waived by the Administrative Agent in its sole discretionnew reimbursement agreement(s) and/or note(s), such Assignee shall be a Lender party to the terms of this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredgovern.
Appears in 1 contract
Assignments. (a) Any Lender may at any time assign to one or more financial institutions Eligible Assignees (but not to a natural Personeach, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender ) all or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, portion of its rights and obligations under this AgreementAgreement and the Note; provided, however, any partial assignment shall be in an amount at least equal to Five Million and No/100 Dollars ($5,000,000.00), and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds a Note having an outstanding principal balance of at least Five Million and No/100 Dollars ($5,000,000.00). Upon the consummation of any such assignment, Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Acceptance, and the transferring transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to Borrower, or any of its respective affiliates or Subsidiaries. The costs and expenses of Lender and Assignee in connection with such participation shall be at the sole cost and expense of such parties. Lender, acting for this purpose as a non-fiduciary agent of Borrower, shall maintain at one of its offices a copy of each assignment delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and Borrower and Lender shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Borrower and Lender at any time and from time to time upon reasonable prior notice. The obligations of Borrower under the Loan Documents are registered obligations and the right, title and interest of Lender and its Assignees in and to such obligations shall be transferable only upon notation of such transfer in the Register. This Section 13.12(c) shall be construed so that such obligations are at all times maintained in “registered from” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code and any related regulations (and any other relevant or successor provisions of the Internal Revenue Code or such regulations).
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Brookfield DTLA Fund Office Trust Investor Inc.)
Assignments. (a) Any Lender may at any time assign to one or more financial institutions Eligible Assignee (but not to a natural any such Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower an "Assignee") all or any portion of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender such Lender's loans and commitments hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially with the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed prior written consent of the Borrower Agent (which consent shall not be unreasonably withheld and shall not be required for an assignment by a Lender to a Lender or delayed an Affiliate of a Lender or a Related Fund of a Lender or a Person described in clause (A)(v) of the definition of Eligible Assignee); provided, however, notwithstanding anything to the contrary herein, a Lender will provide at least ten (10) Business Days' prior written notice of its intent to assign all or any portion of its Loans to Borrower and which consent such notice shall be deemed to have been given if contain a list of proposed assignees; provided, further, so long as no Significant Event of Default exists, the Borrower has not responded within ten Business Days shall approve of its receipt of a written request for such consent) and the Administrative Agent or reject (which consent approval shall not be unreasonably withheld); provided that , conditioned or delayed and shall not be required for an assignment by a Lender to a Lender or an Affiliate of a Lender or a Related Fund of a Lender or a Person described in clause (iA)(v) of the definition of Eligible Assignee) each such proposed assignee for such proposed assignment prior to the expiration of the ten (10) Business Day period beginning upon Borrower's receipt of such notice of the proposed assignment and such assigning Lender shall only negotiate with the proposed assignees approved of by Borrower (in accordance with this Section) or with proposed assignees suggested by Borrower during such ten (10) Business Day period). Except as the Agent may otherwise agree, any such assignment (other than assignments any assignment by a Lender to a Lender or an Affiliate or Related Fund of a Lender or a Person described in clause (x) to its Affiliates, (y) to an Approved Fund, or (zA)(v) of its entire interestthe definition of Eligible Assignee) shall be in a minimum aggregate amount equal to $1,000,000 or, if less, the entire commitment or the principal amount of $10,000,000 or the loan being assigned. The Borrower and the Agent shall be entitled to continue to deal solely and directly with such Lender in integral multiples connection with the interests so assigned to an Assignee until the Agent shall have received and accepted an effective assignment agreement substantially in the form of Exhibit H attached hereto (an "Assignment Agreement") executed, delivered and fully completed by the applicable parties thereto and a processing fee of $1,000,000 in excess thereof (unless otherwise approved 3,500 to be paid by the Administrative Agent in its sole discretion), Lender to whom such interest is assigned; provided that (iix) each assignee no such fee shall be payable in connection with any assignment by a Lender to a Lender or an Eligible Institution, Affiliate or Related Fund of a Lender and (iiiy) after giving effect no Assignment Agreement shall be required in connection with assignments by ACAS or any of its Affiliates to each ACAS or any of its Affiliates. No assignment may be made to any Person if at the time of such assignmentassignment the Borrower would be obligated to pay any greater amount under Section 3 to the Assignee than the Borrower is then obligated to pay to the assigning Lender under such Section (and if any assignment is made in violation of the foregoing, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall will not be required if an Event to pay such greater amounts). Any attempted assignment not made in accordance with this Section 6.1 shall be treated as the sale of Default has occurred and is continuing; and provided further, that the a participation hereunder. The Borrower shall be deemed to have consented granted its consent to any assignment requiring its consent hereunder unless the Borrower has expressly objected to such assignment unless it shall object thereto by written notice to the Administrative Agent within five three (3) Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required.
Appears in 1 contract
Assignments. Any Lender, (a) Any Lender with the written consent of (i) Agent and ------------ (ii), in the absence of an Event of Default, Borrower (which consents shall not be unreasonably withheld) may at any time assign and delegate to one or more commercial banks or other financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreementinstitutions, and such Assignee shall assume such rights (b) with notice to Borrower and obligationsAgent, pursuant to an instrument, in substantially but without the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower or the Agent, may assign and delegate to any of its affiliates or to any other Lender (each Person described in either of the foregoing clauses as being the person to whom such assignment and delegation is to be made, being hereinafter referred to as an "Assignee Lender"), all or any fraction of such Lender's total Loans (which consent shall not be unreasonably withheld or delayed assignment and which consent delegation shall be deemed of a constant, and not a varying, percentage of all the assigning Lender's Loans) in a minimum aggregate amount of $5,000,000; provided, that any such Assignee Lender will comply, if applicable, with the provisions of this Agreement and all other Loan Documents. Borrower, each other Lender and the Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned and delegated to a Assignee Lender until (c) written notice of such assignment and delegation, together with payment instructions, addresses and related information with respect to such Assignee Lender, shall have been given if to the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee Lender, and payment by (d) such Assignee Lender shall have executed and delivered to Borrower and Agent such documents as Agent shall reasonably request to confirm such Assignee Lender's agreement to comply with the transferring terms of the Loan Documents. From and after the date that the Agent accepts such Lender or as Assignee Lender, (x) the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is thereunder shall be deemed automatically to have become a Defaulting Lender) party hereto and to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), extent that rights and obligations hereunder have been assigned and delegated to such Assignee shall be a Lender party to this Agreement and Lender, shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment hereunder and Acceptanceunder the other Loan Documents, and (y) the transferring Lender assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with such assignment, shall be released from its obligations hereunder and under the other Loan Documents. Within five business days after its receipt of notice from Agent of a new Assignee Lender, Borrower shall, upon delivery to Borrower of the predecessor Note marked "exchanged", execute and delivered to Agent (for delivery to the relevant Assignee Lender) a corresponding extentnew Note evidencing such Assignee Lender's assigned Loans and, if the assignor Lender has retained Loans hereunder, a replacement Note in the principal amount of the Loans and no further consent or action retained by any party the assignor Lender hereunder (such Note to be in exchange for, but not in payment of, that Note then held by such assignor Lender). Each such Note shall be requireddated the date of the predecessor Note. Any attempted assignment and delegation not made in accordance with this Section 11.7.1 shall be null and void.
Appears in 1 contract
Samples: Loan and Security Agreement (Litchfield Financial Corp /Ma)
Assignments. Any Lender (a) Any Lender may at any time assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for with the primary benefit of, a natural Person, or written consents of the Borrower or any of (provided that the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; ) and provided furtherthe Agent (which consents shall not be unreasonably delayed or withheld), that the Borrower shall be deemed may at any time assign and delegate to have consented to any such assignment unless it shall object thereto by written one or more commercial banks or other financial institutions, and (b) with notice to the Administrative Borrower and the Agent, but without the consent of the Borrower or the Agent, may assign and delegate to any of its Affiliates or to any other Lender or Lender Affiliate (each Person described in either of the foregoing clauses as being the Person to whom such assignment and delegation is to be made, being hereinafter referred to as an "ASSIGNEE LENDER"), all or any fraction of such Lender's total Loans and Commitments (which assignment and delegation shall be of a constant, and not a varying, percentage of all the assigning Lender's Loans and Commitments and which shall be of equal PRO RATA shares of the Facility) in a minimum aggregate amount of $10,000,000; PROVIDED, HOWEVER, that any such Assignee Lender will comply, if applicable, with the provisions contained in the last sentence of SECTION 4.6 and FURTHER, PROVIDED, HOWEVER, that, the Borrower and the Agent within five Business Days after having received shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned 44 and delegated to an Assignee Lender until (i) written notice thereof. Upon execution of such assignment and delivery of an Assignment delegation, together with payment instructions, addresses and Acceptance related information with respect to such Assignee Lender, shall have been given to the Borrower and payment the Agent by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee Lender, (ii) such Assignee Lender shall have executed and payment delivered to the Borrower and the Agent a Lender Assignment Agreement, accepted by the transferring Agent, (iii) such Assignee Lender or shall have delivered to the Agent an Administrative Questionnaire, and (iii) the processing fees described below shall have been paid. From and after the date that the Agent accepts such Lender Assignment Agreement, (x) the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is thereunder shall be deemed automatically to have become a Defaulting Lender) party hereto and to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), extent that rights and obligations hereunder have been assigned and delegated to such Assignee shall be a Lender party to this Agreement and in connection with such Lender Assignment Agreement, shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment hereunder and Acceptanceunder the other Loan Documents, and (y) the transferring assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with such Lender Assignment Agreement, shall be released from its obligations hereunder to a corresponding extentand under the other Loan Documents. Accrued interest on that part of the predecessor Loans and Commitments, and no further consent or action by any party accrued fees, shall be requiredpaid as provided in the Lender Assignment Agreement. Accrued interest on that part of the predecessor Loans and Commitments shall be paid to the assignor Lender. Accrued interest and accrued fees shall be paid at the same time or times provided in this Agreement. Such assignor Lender or such Assignee Lender must also pay a processing fee to the Agent upon delivery of any Lender Assignment Agreement in the amount of $3,500. Any attempted assignment and delegation not made in accordance with this Section shall be null and void.
Appears in 1 contract
Assignments. All or any part of the interest of any Participant in, to or under this Participation Agreement, the other Operative Documents, the Properties, the Notes, the Loans, or the Equity Amounts may be assigned or transferred by such Participant at any time; PROVIDED, HOWEVER, that (a) Any each assignment or transfer shall comply with all applicable securities laws, (b) any assignment or transfer of any Equity Amounts or any other interest of the Lessor under the Operative Documents shall be subject to the consent of the Company (which consent shall not unreasonably be withheld provided that such assignment shall not adversely affect the nature of the transaction as provided in Section 5.1), (c) any assignment or transfer of any interest of a Lender may at any time assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any Person that is not an Affiliate of the Borrower’s Affiliates or Subsidiaries) transferor thereof shall be subject to the consent of the Company (each an “Assignee”which consent shall not unreasonably be withheld), other than (d) in the case of an assignment made by a Defaulting Lender, such assignment shall be in a minimum aggregate amount of $10,000,000 and, -50- 105 Participation Agreement after giving effect to such assignment, the principal amount of Loans held by the assigning Lender shall be at least $10,000,000, or, if less, zero, (e) the transferor Participant or transferee Participant shall pay to the Administrative Agent a subsidiary thereof processing fee in the amount of $2,500, payable upon delivery of the applicable Assignment Agreement and (f) any assignee or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender transferee (i) acknowledges that the obligations to be performed from and after the date of such transfer or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations assignment under this Agreement, Participation Agreement and such Assignee shall assume such rights and all other Operative Documents are its obligations, pursuant including the obligations imposed by this SECTION 14.1 (and the transferor and transferee Participant shall deliver to the Company and the Lessor an instrumentAssignment Agreement, in substantially the form of Exhibit E (an “Assignment and Acceptance”)EXHIBIT H, executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld assignee or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consenttransferee) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, further represents and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice warrants to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500Lessor, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Acceptance, each Participant and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required.Company that:
Appears in 1 contract
Assignments. (a) Any Lender may None of the rights and obligations of the parties under this Agreement shall be assigned by (x) Agilent or World Trade without the prior written consent of Lloyds or (y) Lloyds without the prior written consent of World Trade or Agilent (except that Lloyds may, at any time that all amounts then due and payable under Section 5 of this Agreement shall not have been paid in full (an “Agilent Related Amount Default” and the aggregate amount of such unpaid amounts the “Unpaid Related Amount”), without the consent of Agilent or World Trade transfer or assign to one Xxxxxxx Xxxxx or more financial institutions an affiliate of Xxxxxxx Xxxxx (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “ML Assignee”), other than a Defaulting Lender or a subsidiary thereof in one assignment transaction, all or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of allits right to receive payments pursuant to Section 5 of this Agreement in an aggregate amount not to exceed the Unpaid Related Amounts not previously assigned by Lloyds to an ML Assignee and all or any portion of the rights and remedies available to Lloyds, whether under this Agreement or applicable law, to enforce such rights and the representations and warranties made to Lloyds under this Agreement insofar as they relate to such rights (collectively, the “ML Assignable Rights”)), in the case of its clause (y) such prior written consent not to be unreasonably withheld; provided however, that the transfer of any rights and obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant Agreement to an instrument, in substantially any affiliate of Lloyds does not require the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed prior consent of the Borrower (which consent shall not be unreasonably withheld Agilent or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld)World Trade; provided that (i) each such assignment (other than assignments (x) to its Affiliatesprovided, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment if any assignment, syndication or other transfer results in World Trade or Agilent being obligated to withhold amounts in respect of U.S. withholding tax from any payment to any transferee of Lloyds (after taking into account any tax forms or certifications provided to World Trade or Agilent by such transferee), then neither World Trade nor Agilent shall have any Lender obligation to an Affiliate gross-up or otherwise compensate such transferee in respect of such LenderU.S. withholding tax. Subject to the foregoing, this Agreement shall be binding upon and shall inure to another Lender, or to an Approved Fund; provided further, that any consent the benefit of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred parties hereto and is continuing; their respective successors and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredassigns.
Appears in 1 contract
Assignments. (a) Any Priority Lender may hereunder may, in the ordinary course of its business and in accordance with applicable law, at any time and from time to time assign (i) to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Priority Lender hereunder, would constitute a Defaulting (ii) to any Affiliate of any Priority Lender hereunder, (iii) to any Lender or (iv) with the consent of the Priority Agent and Priority Working Capital L/C Issuer, to an additional bank, financial institution or other entity (each, a subsidiary thereof"Purchasing Lender"), all, all or a proportionate any part of all, of its rights and obligations under this Agreement, Agreement and such Assignee shall assume such rights and obligations, the other Operative Documents pursuant to an instrument, Assignment and Acceptance substantially in substantially the form of Exhibit E hereto (an “"Assignment and Acceptance”"), executed by such Assignee and such transferring Purchasing Lender, with such assigning Priority Lender (and, in the case of a Purchasing Lender that is not (x) a Lender, (y) a Priority Lender hereunder or (z) an Affiliate of either thereof, by the Priority Agent acting at the direction of the Required Priority Lenders) and subject todelivered to the Priority Agent for its acceptance and recording in the Priority Register; provided that, except in the case of an assignment of all of a Priority Lender's rights and obligations under this Agreement, (A) the signed consent amount of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed Priority Loans, rights to have been given if receive payment on Priority Working Capital L/C Interests and/or Priority Commitment of the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) assigning Priority Lender being assigned pursuant to each such assignment (other than assignments (x1) to its Affiliates, any Person described in clauses (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretiona)(i), (ii) each assignee or (iii) above shall be an Eligible Institution, equal at least $1,000,000 and (iii2) to any Person described in clause (a)(iv) above shall equal at least $5,000,000 and (B) after giving effect to each such assignment, the Commitment assigning Priority Lender (together with any Priority Lender which is an affiliate of such assigning Lender) shall retain Priority Loans, rights to receive payment on Priority Working Capital L/C Interests and/or Priority Commitments, respectively, aggregating not less than $1,000,000. Each assignment by a Priority Lender shall be made ratably across each Class of its Priority Commitments and Priority Loans (such that the same percentage of the assignor aggregate amount of each Class of Priority Commitments and Priority Loans (if it has not and Priority Working Capital L/C Interests as applicable) held by the assigning Priority Lender is assigned to the Purchasing Lender). Each assignment by a Priority Lender of (1) its entire interest) and of the assignee Priority Commitment shall be at least $5,000,000; provided furthermade contemporaneously with an assignment of its Priority Loans and Priority Working Capital L/C Interest, as relevant, and (2) its Priority Loans or Priority Working Capital L/C Interest, as relevant, shall be made contemporaneously with an assignment of its Priority Commitment and, in either case, shall be made in such a manner so that the foregoing consent requirement same portion of its Priority Commitment, Priority Loans and Priority Working Capital L/C Interest, as relevant, is assigned to the respective Purchasing Lender. Each assignment by a Priority Lender of its Priority Commitment or Priority Loans of a particular Class shall not be applicable made in such a manner so that the case same portion of an assignment or other transfer by any Lender to an Affiliate its Priority Commitment and Priority Loans of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and Class is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice assigned to the Administrative Agent within five Business Days after having received notice thereofrespective Purchasing Lender. Upon execution the execution, delivery, acceptance and delivery recording of an Assignment and Acceptance Acceptance, from and payment by such Assignee after the effective date determined pursuant to such transferring Assignment and Acceptance, (x) the Purchasing Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee thereunder shall be a Lender party hereto and, to this Agreement the extent provided in such Assignment and shall Acceptance, have all the rights and obligations of a Priority Lender hereunder with a Commitment Priority Loans, Priority Working Capital L/C Interests and/or Priority Commitments as set forth therein, and (y) the assigning Priority Lender thereunder shall, to the extent provided in such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder under this Agreement (and, in the case of an Assignment and Acceptance covering all of an assigning Priority Lender's rights and obligations under this Agreement, such assigning Lender shall cease to be a corresponding party hereto). In addition, if such Purchasing Lender is a Non-U.S. Lender, such Purchasing Lender shall also deliver the documents required under Section 2.13(b) of this Agreement. Such Assignment and Acceptance shall be deemed to (I) amend this Agreement to the extent, and no further consent only to the extent, necessary to reflect the addition of such Purchasing Lender and the resulting adjustment of Priority Commitment Percentage arising from the purchase by such Purchasing Lender of all or action a portion of the rights and obligations of such assigning Priority Lender and (II) amend the Second Omnibus Restructuring Agreement for purposes of decreasing the amount of Roll-Up Loans held by any party the assigning Priority Lender and establishing or increasing the Roll-Up Loans to be held by the Purchasing Lender. The assignment by a Priority Lender of its Priority Commitment and/or Priority Loans shall reduce the Roll-Up Loans held by such Priority Lender by a principal amount equal to (i) the product of three times the amount of Priority Construction Loans assigned plus (ii) the product of three times the amount of Priority Working Capital Loan Commitment so assigned plus (iii) an aggregate amount equal to the interest capitalized on Roll-Up Loans having a principal amount equal to the sum of (i) and (ii) above from the Effective Date to the "Assignment Effective Date" referenced in the related Assignment and Acceptance. The Purchasing Lender shall be required.entitled to designate from its Residual Loans a principal amount equivalent to the sum of (i) and (ii) above to the treated as Roll-Up Loans. Capitalized interest from the Effective Date on such Residual Loans will be promoted to become Roll-Up Loans; provided that such amount shall be no greater than the amount determined pursuant to clause (iii) above. The effective date of an assignment may only occur on an Interest Date. (b) Upon its receipt of an Assignment and Acceptance executed by an assigning Priority Lender and a Purchasing Lender (and, in the case of a Purchasing Lender that is not a Priority Lender hereunder, an Affiliate thereof or a Lender, by the Priority Agent) together with payment to the Priority Agent of a registration and processing fee of $2,500, the Priority Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the effective date determined pursuant thereto, record the information contained therein in the Priority Register and give notice of such acceptance and recordation to the Priority Lenders, the Administrative Agent, the Company and the Owner. Any assignment of any Priority Loan whether or not evidenced by a Priority Note shall be effective only upon appropriate entries with respect thereto being made in the Priority Register (and each Priority Note shall expressly so provide). Any assignment or transfer of all or part of a Priority Loan evidenced by a Priority Note shall be registered on the Priority Register only upon surrender for registration of assignment or transfer of the Priority Note evidencing such Priority Loan, accompanied by a duly executed Assignment and Acceptance, and thereupon one or more new Priority Notes if requested in the same aggregate principal amount shall be issued to the designated Purchasing Lender (and if the assigning Priority Lender has retained Priority Loans, new Priority Notes if requested to the assigning Priority Lender equal to the amount of Priority Loans retained by it hereunder), and the old Priority Notes shall be returned by the Priority Agent to the Company marked "cancelled". On or prior to the effective date of any Assignment and Acceptance, the Company, at its own expense, shall execute and deliver to the Priority Agent new Priority Notes if requested, and such new Priority Notes shall be dated such effective date and shall otherwise be in the form of the Priority Notes replaced thereby. The Priority Agent shall maintain at its address referred to in Section 12.2 of the Participation Agreement a copy of each Assignment and Acceptance delivered to it. (c) Nothing herein shall prohibit any Priority Lender hereunder from pledging or assigning any Priority Loan or Priority Note to any Federal Reserve Bank as collateral security in accordance with applicable law. 10.7
Appears in 1 contract
Samples: 3 Execution Copy priority Credit and Reimbursement Agreement (Pg&e National Energy Group Inc)
Assignments. (a) Any Lender may at any time assign to one or more financial institutions assignees (but not to a natural Personeach, an "Assignee") all or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, portion of its rights and obligations under this AgreementAgreement and the other Financing Documents (including all or a portion of its Commitment, the Loans owing to it and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed Facility Note(s) held by such Assignee and such transferring Lender, it) with (and subject to) the signed consent of the Borrower Facility Administrative Agent (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withhelddelayed); provided provided, that (i) if any Assignee is an Affiliate of such assignor Lender or is a Lender, no such consent shall be required and (ii) the Borrower shall not be responsible for any costs (including increased withholding taxes) greater than that which would have been payable by such Lender absent such assignment; provided, further, that (A) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights (including its Construction Loans and Contingency Loans) and obligations (including its Construction Loan Commitment and its Contingency Loan Commitment) under this Agreement, (B) if the Assignee is not a Lender, unless agreed to by the Facility Administrative Agent, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (other than assignments (x) determined as of the date of the Assignment with respect to its Affiliates, (y) to an Approved Fund, or (z) of its entire interestsuch assignment) shall in no event be in a minimum less than the lesser of the amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof such Lender's then remaining Commitment and U.S.$5,000,000 (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable except in the case of assignments between Lenders at the time already parties hereto), (C) the Assignee shall pay to the Facility Administrative Agent an assignment fee in an amount equal to U.S.$3,500 (the "Assignment Fee"), (D) the parties to each such assignment shall execute and deliver to the Facility Administrative Agent a duly completed Assignment, together with any Facility Note(s) to be surrendered by the assigning Lender to the Borrower in connection with such assignment, and (E) in no event shall any such assignment be made to the Borrower, any Sponsor or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event or of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereofSponsor. Upon execution such execution, delivery, acceptance and delivery of an Assignment recording, from and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to after the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or effective date specified in each Assignment, (1) the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee thereunder shall be a Lender party hereto and, to this Agreement the extent that rights and shall obligations hereunder have all been assigned to it pursuant to such Assignment, have the rights and obligations of a Lender with a Commitment as set forth in hereunder and (2) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it to an Assignee pursuant to such Assignment Assignment, relinquish its rights and Acceptance, and the transferring Lender shall be released from its obligations hereunder under this Agreement (and, in the case of an Assignment covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a corresponding extentparty hereto). By executing and delivering an Assignment, the Lender assignor thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment, such assigning Lender makes no further consent representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with any Financing Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of any Financing Document or any other instrument or document furnished pursuant thereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under any Financing Document or any other instrument or document furnished pursuant thereto; (iii) such Assignee confirms that it has received a copy of each Financing Document and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment; (iv) such Assignee shall, independently and without reliance upon the Facility Administrative Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Financing Documents; (v) such Assignee appoints and authorizes the Facility Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Financing Documents as are delegated to the Facility Administrative Agent by any party the terms thereof, together with such powers as are reasonably incidental thereto; and (vi) such Assignee agrees that it shall perform in accordance with their terms all of the obligations that by the terms of the Financing Documents are required to be requiredperformed by it as a Lender.
Appears in 1 contract
Assignments. (a) Any Lender may at any time The Tenant shall not assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or whole of this lease without the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which Landlord, such consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided . The Tenant shall not assign part only of this lease. The Landlord and the Tenant agree that (ifor the purposes of section 19(1A) each such assignment (other than assignments (x) to of the Landlord and Xxxxxx Xxx 0000 the Landlord may give its Affiliates, (y) consent to an Approved Fund, assignment subject to any or (z) all of its entire interest) shall be in the following conditions: a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of condition that the assignor (if it and any former tenant who because of section 11 of the Landlord and Tenant (Covenants) Xxx 0000 has not assigned its entire interestbeen released from the tenant covenants of this lease) and enters into an authorised guarantee agreement which: is in respect of all the tenant covenants of this lease; is in respect of the period beginning with the date the assignee shall be at least $5,000,000becomes bound by those covenants and ending on the date when the assignee is released from those covenants by virtue of section 5 of the Landlord and Tenant (Covenants) Xxx 0000; provided further, that imposes principal debtor liability on the foregoing consent requirement shall not be applicable assignor (and any former tenant); requires (in the event of a disclaimer of liability of this lease) the assignor (or former tenant as the case of an assignment or other transfer by any Lender may be) to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount enter into a new tenancy for a term equal to the purchase price agreed between such transferring Lender unexpired residue of the Contractual Term, and such Assignee and payment is otherwise in a form reasonably required by the transferring Lender or Landlord; and a condition that a person of standing acceptable to the Assignee Landlord enters into a guarantee and indemnity in the form set out in the Schedule (with such amendments and additions as the Landlord may reasonably require); The Landlord and the Tenant agree that for the purposes of section 19(1A) of the Landlord and Xxxxxx Xxx 0000 the Landlord may refuse its consent to an assignment fee of $4,500 (if any Annual Rent or $7,500other money due under this lease is outstanding. Nothing in this clause shall prevent the Landlord from giving consent subject to any other reasonable condition, if the transferring Lender nor from refusing consent to an assignment in any other circumstance where it is a Defaulting Lender) reasonable to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requireddo so.
Appears in 1 contract
Samples: Dated 2010
Assignments. (a) Any Each Lender may at shall have the right to sell, assign or transfer all or any time assign part of its Note or Notes, its Commitment and its rights and obligations hereunder to one or more Affiliates, banks, financial institutions (but not institutions, pension plans, insurance companies, investment funds, or similar Persons who are Eligible Assignees or to a natural PersonFederal Reserve Bank; PROVIDED, that in connection with each sale, assignment or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit oftransfer (other than to an Affiliate, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”Federal Reserve Bank), executed by such Assignee and such transferring Lender, with (and subject to) shall require the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) Administrative Agent and the Administrative Agent (Borrower, which consent shall consents will not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliatesprovided, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided furtherhowever, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the consent of the Borrower shall not be deemed to have consented to any required. Any such assignment unless it assignee, transferee or recipient shall object thereto by written notice have, to the extent of such sale, assignment, or transfer, the same rights, benefits and obligations as it would if it were such Lender and a holder of such Note, Commitment and rights and obligations, including, without limitation, the right to vote on decisions requiring consent or approval of all Lenders, Required Lenders or Majority Lenders and the obligation to fund its Commitment; provided, that (1) each such sale, assignment, or transfer (other than to an Affiliate, a Lender or a Federal Reserve Bank) shall be in an aggregate principal amount not less than $5,000,000, (2) each remaining Lender shall at all times maintain Commitment then outstanding in an aggregate principal amount at least equal to $5,000,000; (3) each such sale, assignment or transfer shall be of a Pro Rata portion of such Lender's Commitment, (4) no Lender may offer to sell its Note or Notes, Commitment, rights and obligations or interests therein in violation of any securities laws; and (5) no such assignments (other than to a Federal Reserve Bank) shall become effective until the assigning Lender and its assignee delivers to Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of Borrower an Assignment and Acceptance and payment by such Assignee the Note or Notes subject to such transferring Lender assignment and other documents evidencing any such assignment. An assignment fee in the amount of $3,500 for each such assignment (other than to an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Affiliate, a Lender or the Assignee Federal Reserve Bank) will be payable to Administrative Agent by assignor or assignee. Within five (5) Business Days after its receipt of copies of the Assignment and Acceptance and the other documents relating thereto and the Note or Notes, the Borrower shall execute and deliver to Administrative Agent (for delivery to the relevant assignee) a new Note or Notes evidencing such assignee's assigned Commitment and if the assignor Lender has retained a portion of its Commitment, a replacement Note in the principal amount of the Commitment retained by the assignor (except as provided in the last sentence of this paragraph (a) such Note or Notes to be in exchange for, but not in payment of, the Note or Notes held by such Lender). On and after the effective date of an assignment fee of $4,500 (or $7,500hereunder, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee assignee shall for all purposes be a Lender Lender, party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender with under the Loan Documents, to the same extent as if it were an original party thereto (except that an Affiliate of Borrower shall not have the right to vote as a Commitment as set forth in such Assignment and Acceptance, and Lender on matters that other Lenders have the transferring Lender shall be released from its obligations hereunder right to a corresponding extentvote on under the provisions of the Agreement), and no further consent or action by any party Borrower, Lenders or the Administrative Agent shall be requiredrequired to release the transferor Lender with respect to its Commitment assigned to such assignee and the transferor Lender shall henceforth be so released.
Appears in 1 contract
Assignments. (a) Any Lender All or any part of the interest of any Certificate Holder in, to or under this Participation Agreement, the other Operative Documents, the Property or the Trust may be assigned or transferred by such Certificate Holder at any time assign to one or more financial institutions time, subject (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an so long as no Lease Event of Default has occurred and is continuing) to the consent of Lessee, which consent shall not be unreasonably withheld, to (i) any Affiliate of such Certificate Holder, (ii) any other Participant or any Affiliate of any such other Participant, or (iii) with the consent of the Agent (such consent not to be unreasonably withheld), to any other Person; and provided furtherprovided, however, that the Borrower (A) prior to a Lease Event of Default, no interest shall be deemed assigned to have consented to Lessee or any Affiliate of Lessee; (B) except as provided in (C) below, each such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and payment by such Assignee to such transferring Lender of is in an amount equal to not less than twenty percent (20%) of the purchase price agreed between such transferring Lender sum of the aggregate amount of the Available Equity Commitments and such Assignee and payment the outstanding Equity Amounts of all Certificate Holders or is the entire interest held by the transferring assignor Certificate Holder (the "PERMITTED EQUITY ASSIGNMENT AMOUNT") in any event, if the assignor Certificate Holder retains any interest, such interest must be equal to not less than the Permitted Equity Assignment Amount; and (C) with respect to an assignment to a Lender or an Affiliate of a Lender, each such assignment is in an amount equal to not less than the Assignee product of (x) the sum of the Available Equity Commitment, if any, and outstanding Equity Amounts of the assignor Certificate Holder and (y) the fraction, expressed as a decimal, obtained by dividing the sum of the Available Loan Commitments and outstanding principal amount of Loans of such Lender by the sum of the aggregate amounts of the Available Loan Commitments and Loans of all Lenders; and, provided, further, that notice is given to the Owner Trustee and (A) each assignment or transfer shall comply with all applicable securities laws; and (B) the assignee, if it is not a Participant immediately prior to such assignment, will deliver to the Agent a completed administrative questionnaire in form and substance acceptable to the Agent. The Agent shall receive an assignment administrative fee of $4,500 (4,000 from the applicable transferor or $7,500, if transferee in connection with any assignment or participation under this Section 12. Each assignee or transferee acknowledges that the transferring Lender is a Defaulting Lender) obligations to be performed from and after the Administrative Agent (unless date of such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to transfer or assignment under this Participation Agreement and shall have all other Operative Documents are its obligations, including the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Acceptance, imposed by this Section 12(a) (and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required.transferor and
Appears in 1 contract
Assignments. (a) Any Each Lender may at any time assign to one or more financial institutions (but not to a natural Person, all or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, portion of its rights and ----------- obligations under this Agreementhereunder (including, and such Assignee shall assume such rights and obligationswithout limitation, all or a portion of its Commitments or its Loans), pursuant to an instrument, assignment agreement substantially in substantially the form of Exhibit E (an “Assignment and Acceptance”Schedule 11.3(b), executed by such Assignee and such transferring to (i) a Lender, with (ii) an affiliate of a Lender or ---------------- (iii) any other Person (other than the Borrower or an Affiliate of the Borrower) reasonably acceptable to the Agent and, so long as no Default or Event of Default has occurred and subject to) is continuing, the signed Borrower (the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which such consent shall be deemed to have been given if the Borrower has does not responded notify the assigning Lender and the Agent of any objection within ten two Business Days after the Borrower has been provided notice of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheldproposed assignment by the assigning Lender or the Agent); provided that (i) each any such assignment (other than assignments (x) to its Affiliates, (y) any assignment to an Approved Fund, or (z) of its entire interestexisting -------- Lender) shall be in a minimum aggregate amount of $10,000,000 or 5,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Lender) of the Commitments and in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), above such amount and (ii) each assignee such assignment shall be an Eligible Institutionof a constant, not varying, percentage of all such Lender's rights and obligations under this Credit Agreement. Any assignment hereunder shall be effective upon delivery to the Agent of written notice of the assignment together with a transfer fee of $3,500 payable to the Agent for its own account from and after the later of (i) the effective date specified in the applicable assignment agreement and (ii) the date of recording of such assignment in the Register pursuant to the terms of subsection (c) below. The assigning Lender will give prompt notice to the Agent and the Borrower of any such assignment. Upon the effectiveness of any such assignment (and after notice to, and (iii) after giving effect to each the extent required pursuant to the terms hereof), with the consent of, the Borrower as provided herein), the assignee shall become a "Lender" for all purposes of this Credit Agreement and the other Credit Documents and, to the extent of such assignment, the Commitment assigning Lender shall be relieved of its obligations hereunder to the extent of the assignor (if it has not assigned its entire interest) Loans and Commitment components being assigned. Along such lines the Borrower agrees that upon notice of any such assignment and surrender of the appropriate Note or Notes, it will promptly provide to the assigning Lender and to the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable separate promissory notes in the case amount of their respective interests substantially in the form of the original Note (but with notation thereon that it is given in substitution for and replacement of the original Note or any replacement notes thereof). By executing and delivering an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under agreement in accordance with this Section shall not be required if an Event of Default has occurred 11.3(b), the assigning Lender thereunder and is continuing; and provided further, that the Borrower assignee thereunder shall be deemed to have consented confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 adverse claim; (or $7,500, if the transferring Lender is a Defaulting Lenderii) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment except as set forth in clause (i) above, such Assignment assigning Lender makes no representation or warranty and Acceptanceassumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Credit Party or any of their respective Affiliates or the performance or observance by any Credit Party of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the transferring Lender shall time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be released from its obligations hereunder to performed by it as a corresponding extent, and no further consent or action by any party shall be requiredLender.
Appears in 1 contract
Samples: Credit Agreement (Access Worldwide Communications Inc)
Assignments. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of their rights or obligations hereunder without the prior written consent of each affected Lender (aand any attempted assignment or transfer by a Borrower without such consent shall be null and void). Subject to the conditions set forth in paragraphs (a)(ii), (a)(iii) Any and (a)(iv) below, any Lender may at any time assign to one or more financial institutions Eligible Assignees (but not to a natural Personeach, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender ) all or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, portion of its rights and obligations under this Agreement, Agreement (including all or a portion of its Term Loan Commitments and the Term Loan at the time owing to it and the Term Note or Term Notes (if NYDOCS02/1076196.5 60 any) held by it) with the prior written consent (such Assignee shall assume such rights and obligations, pursuant consent not to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which delayed) of: (A) the Borrower, provided that such consent shall be deemed to have been given if the Borrower has not responded objected within ten 15 Business Days after receipt by the Borrower of its receipt of a the written request for such consent) and from the Administrative Agent (which or the respective assigning Lender for consent; provided, further, that no consent of the Borrower shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments required (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of any Lender, for an assignment or other transfer by of any Lender Term Loan to a Lender, an Affiliate of such Lender, to another a Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required Fund (as defined below) or (y) if an a Significant Event of Default has occurred and is continuing, any other Eligible Assignee; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to or (B) the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery Agent, except, in the case of any Lender, with respect to an Assignment and Acceptance and payment by such Assignee assignment of any Term Loan or any Term Loan Commitment to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring a Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to this Agreement and shall have all the rights and obligations Affiliate of a Lender with a Commitment as set forth in such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required.Lender. (ii)
Appears in 1 contract
Samples: www.sec.gov
Assignments. (a) Any Lender may at This Agreement, including any time assign and all renewals, extensions, and amendments hereto, and all rights, title, and interests contained herein, shall be binding upon and inure to one the benefit of the Parties hereto and their respective heirs, successors, and assigns, the assigns of all or more financial institutions (but not to a natural Personany part of Gatherer’s right, title, or a holding companyinterest in the Gathering System, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower assigns of all or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of allProducer’s Interests in the Dedicated Area, and each Party’s respective obligations hereunder shall be covenants running with the lands underlying or included in any such assets. Neither Party shall Transfer any of its rights and or obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially Agreement without the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (other Party, which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Funddelayed, or Pg 30 of 45 Gas Gathering Agreement dated [__________] Between Alpine High Gathering LP (zGatherer) and [__________] (Producer) CONFIDENTIAL TREATMENT REQUESTED conditioned; provided, however, that either Party may Transfer any of its entire interest) shall be in a minimum amount of $10,000,000 rights or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect obligations under this Agreement to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any Party without the prior written consent of the Borrower otherwise required under this Section other Party and that, in connection with a Transfer of all or any portion of the Dedicated Area, Producer shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in Transfer its sole discretion), such Assignee shall be a Lender party to this Agreement and shall have all the corresponding rights and obligations under this Agreement without the need for the prior written consent of a Lender with a Commitment as set forth in such Assignment Gatherer. Any Transfer of this Agreement shall expressly require that the assignee assume and Acceptanceagree to discharge the duties and obligations of its assignor under this Agreement, and the transferring Lender assignor shall be released from the duties and obligations arising under this Agreement which accrue after the effective date of such Transfer. Gatherer shall not Transfer its obligations hereunder rights and interests in the Gathering System, in whole or in part, unless the transferee of such interests agrees in writing to a corresponding extent, be bound by the terms and no further consent conditions of this Agreement. No Transfer of this Agreement or action by of any party interest of either Party shall be requiredbinding on the other Party until such other Party has been notified in writing of such Transfer and furnished with reasonable evidence of same. No such Transfer of this Agreement or of any interests of either Party shall operate in any way to enlarge, alter, or modify any obligation of the other Party hereto. Any Person that succeeds by purchase, merger, or consolidation with a Party hereto shall be subject to the duties and obligations of its predecessor in interests under this Agreement.
Appears in 1 contract
Assignments. (a) Any Subject to and in accordance with Section 10.1 of the Participation Agreement, any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time and from time to time assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower any Lender or any Affiliate of any Lender or, with the consent, subject to Section 9.1 of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Participation Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower and the Agent (which consent in each case shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if of the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheldrequired during the continuation of any Credit Agreement Event of Default), to an additional bank, financial institution or other entity that is either organized under the laws of the United States or any state thereof or is a foreign bank that operates a branch office in the United States, (each, a "Purchasing Lender") all or any part of its rights and obligations under this Agreement and the other Operative Agreements pursuant to an Assignment and Acceptance, substantially in the form of EXHIBIT B, executed by such Purchasing Lender, such assigning Lender (and, in the case of a Purchasing Lender that is not a Lender or an Affiliate thereof, subject to Section 9.1 of the Participation Agreement, by the Borrower and the Agent) and delivered to the Agent for its acceptance and recording in the Register; provided provided, that (i) each no such assignment to a Purchasing Lender (other than assignments (x) to its Affiliates, (y) to an Approved Fund, any Lender or (z) of its entire interestany Affiliate thereof) shall be in a minimum an aggregate principal amount of less than $10,000,000 or in integral multiples of $1,000,000 in excess thereof 5,000,000 (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable other than in the case of an assignment or other transfer by any Lender to an Affiliate of such all of a Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required 's interests under this Section shall not be required if an Event of Default has occurred Agreement and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereofNotes). Upon execution such execution, delivery, acceptance and delivery of an recording, from and after the effective date determined pursuant to such Assignment and Acceptance and payment by such Assignee to such transferring Acceptance, (x) the Purchasing Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee thereunder shall be a Lender party hereto and, to this Agreement the extent provided in such Assignment and shall Acceptance, have all the rights and obligations of a Lender hereunder with a Commitment as set forth therein, and (y) the assigning Lender thereunder shall, to the extent provided in such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder under this Agreement (and, in the case of an Assignment and Acceptance covering all of the remaining portion of an assigning Lender's rights and obligations under this Agreement, such assigning Lender shall cease to be a corresponding extentparty hereto). Notwithstanding anything to the contrary in this Agreement, and no further the consent or action by any party of the Borrower shall not be required, and, unless requested by the relevant Purchasing Lender and/or assigning Lender, new Notes shall not be required to be executed and delivered by the Borrower, for any assignment which occurs at any time when any of the events described in Section 6(g) shall have occurred and be continuing.
Appears in 1 contract
Assignments. Each Bank may assign all or a portion of its ----------- rights and obligations hereunder pursuant to this clause (ab)(A) Any Lender may at any time assign to (x) one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower Banks or any affiliates of any Bank or (y) one or more other Eligible Transferees, provided that (i) any such assignment -------- pursuant to clause (y) above shall be in the Borrower’s Affiliates aggregate amount of at least $5,000,000, (ii) after giving effect to any such assignment pursuant to clause (x) or Subsidiaries(y) above, no Bank shall have a Commitment of less than $5,000,000 unless such Bank's Commitment is reduced to zero pursuant to such assignment, (each an “Assignee”)iii) unless the Borrowers and the Administrative Agent shall otherwise agree, other than a Defaulting Lender or a subsidiary thereof or the assigning Bank shall not assign any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreement without assigning the same percentage of its rights and obligations under the 5-Year Agreement, and such Assignee provided that no Banks shall assume such rights and obligations, be required -------- to make an assignment under the 5-Year Agreement with respect to assignments made pursuant to an instrument(S) 2.6 hereunder, in substantially (iv) any assignment pursuant to clause (y) shall require the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (Borrowers, which consent shall not be unreasonably withheld); , and provided that (i) each -------- further, that, so long as no Loans or interest thereon shall be ------- outstanding and no Default or Event of Default shall have occurred with respect to PPL, Finance Co. or Resources and then be continuing, the Borrowers may at their option terminate the portion of such assignment (other than assignments (x) assigning Bank's Commitment proposed to its Affiliates, be assigned pursuant to clause (y) above in lieu of consenting to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, and the Total Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided furtherreduced in the amount of such termination. Assignments or terminations of all or any portion of any Bank's Commitment pursuant to this clause (b)(A) will only be effective if the Agent shall have received a written notice from the assigning Bank and the assignee, that or, in the foregoing consent requirement shall not be applicable case of a termination, the Borrowers, and, in the case of an assignment, payment of a nonrefundable assignment fee of $2,500 to the Agent by either the assigning Bank or the assignee. No later than five Business Days after its receipt of any written notice of assignment or other transfer by any Lender to an Affiliate of termination, the Agent will record such Lenderassignment or termination, to another Lender, or to an Approved Fund; provided further, that any consent and the resultant effects thereof on the Commitment of the Borrower otherwise required under this Section assigning or terminating Bank and, in the case of an assignment, the assignee, in the Register, at which time such assignment or termination shall become effective, provided that the Agent shall not be required if an Event to, and shall not, so -------- record any assignment or termination in the Register on or after the date on which any proposed amendment, modification or supplement in respect of Default this Agreement has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice been circulated to the Administrative Agent within five Business Days after having received notice thereofBanks for approval until the earlier of (x) the effectiveness of such amendment, modification or supplement in accordance with (S) 10.4 or (y) 30 days following the date on which such proposed amendment, modification or supplement was circulated to the Banks. Upon execution and delivery the effectiveness of any assignment or termination pursuant to this clause (b)(A), (x) the assignee, in the case of an Assignment and Acceptance and payment by such Assignee to such transferring Lender assignment, will become a "Bank" for all purposes of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to this Agreement and shall have all the rights and obligations of a Lender other Loan Documents with a Commitment as set forth so recorded by the Agent in such Assignment and Acceptancethe Register, and to the transferring Lender extent of such assignment or termination, the assigning or terminating Bank shall be released from relieved of its obligations hereunder with respect to a corresponding extent, and no further consent the portion of its Commitment being assigned or action by any party shall be requiredterminated.
Appears in 1 contract
Samples: Pp&l Inc
Assignments. (a) Any Each Lender may at any time assign to one or more financial institutions (but not to a natural Personmay, or a holding company, investment vehicle or trust for, or owned and operated for with the primary benefit of, a natural Person, or the Borrower or any prior written consent of the Borrower’s Affiliates Agent (which consent shall not be unreasonably withheld or Subsidiariesdelayed) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheldrequired if a Default or Event of Default shall then exist); , assign to one or more banks or other financial institutions all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitment, the Loans owing to it and the Note or Notes held by it) provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to for each such assignment, the parties thereto shall execute and deliver to the Agent, for its acceptance, an assignment and assumption agreement in form reasonably satisfactory to it, together with any Note or Notes being assigned and a processing and recordation fee in the amount of $2,500, (ii) unless such assignment is an assignment of the assignor's entire remaining Commitment, no assignment may be made hereunder unless each Lender shall have a Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least seven million five hundred thousand Dollars ($5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender 7,500,000) immediately after giving effect to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereofand (iii) no Lender may transfer its proportionate share of Loans without transferring its same proportionate share of Commitment. Upon execution and delivery of an Assignment and Acceptance such assignment agreement and payment by such Assignee to such transferring Lender of an amount equal the processing and recordation fee to the purchase price agreed between Agent, from and after the effective date of such transferring assignment as specified in such assignment agreement, (x) the assignee of such Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party hereto and, to this Agreement the extent of the rights and obligations so assigned to it, shall have all the rights and obligations of a Lender with a Commitment as set forth in hereunder, (y) the assigning Lender shall, to the extent of the rights and obligations so assigned by it, have relinquished its rights (other than any rights under Section 11.01 of this Agreement, which rights will survive such Assignment assignment) and Acceptance, and the transferring Lender shall be released from its obligations hereunder under this Agreement (and, in the case of an assignment covering all or the remaining portion of such Lender's rights and obligations under this Agreement and the other Loan Documents, the Lender shall cease to be a corresponding extent, "Lender" hereunder) and no further consent or action by any party (z) Schedule 1.01 to this Agreement shall be requireddeemed modified to reflect any such assignment.
Appears in 1 contract
Assignments. (ai) Any Lender may at any time assign Subject to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed prior written consent of the Borrower (which Company, such consent shall not to be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing), each Bank may assign to any Person (the "Assignee") all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment); and provided furtherprovided, however, that the Borrower (i) each such assignment shall be deemed of a constant, and not a varying, percentage of all of the assigning Bank's rights and obligations under this Agreement, (ii) the total amount of the Commitment so assigned to have consented an Assignee or to any an Assignee and its affiliates taken as a whole shall equal or exceed the lesser of (A) $5,000,000, or (B) the sum of the remaining Commitment held by the assigning Bank, (iii) the parties to each such assignment unless it shall object thereto by written notice execute and deliver to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of for its acceptance an Assignment and Acceptance in substantially the form attached hereto as Exhibit N ("Assignment and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender Acceptance"), together with a processing and such Assignee and payment by the transferring Lender or the Assignee of an assignment recordation fee of $4,500 2,000, and (or $7,500iv) the prior written consent of the Company shall not be required for any assignment to such Bank's Affiliate. Upon such execution, if delivery, acceptance and recording, from and after the transferring Lender effective date specified in each Assignment and Acceptance, which effective date shall be the date on which such Assignment and Acceptance is a Defaulting Lender) to the Administrative Agent (unless such fee is waived accepted by the Administrative Agent in its sole discretion)Agent, such (x) the Assignee thereunder shall be a Lender party hereto and, to this Agreement the Assignment and shall Acceptance, have all the rights and obligations of a Lender Bank under the Loan Documents and (y) the Bank assignor thereunder shall be deemed to have relinquished its rights and to be released from its obligations under the Loan Documents, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Bank's rights and obligations under the Loan Documents, such Bank shall cease to be a party thereto). (ii) By executing and delivering an Assignment and Acceptance, the Bank assignor thereunder and the Assignee thereunder confirm to and agree with a Commitment each other and the other parties hereto as set forth follows: (i) other than as provided in such Assignment and Acceptance, such assigning Bank makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any other instrument or document furnished pursuant thereto; (ii) such assigning Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company or any Guarantor or the performance or observance by the Company or any Guarantor of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of the Loan Documents, together with copies of the most recent financial statements delivered pursuant to Section 12.1 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Administrative Agent, such assigning Bank or any other Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such Assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (vi) such Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Bank. (iii) The Administrative Agent shall maintain at its address referred to on the signature pages hereto a copy of each Assignment and Acceptance delivered to and accepted by it. (iv) Upon its receipt of an Assignment and Acceptance executed by an assigning Bank, the Administrative Agent shall, if such Assignment and Acceptance has been completed, (i) accept such Assignment and Acceptance and (ii) give prompt notice thereof to the Company. (v) Anything in this Section 15.3 to the contrary notwithstanding, any Bank may at any time, without the consent of any Person, assign and pledge all or any portion of its Commitment and the transferring Lender Loans owing to it to any Federal Reserve Bank (and its transferees) as collateral security pursuant to Regulation A and any Operating Circular issued by such Federal Reserve Bank. No such assignment shall be released release the assigning Bank from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required.16.4
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Assignments. (ai) Any Lender may at any time assign to one or more financial institutions Persons (but any such Person, an “Assignee”) all or any portion of such Lender’s Loans and Commitments, with the prior written consent of Agent, the Issuing Lenders (for an assignment of the Revolving Loans and the Revolving Commitment) and, so long as no Event of Default exists, Borrower (which consents shall not be unreasonably withheld or delayed and shall not be required for an assignment by a Lender to a Lender (other than a Defaulting Lender) or an Affiliate of a Lender (other than an Affiliate of a Defaulting Lender)) or an Approved Fund (other than an Approved Fund of a Defaulting Lender). Except as Agent may otherwise agree, any such assignment shall be in a minimum aggregate amount equal to $5,000,000 or, if less, the remaining Commitment and Loans held by the assigning Lender (provided that an assignment to a Lender, an Affiliate of a Lender or an Approved Fund shall not be subject to the foregoing minimum assignment limitations). Borrower and Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit D hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500. Notwithstanding anything herein to the contrary, no assignment may be made to (i) Borrower, (ii) any other Loan Party, (iii) or any other Person that owns, directly or indirectly, five percent (5%) or more of any class of equity in Borrower, any Affiliate of Borrower or any other Loan Party, (iv) any holder of Subordinated Debt or any Debt that is secured by Liens that have been contractually subordinated to the Liens securing 90 the Obligations or (v) any Affiliate of any of the foregoing Persons without the prior written consent of Agent, which consent may be withheld in Agent’s sole discretion and, in any event, if granted, may be conditioned on such terms and conditions as Agent shall require in its sole discretion, including, without limitation, a limitation on the aggregate amount of Loans and Commitments which may be held by such Person and/or its Affiliates and/or limitations on such Person’s and/or its Affiliates’ voting and consent rights and/or rights to attend Lender meetings or obtain information provided to other Lenders. Any attempted assignment not made in accordance with this Section 15.6(a) shall be treated as the sale of a participation under Section 15.6(b). Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment within three Business Days after notice thereof. In no event shall any assignment be made to a natural Person, person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”person), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required.
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Assignments. (a) Any Lender may at any time assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lendermay, with (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days delayed), assign all or a portion of its receipt of a written request for such consentrights and obligations under this Agreement (including, the Lender’s Commitment (or any portion or element thereof), the Loans, the Note and other Obligations) and to one or more commercial banks, insurance companies, funds or other financial institutions with the Administrative Agent (which consent shall not be unreasonably withheld)Required Ratings; provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section for any assignment shall not be required if (i) an Event of Default has occurred and is continuing; and provided further, (ii) such assignment is (A) to an Affiliate of the Lender or (B) to another Person who at the time of such assignment already is a party to this Agreement as the Lender or (iii) such assignment is made to an Approved Selling Institution (it being agreed that the Borrower shall have review and approval rights over the documents relating to such assignment). No assignment pursuant to the immediately preceding sentence to an institution other than another Lender shall be in an aggregate amount less than (unless the entire Commitment and outstanding Loans of the assigning Lender is so assigned) $5,000,000. If the Lender so sells or assigns all or a part of its rights hereunder or under the Note, any reference in this Agreement or the Note to the Lender shall thereafter refer to the Lender and to its respective assignee to the extent of their respective interests and such assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights and benefits as it would if it were such assigning Lender. Each assignment pursuant to this Section 9.05(b) shall be effected by the assigning Lender and the assignee Lender executing an Assignment Agreement (an “Assignment Agreement”), which Assignment Agreement shall be substantially in the form of Exhibit C (appropriately completed). At the time of any assignment pursuant to this Section 9.05(b), this Agreement shall be deemed to have consented be amended to reflect the Commitment of the respective assignee (which shall result in a direct reduction to the Commitment of the assigning Lender) and the Borrower shall if requested in writing by the assignee or assigning Lender issue new Notes to the respective assignee and to the assigning Lender in conformity with the requirements of Section 3.02 (Note). To the extent of any assignment pursuant to this Section 9.05(b), the assigning Lender shall be relieved of its obligations hereunder with respect to its assigned Commitment. In connection with any such assignment unless it shall object thereto by written notice to assignment, the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and the Borrower agree to execute such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 documents (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party including amendments to this Agreement and shall have all the rights and obligations of a Lender with a Commitment other Credit Documents) as set forth in such Assignment and Acceptance, and the transferring Lender shall be released reasonably necessary to effect the foregoing. Nothing in this Agreement shall prevent or prohibit the Lender from its obligations hereunder pledging the Note or Loans to a corresponding extent, and no further consent or action Federal Reserve Bank in support of borrowings made by any party shall be requiredthe Lender from such Federal Reserve Bank.
Appears in 1 contract
Assignments. (a) Any Lender may at any time assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lendermay, with (and subject to) the signed prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliatesand, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an so long as no Event of Default has occurred and is continuing; , the Company (which consents shall not be unreasonably delayed or withheld), at any time assign and provided furtherdelegate to one or more Eligible Assignees (any Person to whom such an assignment and delegation is to be made being herein called an “Assignee”), that all or any fraction of such Lender’s Loans and Commitment in a minimum aggregate amount (in the Borrower shall be deemed case of an assignment to have consented an Assignee other than a Lender hereunder) equal to any the lesser of (i) the amount of the assigning Lender’s remaining Loans and, without duplication, Commitments and (ii) $5,000,000 (or such assignment unless it shall object thereto by written notice to lesser amount as the Company and the Administrative Agent within five Business Days after having received notice thereof. Upon execution may agree in their discretion); provided that (a) no assignment and delivery delegation may be made to any Person if, at the time of an Assignment such assignment and Acceptance and payment by such Assignee delegation, the Company would be obligated to such transferring Lender of an pay any greater amount equal under Section 7.6 or Section 8 to the purchase price agreed between Assignee than the Company is then obligated to pay to the assigning Lender under such transferring Sections (and if any assignment is made in violation of the foregoing, the Company will not be required to pay the incremental amounts), (b) any assignment to a Person other than a Lender shall be subject to the prior written consent of the Issuing Lenders and such Assignee and payment by the transferring Swing Line Lender (which consents shall not be unreasonably withheld or delayed), (c) no consent of the Assignee of an assignment fee of $4,500 (Company or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent shall be required in connection with any assignment from a Lender to a Lender, an Affiliate of a Lender or an Approved Fund; (unless such fee is waived by d) no consent of the Administrative Agent in its sole discretion), such Assignee shall be a required in connection with any assignment to another Lender party and (e) the Company and the Administrative Agent shall be entitled to this Agreement continue to deal solely and directly with such Lender in connection with the interests so assigned and delegated to an Assignee until the date when all of the following conditions shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required.been met:
Appears in 1 contract
Samples: Security Agreement (Middleby Corp)
Assignments. Subject to Section 8.2(c), the Borrower may not assign its rights or obligations hereunder without the prior written consent of all of the Lenders. If an Event of Default has occurred and is continuing, a Lender may, at the Borrower's cost and expense, with the prior consent of the Agent (aother than in the case of an assignment to such Lender’s Affiliate) Any Lender may at any time assign to one or more financial institutions and the Fronting Banks (but such consents not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of be unreasonably withheld) but without the Borrower’s Affiliates 's consent, assign in whole or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate in part of all, of its rights and obligations under this AgreementAgreement and the other Loan Documents to any Person (other than the Borrower or any of its Subsidiaries). If no Event of Default has occurred and is continuing, a Lender may, at its sole cost and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lenderexpense, with (and subject to) the signed prior consent of the Agent, the Fronting Banks and the Borrower (which consent shall such consents not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld), assign in whole or in part, its rights and obligations under this Agreement and the other Loan Documents to any Person (other than the Borrower or any of its Subsidiaries); provided it being agreed by each Lender that if no Event of Default has occurred and is continuing, it shall not make any such assignment which does not comply with this sentence. If no Event of Default has occurred and is continuing, unless a lesser amount shall be agreed by the Borrower and the Agent, no assignment of a part of the rights and obligations of a Lender hereunder shall (i) each such be less than an aggregate of US$10,000,000 of the assigning Lender's Commitments unless the assigning Lender's Commitments are then less than US$10,000,000 in which case the assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples the whole of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion)assigning Lender's Commitments, (ii) each assignee shall be an Eligible Institutionmade in increments of less than US$1,000,000, and unless the Commitments being assigned consist of the whole of the assigning Lender's Commitments, or (iii) result in any Lender's Commitments, after giving effect to a partial assignment of that Lender's Commitments amounting to less than US$10,000,000. Assignments shall be substantially in the form of Schedule "I". Upon any assignment by a Lender to a Person (a "Permitted Assignee") in accordance with the provisions of this Section 16.9, such Lender shall pay a fee of US$3,500 as a processing fee to the Agent and shall cause such Permitted Assignee to be substituted for such Lender in respect of the rights and obligations under the Loan Documents which are so assigned; the Agent shall, and is hereby authorized by the Borrower and each Lender to, issue a revised Schedule "J" giving effect to such assignment; and the assigning Lender shall, as of the effective date thereof, be released from its obligations to the Borrower hereunder relating to the assigned interests arising subsequent to such date to the extent thereof. Any such assignment shall not increase, in aggregate, the Commitment liabilities (by way of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided furtherwithholding tax, that the foregoing consent requirement shall not be applicable in the case of an assignment any obligation to pay additional amounts pursuant to Section 6.3 or other transfer by any Lender Additional Compensation pursuant to an Affiliate of such Lender, to another LenderArticle 10, or to an Approved Fund; provided furtherotherwise), that any consent costs and out-of-pocket expenses of the Borrower otherwise required under this Section shall not be required hereunder, other than the requirement to pay any costs and expenses incurred by the Lenders in completing any assignment by the Borrower, or by a Lender if an Event of Default has occurred and is continuing; and provided further, that the Borrower an assignment shall be deemed not to have consented increase the liabilities, costs and expenses of the Borrower hereunder solely due to any the fact that the assignee is a Schedule II Bank or a Schedule III Bank thereby potentially resulting in a higher Discount Rate than would be the case with a Schedule I Bank, or that such assignment unless it shall object thereto by written notice to increases the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery number of an Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Acceptance, and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredLenders.
Appears in 1 contract
Samples: Credit Agreement (Ovintiv Inc.)
Assignments. The Borrower may not assign its rights or obligations hereunder or any interest herein without the prior written consent of the Administrative Agent and each Funding Agent. The Lenders shall have the right to assign and/or participate their respective Non-Conduit Lender Commitments and Advances with prior notice to the Borrower, but without the consent of the Borrower; provided, however, that, at any time prior to the occurrence of an Event of Default, (a) Any Lender may any assignee or participant shall not be an entity which, at any the time assign to one of assignment or more financial institutions (but not to participation, competes with AerCap in a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for material manner in the primary benefit of, a natural Person, or leasing of commercial aircraft unless the Borrower has otherwise consented to such assignee or any of the Borrower’s Affiliates participant (an assignee or Subsidiaries) (each participant meeting such criteria, an “Eligible Assignee”), other (b) the indemnities to which any such assignee or participant shall be entitled under Section 6.2 or 6.3 hereof shall not be greater at and as of the time of assignment or participation than the indemnity to which the assignor or participant grantor would have been entitled under Section 6.2 or 6.3 hereof had such assignment or participation not occurred, (c) any assignee shall be a Defaulting Qualifying Lender, and (d) any assignor shall only be released from its Non-Conduit Lender Commitments to the extent provided in the immediately succeeding sentence. Upon the issuance of a Non-Conduit Lender Commitment to provide a portion of the Class A Advances or Class B Advances by any assignee of such Non-Conduit Lender Commitment of a Class A Lender or Class B Lender, which assignee either (A) has a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, alllong term debt rating of at least “A” from Standard & Poor’s and/or “A2” from Xxxxx’x, or a proportionate part short term debt rating of allat least “A-1” from Standard & Poor’s and/or “P-1” from Xxxxx’x, of its rights and obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant or (B) has otherwise been consented to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which with such consent shall not to be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretiondelayed), such Assignee shall be a Class A Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Acceptance, and the transferring or Class B Lender shall be released from the portion of its obligations hereunder Non-Conduit Lender Commitment in an aggregate amount equal to the Non-Conduit Lender Commitment of such assignee. Notwithstanding the foregoing, UBSRESI shall have the right, at any time, to assign and/or participate its Non-Conduit Lender Commitments and Advances with prior notice to the Borrower, but without the consent of the Borrower, to any Affiliate of UBSRESI that is a corresponding extentQualifying Lender at the time of such assignment or participation, and/or to any commercial paper conduit, that is a Qualifying Lender at the time of such assignment or participation, and no further consent or action is administered by any party Affiliate thereof or administered by any other Person for the exclusive or non-exclusive benefit of any Affiliate of UBSRESI, and UBSRESI shall be requiredreleased from the portion of its Non-Conduit Lender Commitment in an aggregate amount equal to the Non-Conduit Lender Commitment of the applicable assignee. In addition, any Lender or any of its Affiliates may pledge or assign any of its rights under this Agreement and under the Transaction Documents to any Federal Reserve Bank within the United States, or if a Qualifying Lender at the time of such pledge or assignment, to any liquidity or credit support provider or any commercial paper conduit collateral trustee without notice to or consent of the Borrower or any Funding Agent. In the case of any Lender that is a fund that invests in bank loans, such Lender may, without the consent of Borrower or the Administrative Agent or any Funding Agent, collaterally assign or pledge all or any portion of its rights under this Agreement and 155 under the Transaction Documents, to any holder of, trustee for, or any other representative of holders of, obligations owed or securities issued, by such fund, as security for such obligations or securities, in each case provided that each such holder is a Qualifying Lender. The parties hereto each acknowledge and agree that a Participant is neither an assignee nor a participant for purposes of this Article XV.
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Assignments. Any Lender, (a) Any Lender may at any time assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for with the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent written consents of the Borrower and the Administrative Agent (which consent consents shall not be unreasonably delayed or withheld or delayed and which consent consent, in the case of the Borrower, shall be deemed to have been given if in the Borrower has not responded within ten Business Days of its receipt absence of a written notice delivered by the Borrower to the Administrative Agent, on or before the fifth Business Day after receipt by the Borrower of such Lender's request for consent, stating, in reasonable detail, the reasons why the Borrower proposes to withhold such consent) may at any time assign and delegate to one or more commercial banks or other financial institutions, and (b) with notice to the Borrower and the Administrative Agent, but without the consent of the Borrower or the Administrative Agent, may assign and delegate to any of its Affiliates or to any other Lender (each Person described in either of the foregoing clauses as being the Person to whom such assignment and delegation is to be made, being hereinafter referred to as an "ASSIGNEE LENDER"), all or any fraction of such Lender's total Loans and Commitments (which assignment and delegation shall be of a constant, and not a varying, percentage of all the assigning Lender's Loans and Commitments) in a minimum aggregate amount of $5,000,000; PROVIDED, HOWEVER, that any such Assignee Lender will comply, if applicable, with the provisions contained in the last sentence of SECTION 4.6 and FURTHER, PROVIDED, HOWEVER, that, the Borrower, each other Obligor and the Administrative Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned and delegated to an Assignee Lender until (which consent shall not be unreasonably withheld); provided that (ic) each written notice of such assignment (other than assignments (x) and delegation, together with payment instructions, addresses and related information with respect to its Affiliatessuch Assignee Lender, (y) shall have been given to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Borrower and the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon execution and delivery of an Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee Lender, (d) such Assignee Lender shall have executed and payment by delivered to the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to Borrower and the Administrative Agent (unless such fee is waived a Lender Assignment Agreement, accepted by the Administrative Agent, and (e) the processing fees described below shall have been paid. From and after the date that the Administrative Agent in its sole discretion)accepts such Lender Assignment Agreement, (x) the Assignee Lender thereunder shall be deemed automatically to have become a party hereto and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee shall be a Lender party to this Agreement and in connection with such Lender Assignment Agreement, shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment hereunder and Acceptanceunder the other Loan Documents, and (y) the transferring assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with such Lender Assignment Agreement, shall be released from its obligations hereunder and under the other Loan Documents. Within five (5) Business Days after its receipt of notice that the Administrative Agent has received an executed Lender Assignment Agreement, the Borrower shall execute and deliver to a corresponding extentthe Administrative Agent (for delivery to the relevant Assignee Lender) new Notes evidencing such Assignee Lender's assigned Loans and Commitments and, if the assignor Lender has retained Loans and no further consent or action Commitments hereunder, replacement Notes in the principal amount of the Loans and Commitments retained by any party the assignor Lender hereunder (such Notes to be in exchange for, but not in payment of, those Notes then held by such assignor Lender). Each such Note shall be requireddated the date of the predecessor Notes. The assignor Lender shall xxxx the predecessor Notes "exchanged" and deliver them to the Borrower. Accrued interest on that part of the predecessor Notes evidenced by the new Notes, if any, shall be paid as provided in the Lender Assignment Agreement. Accrued interest on that part of the predecessor Notes evidenced by the replacement Notes shall be paid to the assignor Lender. Accrued interest and accrued fees shall be paid at the same time or times provided in the predecessor Notes and in this Agreement. Such assignor Lender or such Assignee Lender must also pay a processing fee to the Administrative Agent upon delivery of any Lender Assignment Agreement in the amount of $3,500. Any attempted assignment and delegation not made in accordance with this SECTION 10.11.1 shall be null and void.
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Assignments. (a) Any Each Lender may at make assignments to any time Federal Reserve Bank, provided that any related costs, fees and expenses incurred by such Lender in connection with such assignment or the re-assignment back to it free of any interests of the Federal Reserve Bank, shall be for the sole account of Lender. Each Lender may also assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) assignees (each an “Assignee”), other than a Defaulting Lender or a subsidiary thereof "ASSIGNEE") all or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights Rights and obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit E Credit Documents so long as (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject toi) the signed consent of assignor Lender and Assignee execute and deliver to the Administrative Agent and the Borrower for their consent and acceptance (which consent shall may not be unreasonably withheld or delayed in any instance and which consent shall be deemed to have been given if is not required by the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred and is continuing; ) an assignment and provided further, that assumption agreement in substantially the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice form of Exhibit E (an "ASSIGNMENT") and pay to the Administrative Agent within a processing fee of $1,000 (which payment obligation is the sole liability, joint and several, of that Lender and Assignee), (ii) the assignment must be for a minimum total Commitment of $5,000,000, and, if the assignor Lender retains any Commitment, it must be a minimum total Commitment of $10,000,000, and (iii) the conditions for that assignment set forth in the applicable Assignment are satisfied. The Effective Date in each Assignment must (unless a shorter period is agreed to by the Borrower and the Administrative Agent) be at least five Business Days after having received notice thereof. Upon execution it is executed and delivery of an Assignment and Acceptance and payment delivered by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring assignor Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless and the Borrower for acceptance. Once such fee Assignment is waived accepted by the Administrative Agent and the Borrower, and subject to all of the following occurring, then, on and after the Effective Date stated in its sole discretion), such it (A) the Assignee automatically shall be become a Lender party to this Agreement and and, to the extent provided in that Assignment, shall have all the rights Rights and obligations of a Lender under the Credit Documents, (B) in the case of an Assignment covering all of the remaining portion of the assignor Lender's Rights and obligations under the Credit Documents, the assignor Lender shall cease to be a party to the Credit Documents, (C) the Borrower shall execute and deliver to the assignor Lender and the Assignee the appropriate Notes in accordance with a this Agreement following the transfer, (D) upon delivery of the Notes under clause (C) the assignor Lender shall return to the Borrower all Notes previously delivered to that Lender under this Agreement, and (E) Schedule 2 shall be automatically amended to reflect the name, address, telecopy number and Commitment as set forth in such Assignment of the Assignee, the remaining Commitment (if any) of the assignor Lender and Acceptancethe Commitment of each of the other Lenders, and the transferring Administrative Agent shall prepare and circulate to the Borrower and the Lenders an amended Schedule 2 reflecting those changes. Notwithstanding the foregoing, no Assignee may be recognized as a party to the Credit Documents (and the assignor Lender shall continue to be released from its treated for all purposes as the party to the Credit Documents) with respect to the Rights and obligations hereunder assigned to a corresponding extentthat Assignee until the actions described in clauses (C) and (D) have occurred. The Obligation is registered on the books of the Borrower as to both principal and any stated interest, and no further consent or action by any party shall transfers of (as opposed to participations in) principal of and interest on the Obligations may be requiredmade only in accordance with this Section.
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Assignments. (a) Any Lender may Bank may, at any time time, with the written consent of the Borrower Agent and the Administrative Agent (which in each case shall not be unreasonably withheld or delayed) assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower any other Bank or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”), other than a Defaulting Lender or a subsidiary affiliate thereof or any to an additional bank or financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender (an "Assignee") all or a subsidiary thereof, all, or a proportionate any part of all, of its rights and obligations under this Agreement, Agreement and such Assignee shall assume such rights and obligations, the other Loan Documents pursuant to an instrumentAssignment and Assumption, substantially in substantially the form of Exhibit E (an “Assignment and Acceptance”)Annex C, executed by such Assignee and such transferring Lender, with assigning Bank (and subject to) the signed consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion), (ii) each assignee shall be an Eligible Institution, and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment Assignee that is not then a Bank or other transfer an affiliate thereof, by any Lender to an Affiliate of such Lender, to another Lender, or to an Approved Fund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default has occurred Agent and is continuing; the Administrative Agent) and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice delivered to the Administrative Agent within five Business Days after having received notice thereoffor its acceptance and recording in the Register; provided, however, that in the case of any such assignment to an additional bank or financial institution, if such assignment is of less than all of the rights and obligations of the assigning Bank, then (a) the sum of the aggregate principal amount of the Loans and the aggregate amount of the unused Commitments being assigned to such an additional bank or financial institution must not be less than Five Million and 00/100 Dollars ($5,000,000.00); and (b) the sum of the aggregate principal amount of the Loans and the aggregate amount of the unused Commitments remaining with the assigning Bank must not be less than Five Million and 00/100 Dollars ($5,000,000.00). Upon execution such execution, delivery, acceptance and delivery of an recording, from and after the effective date determined pursuant to such Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or Assumption, (i) the Assignee of an assignment fee of $4,500 (or $7,500, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee thereunder shall be a Lender party hereto and, to this Agreement the extent provided in such Assignment and shall Assumption, have all the rights and obligations of a Lender Bank hereunder with a Commitment as set forth therein, and (ii) the assigning Bank thereunder shall, to the extent provided in such Assignment and AcceptanceAssumption, and the transferring Lender shall be released from its obligations hereunder under this Agreement (and, in the case of an Assignment and Assumption covering all or the remaining portion of an assigning Bank's rights and obligations under this Agreement, such assigning Bank shall cease to be a corresponding extentparty hereto). In addition to the assignments permitted under this subsection 10.15.3, any Bank may assign and no further consent pledge all or action any portion of its pro rata share in the Loans to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by any party the Federal Reserve Bank. No such assignment shall be requiredrelease the assigning Bank from its obligations hereunder.
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Samples: Security Agreement (Fine Host Corp)
Assignments. (a) Any Lender may at any time assign to one or more financial institutions (but not to a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each an “Assignee”"Assignor Lender"), other than a Defaulting Lender or a subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially with the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed written consent of the Borrower and the Agent (which consent consent, in the case of the Borrower, shall not to be unreasonably withheld or delayed and which consent shall not, in any event, be deemed to required if any Default or Event of Default shall have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) occurred and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) each such assignment (other than assignments (x) to its Affiliates, (y) to an Approved Fund, or (z) of its entire interest) shall be in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretioncontinuing), (ii) each assignee shall be an Eligible Institution, may at any time assign and (iii) after giving effect to each such assignment, the Commitment of the assignor (if it has not assigned its entire interest) and of the assignee shall be at least $5,000,000; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment delegate all or other transfer by any Lender to an Affiliate fraction of such Lender's Loans, participations to another Lenderone or more commercial banks, finance companies, insurance companies or other financial institutions or funds, and with notice to an Approved Fund; provided furtherthe Borrower and the Agent, that any but without the consent of the Borrower otherwise required under this Section shall not or the Agent, may assign and delegate to any of its Affiliates or to any other Lender (each Person described in either of the foregoing clauses as the Person to whom such assignment and delegation is to be required made being hereinafter referred to as an "Assignee Lender"), all or any fraction of such Lender's total Loans, in an aggregate amount of $5,000,000 (or, if an Event less, the total of such Lender's aggregate principal amount of Loans outstanding); provided, however, that so long as no Default has occurred and is continuing; , no assignment and provided furtherdelegation shall be made to any Direct Competitor of the Borrower without the Borrower's consent and provided, further however, that the Borrower, each other Obligor and the Agent shall be entitled to continue to deal solely and directly with such Assignor Lender in connection with the interests so assigned and delegated to an Assignee Lender until (i) written notice of such assignment and delegation, together with payment instructions, addresses and related information with respect to such Assignee Lender, shall have been given to the Borrower and the Agent by the Assignor Lender and the Assignee Lender; (ii) the Assignee Lender and the Assignor Lender shall have executed and delivered to the Borrower and the Agent a Lender Assignment Agreement, accepted by the Agent; and (iii) the processing fees described below shall have been paid. From and after the date that the Agent accepts such Lender Assignment Agreement, (x) the Assignee Lender thereunder shall be deemed automatically to have consented to any such assignment unless it shall object thereto by written notice become a party hereto and to the Administrative Agent within five Business Days after having received notice thereof. Upon execution extent that rights and delivery of an Assignment obligations hereunder have been assigned and Acceptance and payment by delegated to such Assignee to Lender in connection with such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $4,500 (or $7,500Assignment Agreement, if the transferring Lender is a Defaulting Lender) to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment hereunder and Acceptanceunder the other Loan Documents, and (y) the transferring Assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with such Lender Assignment Agreement, shall be released from its obligations hereunder and under the other Loan Documents. Within five (5) Business Days after its receipt of notice that the Agent has received an executed Lender Assignment Agreement, the Borrower shall execute and deliver to the Agent (for delivery to the relevant Assignee Lender) new Notes evidencing such Assignee Lender's assigned Loans and, if the Assignor Lender has retained Loans hereunder, replacement Notes in the principal amount of the Loans and Commitments retained by the Assignor Lender hereunder (such Notes to be in exchange for, but not in payment of, those Notes then held by such Assignor Lender). Each such Note shall be dated the date of the predecessor Notes. The Assignor Lender shall mxxx the predecessor Notes "exchanged" and deliver them to the Borrower. Accrued interest on that part of the predecessor Notes evidenced by the new Notes, and accrued fees, shall be paid as provided in the Lender Assignment Agreement. Accrued interest on that part of the predecessor Notes evidenced by the replacement Notes shall be paid to the Assignor Lender. Accrued interest and accrued fees shall be paid at the same time or times provided in the predecessor Notes and in this Agreement. The Assignor Lender or the Assignee Lender must also pay a processing fee to the Agent upon delivery of any Lender Assignment Agreement in the amount of $5,000. Any attempted assignment and delegation not made in accordance with this Section shall be null and void. (b) Notwithstanding clause (a), any Lender may assign and pledge all or any portion of its Loans and Notes and other rights to a corresponding extentFederal Reserve Bank as collateral security; provided, and however, that no further consent or action by such assignment under this clause (b) shall release the Assignor Lender from any party shall be required.of its obligations hereunder. SECTION 10.11.2
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