Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that no Borrower may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks and, provided further, that although any Bank may transfer, assign or grant participations in its rights as provided hereunder, such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment hereunder except as provided in Section 12.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that no Bank shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would extend the final scheduled maturity of any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in the Total Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof). In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000.
Appears in 3 contracts
Samples: Credit Agreement (Galaxy Fund /De/), Credit Agreement (Galaxy Vip Fund), Credit Agreement (Galaxy Fund Ii)
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that no neither Borrower may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks andLenders and provided, provided further, that that, although any Bank Lender may (without the consent of any Credit Party) transfer, assign or grant participations in its rights as provided hereunder, such Bank Lender shall remain a "Bank" “Lender” for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment Commitments or Loans hereunder except as provided in Section 12.04(b13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" “Lender” hereunder andand provided, provided further, that no Bank Lender shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except (I) to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note, in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's ’s participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or of a mandatory repayment of Loans shall not constitute a change in the terms of such participation, and that an increase in the Total any Commitment or Loan shall be permitted without the consent of any participant if the participant's ’s participation is not increased as a result thereofthereof and that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), notwithstanding the fact that such amendment or modification actually results in such a reduction), (ii) consent to the assignment or transfer by either Borrower of any of its rights and obligations under this Agreement or (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Security Documents) supporting the Obligations in which such participant is participating and (II) that, solely in the case of a participant (each, a “Voting Participant”) which (x) has purchased a participation interest in such Lender’s Commitments and/or outstanding Term Loans in a minimum aggregate amount (without duplication) of at least $2,000,000 on or after the Amendment No. 4 Effective Date and (y) is (A) designated by such Lender to the U.S. Borrower and the Administrative Agent by written notice (a “Voting Participant Notice”) as being entitled to be accorded the rights of a “voting” participant hereunder, (B) approved by the U.S. Borrower and the Administrative Agent (such approvals not to be unreasonably withheld or delayed) and (C) not a Disqualified Voting Participant, such participant shall be entitled to vote with respect to each Tranche in which it holds a participation from such Lender (and the voting rights of such Lender for each such Tranche shall be correspondingly reduced), on a Dollar basis, as if such participant were a Lender under such Tranche on any matter requiring or allowing such Lender to provide or withhold its consent or to otherwise vote on any proposed action (with any Voting Participant Notice, with respect to any Voting Participant, to be effective only if same (a) states the full legal name of such Voting Participant, as well as the relevant contact information and administrative details for such Voting Participant, and (b) states the Dollar amount of the participation interest in each Tranche purchased). In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's ’s rights against such Bank Lender in respect of such participation to be those set forth in the agreement executed by such Bank Lender in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank Lender had not sold such participation. Notwithstanding ; provided that a Voting Participant shall have the foregoing, so long voting rights to which it is entitled as no Default or Event of Default exists and is continuing, without described in the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000preceding sentence.
Appears in 3 contracts
Samples: Credit Agreement (Dole Food Co Inc), Credit Agreement (Dole Food Co Inc), Credit Agreement (Dole Food Co Inc)
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, provided that no the Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks and, provided further, that although any Bank. The Bank may transfer, assign or at any time grant participations in any or all of its rights as and/or obligations hereunder to another financial institution; provided hereunder, such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment hereunder except as provided that in Section 12.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that no Bank shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would extend the final scheduled maturity of any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in the Total Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof). In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's ’s rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding , except that the foregoingparticipant shall be entitled to receive the additional amounts under Section 2.12 to, so long as no and only to, the extent that such Bank would be entitled to such benefits if the participation had not been entered into or sold; and provided further, that the Bank shall not transfer, grant or assign any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) reduce the principal amount thereof, or increase such participant’s participating interest in any Commitment over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default exists or of a mandatory reduction in the Commitment shall not constitute a change in the terms of any Commitment and is continuing, that an increase in any Commitment shall be permitted without the prior written consent of any participant if such participant’s participation is not increased as a result thereof) or (ii) permit the Borrowers, no Bank may grant a participation in assignment or transfer by the Borrower of any of its rights hereunder to any participant which owns a majority interest and obligations under this Agreement except in a no-load mutual fund company accordance with assets under management of greater than $15,000,000,000the terms hereof and thereof.
Appears in 2 contracts
Samples: Letter of Credit Reimbursement Agreement, Credit Reimbursement Agreement (Loral Space & Communications LTD)
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns of assigns, PROVIDED that the parties hereto; provided, however, that no Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of all the Banks Lenders, and, provided furtherPROVIDED, FURTHER, that although any Bank assignment by a Lender of its rights and obligations hereunder shall be effected in accordance with section 12.4(b). Notwithstanding the foregoing, each Lender may transfer, assign or at any time grant participations in any of its rights hereunder or under any of the Notes to (x) another Lender that is not a Defaulting Lender or to an Affiliate of such Lender which is a commercial bank, financial institution or other "accredited investor" (as provided defined in SEC Regulation D), and (y) one or more Eligible Transferees, PROVIDED that in the case of any such participation, (i) the participant shall not have any rights under this Agreement or any of the other Credit Documents, including rights of consent, approval or waiver (the participant's rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto), (ii) such Lender's obligations under this Agreement (including, without limitation, its Commitment hereunder, such Bank ) shall remain a "Bank" unchanged, (iii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iv) such Lender shall remain the holder of any Note for all purposes hereunder of this Agreement and (and may not transfer or assign all or any portion of its Commitment hereunder except as provided in Section 12.04(b)v) the Borrower, the Administrative Agent, and the transfereeother Lenders shall continue to deal solely and directly with the selling Lender in connection with such Lender's rights and obligations under this Agreement, assignee and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation, except that the participant shall be entitled to the benefits of sections 2.9 and 2.10 of this Agreement to the extent that such Lender would be entitled to such benefits if the participation had not been entered into or participantsold, as the case may be, shall not constitute a "Bank" hereunder and, provided furtherPROVIDED FURTHER, that no Bank Lender shall transfer transfer, grant or grant sell any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would (x) extend the final scheduled maturity of any Loan the Loans in which such participant is participatingparticipating (it being understood that any waiver of the making of, or the application of , any mandatory prepayment to such Loans shall not constitute an extension of the final maturity date thereof), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates) ), or reduce the principal amount thereof, or increase the amount of the such participant's participation participating interest in any Commitment over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of any mandatory prepayment or a mandatory reduction in the Total Commitment such Commitment, or a mandatory prepayment, shall not constitute a change in the terms of any such participationCommitment) or (y) release any Credit Party from its obligations under the Subsidiary Guaranty, and that an increase or release all or any substantially all of the Collateral, in each case except strictly in accordance with the Total Commitment terms of the Credit Documents, or Loan shall be permitted without (z) consent to the consent assignment or transfer by the Borrower of any participant if the participant's participation is not increased as a result thereof). In the case of any such participation, the participant shall not have any its rights and obligations under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Healthcare Recoveries Inc), Credit Agreement (Trover Solutions Inc)
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, provided that no the Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks and, provided further, that although any Banks. Each Bank may transfer, assign or at any time grant participations in any of its rights as provided hereunder, such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or under any portion of its Commitment hereunder except as provided in Section 12.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder andNotes to another financial institution, provided further, that no Bank shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would extend the final scheduled maturity of any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in the Total Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof). In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding , except that the foregoingparticipant shall be entitled to the benefits of Sections 1.10 and 4.04 of this Agreement to the extent that such Bank would be entitled to such benefits if the participation had not been entered into or sold, so long as and, provided further that no Bank shall transfer, grant or assign any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note in which such participant is participating (it being understood that any waiver of the application of any prepayment or the method of any application of any prepayment to, the amortization of the Loans shall not constitute an extension of the final maturity date), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates), or reduce the principal amount thereof, or increase such participant's participating interest in any Commitment over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default exists and is continuingor of a mandatory reduction in the Total Commitment, without or a mandatory prepayment, shall not constitute a change in the prior written consent terms of any Commitment), (ii) release all or substantially all of the Borrowers, no Bank may grant a participation in Collateral or (iii) consent to the assignment or transfer by the Borrower of any of its rights hereunder to and obligations under this Agreement or any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000other Credit Document.
Appears in 2 contracts
Samples: Credit Agreement (Universal Outdoor Inc), Consolidation And (Universal Outdoor Inc)
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that no Borrower Credit Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of all the Banks and, provided further, that, no Bank may assign or transfer all or any portion of its Total Revolving Loan Commitment and/or its outstanding Loans except as provided in Section 12.04(b) and, provided further, that although any Bank may transfer, assign or grant participations in its rights as provided hereunderhereunder in accordance with this Section, such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment hereunder except as provided in Section 12.04(b)) and the transferee, assignee or participant, as the case may be, such participant shall not constitute a "Bank" hereunder and, provided further, that no Bank shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the Final Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute a change in the terms of such participation, and that an increase in the Total any Revolving Loan Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof), (ii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement or (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) supporting the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000.
Appears in 2 contracts
Samples: Credit Agreement (Therma Wave Inc), Credit Agreement (Therma Wave Inc)
Benefit of Agreement. (a) This Agreement shall be binding -------------------- upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that no Borrower may assign or -------- ------- transfer any of its rights, obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks Agent and, provided -------- further, that that, although any each Bank may may, with the prior consent of the applicable ------- Borrower, transfer, assign or grant participations in its rights as provided hereunder, such Bank shall remain a the "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment hereunder except as provided in Section 12.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that no Bank ---------------- shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-post- default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment Commitments shall not constitute a change in the terms of such participation, and that an increase in the Total any Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof), or (ii) consent to the assignment or transfer by any Borrower of any of its rights and obligations under this Agreement. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such any Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers applicable Borrower hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000.
Appears in 2 contracts
Samples: Credit Agreement (Ikon Office Solutions Inc), Credit Agreement (Alco Standard Corp)
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, provided that no neither Borrower may assign or transfer any of its rights, respective rights or obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each the Banks. Each Bank may at any time grant participations in any of the Banks and, its rights hereunder to another financial institution; provided further, that although any Bank may transferthat, assign or grant participations in its rights as provided hereunder, such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment hereunder except as provided in Section 12.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that no Bank shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would extend the final scheduled maturity of any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in the Total Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof). In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers either Borrower hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding , except that the foregoingparticipant shall be entitled to receive the additional amounts under Sections 1.10, so long as 1.11, 2.06 and 4.04 of this Agreement to, and only to, the extent that such Bank would be entitled to such benefits if the participation had not been entered into or sold; and provided further, that no Bank shall transfer, grant or assign any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan in which such participant is participating (it being understood that any waiver of an installment on, or the application of any prepayment or the method of application of any prepayment to the amortization of the Loans shall not constitute an extension of the final scheduled maturity date), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates), or reduce the principal amount thereof, or increase such participant's participating interest in any Commitment over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default exists or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of any Commitment and is continuing, that an increase in any Commitment shall be permitted without the prior written consent of any participant if such participant's participation is not increased as a result thereof), (ii) release the BorrowersCompany from the Company Guaranty or release all or substantially all of the Subsidiary Guarantors from the Subsidiary Guaranty (in each case except as expressly provided in the Credit Documents) or (iii) in each case consent to the assignment or transfer by the Company, no Bank may grant a participation in the Canadian Borrower or any other Subsidiaries of the Company of any of its rights hereunder to and obligations under this Agreement or any participant which owns a majority interest other Credit Document except in a no-load mutual fund company accordance with assets under management of greater than $15,000,000,000the terms hereof and thereof.
Appears in 2 contracts
Samples: Credit Agreement (Western Empire Publications Inc), Credit Agreement (Tsecrp Inc)
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and the respective successors and assigns of the parties heretohereto to the extent permitted under this Section 9.4 and (to the extent explicitly set forth herein) the Liquidity Providers for each Lender that is an Other CP Conduit and Designated CP Conduit Committed Lenders for each Lender that is a Designated CP Conduit; provided, howeverthat, that no except as provided in Section 6.2.7, the Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of the Insurer (so long as the Insurer is the Controlling Class), each of Lender, the Banks and, provided further, that although Administrative Agent and the Arranger. Each Lender may at any Bank may transfer, assign or time grant participations in any of its rights as provided hereunderhereunder or under any of the Lender Notes or Loans to another financial institution or other Person (including any CP Conduit); provided, that (x) unless such grant is to a Lender or a special purpose corporation administered by a Lender, such Bank Lender shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment hereunder except as provided in Section 12.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that no Bank shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except give notice to the extent such amendment or waiver would extend Borrower of the final scheduled maturity identity of any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon and (except y) in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in the Total Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof). In the case of any such participationparticipation (other than a participation to a Designated CP Conduit Committed Lender), the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank Lender in respect of such participation to be those set forth in the agreement executed by such Bank Lender in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank Lender had not sold such participation. Notwithstanding , except that the foregoingparticipant shall be entitled to the benefits of Sections 3.4.4 and 3.6 to the extent that such Lender would be entitled to such benefits if the participation had not been entered into or sold; and provided, so long as further, no Lender shall transfer, grant or assign any participation (other than to a Lender or a special purpose corporation administered by a Lender) under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Documents except to the extent such amendment or waiver would (x) extend the final scheduled maturity of any Loan or Lender Note in which such participant is participating or waive any mandatory prepayment thereof, or reduce the rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates), or reduce the principal amount thereof, or increase such participant's participating interest in any Commitment over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default exists and is continuingor a mandatory prepayment, without shall not constitute a change in the prior written consent terms of any Commitment), (y) release all or substantially all of the BorrowersCollateral (in each case except as expressly provided in the Credit Documents), no Bank may grant a participation in or (z) consent to the assignment or transfer by the Borrower of any of its rights hereunder to any participant which owns a majority interest and obligations under this Agreement (except as provided in a no-load mutual fund company with assets under management of greater than $15,000,000,000Section 6.2.7).
Appears in 2 contracts
Samples: Credit Agreement (Special Value Opportunities Fund LLC), Credit Agreement (Special Value Expansion Fund, LLC)
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that no Borrower may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks Lenders (and any attempted such assignment without such consent shall be null and void) and, provided further, that that, although any Bank Lender may transfer, assign or grant participations in its rights as provided hereunder, such Bank Lender shall remain a "Bank" “Lender” for all purposes hereunder (and the participant shall not constitute a “Lender” hereunder and no Lender may not transfer or assign all or any portion of its Commitment Commitments hereunder except as provided in Section 12.04(b)14.03(b) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and14.03(d), provided further, that no Bank Lender shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Revolving Loan or Revolving Note or Term Loan or Term Note in which such participant is participating, or reduce the rate or extend the time of payment of interest thereon or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereofthereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 14.06(a) shall not constitute a reduction in any rate of interest or Fees for purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions or to Section 14.06(a) was not to reduce the interest or Fees payable hereunder), or increase the amount of the participant's ’s participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Revolving Loan Commitment or Term Loan Commitment shall not constitute a change in the terms of such participation, and that an increase in the Total any Revolving Loan Commitment or Revolving Loan or Term Loan Commitment or Term Loan shall be permitted without the consent of any participant if the participant's ’s participation is not increased as a result thereof), (ii) consent to the assignment or transfer by the Borrower or any other Credit Party of any of its rights and obligations under this Agreement or any other Credit Document or (iii) release all or substantially all of the Pledge and Security Agreement Collateral under the Pledge and Security Agreement (except as expressly provided in the Credit Documents) supporting the Revolving Loans or Term Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's ’s rights against such Bank Lender in respect of such participation to be those set forth in the agreement executed by such Bank Lender in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank Lender had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000.
Appears in 2 contracts
Samples: Credit Agreement (Host Hotels & Resorts L.P.), Credit Agreement (Host Hotels & Resorts, Inc.)
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; providedPROVIDED, howeverHOWEVER, that no Borrower Credit Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks and, provided furtherPROVIDED FURTHER, that that, although any Bank may transfer, assign or grant participations in its rights as provided hereunder, such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment Commitments hereunder except as provided in Section 12.04(b11.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided furtherPROVIDED FURTHER, that no Bank shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Revolving Loan or Revolving Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver waivers or modifications of any conditions precedent, covenants, Default or Event of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute a change in the terms of such participation, and that an increase in the Total any Revolving Loan Commitment or Revolving Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof)) or (ii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000.
Appears in 2 contracts
Samples: Credit Agreement (Northwest Airlines Corp), Credit Agreement (Northwest Airlines Corp)
Benefit of Agreement. (a) This Agreement shall be binding -------------------- upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that no Borrower Credit Party may assign -------- ------- or transfer any of its rights, obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each all of the Banks and, provided further, that that, although any Bank may transfer, assign or grant ---------------- participations in its rights as provided hereunder, such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment Commitments hereunder except as provided in Section 12.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that no Bank shall transfer or grant any ---------------- participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the Final Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-post- default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in the Total any Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof), (ii) consent to the assignment or transfer by Holdings or the Borrower of any of its rights and obligations under this Agreement or (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) supporting the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000.
Appears in 1 contract
Samples: Credit Agreement (Collins & Aikman Floor Coverings Inc)
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, provided that no the Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks and, provided further, that although any Bank. The Bank may transfer, assign or at any time grant participations in any or all of its rights as and/or obligations hereunder to another financial institution; provided hereunder, such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment hereunder except as provided that in Section 12.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that no Bank shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would extend the final scheduled maturity of any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in the Total Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof). In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding , except that the foregoingparticipant shall be entitled to receive the additional amounts under Section 2.12 to, so long as no and only to, the extent that such Bank would be entitled to such benefits if the participation had not been entered into or sold; and provided further, that the Bank shall not transfer, grant or assign any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) reduce the principal amount thereof, or increase such participant's participating interest in any Commitment over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default exists or of a mandatory reduction in the Commitment shall not constitute a change in the terms of any Commitment and is continuing, that an increase in any Commitment shall be permitted without the prior written consent of any participant if such participant's participation is not increased as a result thereof) or (ii) permit the Borrowers, no Bank may grant a participation in assignment or transfer by the Borrower of any of its rights hereunder to any participant which owns a majority interest and obligations under this Agreement except in a no-load mutual fund company accordance with assets under management of greater than $15,000,000,000the terms hereof and thereof.
Appears in 1 contract
Samples: Letter of Credit Reimbursement Agreement (Loral Space & Communications Inc.)
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that no Borrower none of the Borrowers may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each all of the Banks and, provided further, that that, although any Bank may transfer, assign or grant participations in its rights as provided hereunder, subject to Section 12.04(b) such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment Commitments hereunder except as provided in Section 12.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that no Bank shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the Revolving Loan Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in the Total any Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof), (ii) consent to the assignment or transfer by any of the Borrowers of any of their rights and obligations under this Agreement or (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) supporting the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by each of the Borrowers hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000.
Appears in 1 contract
Samples: Credit Agreement (Fisher Scientific International Inc)
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, provided that no the Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks and, provided further, that although any Banks. Each Bank may transfer, assign or at any time grant participations in any of its rights hereunder or under any of the Notes to a commercial bank, other financial institution, mutual fund or "Accredited Investor" as provided hereunder, such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion term is defined in Regulation D of its Commitment hereunder except as provided in Section 12.04(b)) and the transferee, assignee or participantSecurities Act of 1933, as the case may be, shall not constitute a "Bank" hereunder andamended, provided further, that no Bank shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would extend the final scheduled maturity of any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in the Total Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof). In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding , except that the foregoingparticipant shall be entitled to the benefits of Sections 1.10, so long as 1.11 and 4.4 of this Agreement to the extent that such Bank would be entitled to such benefits if the participation had not been entered into or sold, and provided further that no Bank shall transfer, grant or assign any participation under which the participant shall 146 have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note in which such participant is participating (it being understood that any waiver of an installment on, the application of any prepayment or the method of any application of any prepayment to, the amortization of the Term Loans shall not constitute an extension of the final maturity date) or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates), or reduce the principal amount thereof, or increase such participant's participating interest in any Commitment over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default exists and is continuingor of a mandatory reduction in the Total Commitment, without or a mandatory prepayment, shall not constitute a change in the prior written consent terms of any Commitment), (ii) release all or substantially all of the Borrowers, no Bank may grant a participation in Collateral or (iii) consent to the assignment or transfer by any Credit Party of any of its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets and obligations under management of greater than $15,000,000,000this Agreement.
Appears in 1 contract
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties heretoto this Agreement; provided, however, that no Borrower may assign or transfer any of its rights, obligations or interest hereunder under this Agreement or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks andBanks; and provided, provided further, that although any Bank may transfer, assign or grant participations in its rights as provided hereunderunder this Agreement, such Bank shall remain a "Bank" for all purposes hereunder under this Agreement (and may not transfer or assign all or any portion of its Commitment hereunder Revolving Loan Commitments or its Term Loans under this Agreement except as provided in Section 12.04(b13.4(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder andunder this Agreement; and provided, provided further, that no Bank shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the Final Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation Revolving Loan Commitments or Term Loan Commitments in which such participant is participating over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Revolving Loan Commitment or Term Loans shall not constitute a change in the terms of such participationany Revolving Loan Commitment or Term Loans, and that an increase in the Total any Revolving Loan Commitment or Term Loan Commitment shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof)) or (ii) consent to the assignment or transfer by any Borrower of any of its rights and obligations under this Agreement. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder any Borrower under this Agreement shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000.
Appears in 1 contract
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; providedPROVIDED, howeverHOWEVER, that no the Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks and, provided further, that although any Banks. Each Bank may transfer, assign or at any time grant participations in any of its rights as provided hereunderhereunder or under any of its Notes to any bank or other financial institution; PROVIDED that in the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents, including rights of consent, approval or waiver (the participant's rights against such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion in respect of its Commitment hereunder except as provided such participation to be those set forth in Section 12.04(b)the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the transfereeBorrower hereunder shall be determined as if such Bank had not sold such participation, assignee except that the participant shall be entitled to receive the additional amounts under Sections 1.10, 1.11 and 3.04 of this Agreement to, and only to, the extent that such Bank would be entitled to such benefits if the participation had not been entered into or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided furthersold; and PROVIDED FURTHER, that no Bank shall transfer transfer, grant or grant assign any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note in which such participant is participating, participating or reduce the rate or extend the time of payment of interest thereon or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) Fees, or reduce the principal amount thereof, or increase the amount of the such participant's participation participating interest in any Commitment or Loan over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, any Commitment and that an increase in the Total any Commitment or Loan shall be permitted without the consent of any participant if the such participant's participation is not increased as a result thereof). In , (ii) release all or any material portion of the case Collateral (except as expressly provided in the Credit Documents) or (iii) consent to the assignment or transfer by the Borrower of any such participation, the participant shall not have any of its rights and obligations under this Agreement or any of the other Credit Documents (Document except in accordance with the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) terms hereof and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000thereof.
Appears in 1 contract
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, howeverPROVIDED, that no Borrower Credit Party may assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks and, provided furtherPROVIDED FURTHER, that that, although any Bank may transfer, assign or grant participations in its rights as provided hereunder, such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment hereunder except as provided in Section 12.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided furtherPROVIDED FURTHER, that no Bank shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Letter of Credit (unless such Letter of Credit is not extended beyond the Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in the Total any Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof), (ii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement to the extent relating to such participation or (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents). In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000.
Appears in 1 contract
Benefit of Agreement. (a) This Agreement shall be binding upon -------------------- and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that no Borrower Credit Party may assign or -------- ------- transfer any of its rights, obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each all of the Banks and, provided further, that no Bank may assign or transfer all or any portion of its ---------------- Revolving Loan Commitment and/or its outstanding Revolving Loans except as provided in Section 12.04(b) and, provided further, that although any Bank may transfer, assign or ---------------- grant participations in its rights as provided hereunderhereunder in accordance with this Section, such Bank shall remain a "Bank~Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment hereunder except as provided in Section 12.04(b)) and the transferee, assignee or participant, as the case may be, participant shall not constitute a "Bank" hereunder and, provided further, that no Bank ---------------- shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-post default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute a change in the terms of such participation, and that an increase in the Total any Revolving Loan Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof), (ii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement or (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) supporting the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000.
Appears in 1 contract
Samples: Credit Agreement (Nutraceutical International Corp)
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns of assigns, PROVIDED that the parties hereto; provided, however, that no Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of all the Banks Lenders, and, provided furtherPROVIDED, FURTHER, that although any Bank assignment by a Lender of its rights and obligations hereunder shall be effected in accordance with section 12.4(b). Notwithstanding the foregoing, each Lender may transfer, assign or at any time grant participations in any of its rights hereunder or under any of the Notes to (x) another Lender that is not a Defaulting Lender or to an Affiliate of such Lender which is a commercial bank, financial institution or other "accredited investor" (as provided defined in SEC Regulation D), and (y) one or more Eligible Transferees, PROVIDED that in the case of any such participation, (i) the participant shall not have any rights under this Agreement or any of the other Credit Documents, including rights of consent, approval or waiver (the participant's rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto), (ii) such Lender's obligations under this Agreement (including, without limitation, its Commitment hereunder, such Bank ) shall remain a "Bank" unchanged, (iii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iv) such Lender shall remain the holder of any Note for all purposes hereunder of this Agreement and (and may not transfer or assign all or any portion of its Commitment hereunder except as provided in Section 12.04(b)v) the Borrower, the Administrative Agent, and the transfereeother Lenders shall continue to deal solely and directly with the selling Lender in connection with such Lender's rights and obligations under this Agreement, assignee and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation, except that the participant shall be entitled to the benefits of sections 2.9 and 2.10 of this Agreement to the extent that such Lender would be entitled to such benefits if the participation had not been entered into or participantsold, as the case may be, shall not constitute a "Bank" hereunder and, provided furtherPROVIDED FURTHER, that no Bank Lender shall transfer transfer, grant or grant sell any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would (x) extend the final scheduled maturity of any Loan the Loans in which such participant is participatingparticipating (it being understood that any waiver of the making of, or the application of , any mandatory prepayment to such Loans shall not constitute an extension of the final maturity date thereof), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-post- default increase in interest rates) ), or reduce the principal amount thereof, or increase the amount of the such participant's participation participating interest in any Commitment over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of any mandatory prepayment or a mandatory reduction in the Total Commitment such Commitment, or a mandatory prepayment, shall not constitute a change in the terms of any such participationCommitment) or (y) release any Credit Party from its obligations under the Subsidiary Guaranty, and that an increase or release all or any substantially all of the Collateral, in each case except strictly in accordance with the Total Commitment terms of the Credit Documents, or Loan shall be permitted without (z) consent to the consent assignment or transfer by the Borrower of any participant if the participant's participation is not increased as a result thereof). In the case of any such participation, the participant shall not have any its rights and obligations under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000Agreement.
Appears in 1 contract
Benefit of Agreement. (a) This Agreement shall be binding upon and -------------------- inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that no Borrower may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks and, provided further, that although any Bank may transfer, assign or grant participations in its rights as provided hereunder, such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment hereunder except as provided in Section 12.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that no Bank shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would extend the final scheduled maturity of any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in the Total Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof). In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000.
Appears in 1 contract
Benefit of Agreement. (a) This Agreement is a continuing obligation and shall (i) be binding upon the Company and 39 44 its successors and assigns and (ii) inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns of the parties heretopermitted assigns; provided, however, that no Borrower the Company may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each WestLB and all of the Banks Banks, and, provided further, that that, although any Bank may transfer, assign or grant participations in its rights as provided hereunderhereunder and under the Letter of Credit, such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment hereunder except as provided in Section 12.04(b)) and hereunder, the transferee, assignee or participant, as the case may be, Participant shall not constitute a "Bank" hereunder, the Company shall continue to deal solely with the Agent and such Bank (and not with any Participant) hereunder and, provided further, that no Bank shall transfer or grant any participation under which the participant shall have rights and with respect to approve any amendment to or waiver of any terms of this Agreement or any other and the Letter of Credit Document except to and no such participation shall relieve WestLB of its obligations under the extent such amendment or waiver would extend the final scheduled maturity Letter of any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in the Total Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof)Credit. In the case of any such participation, the participant Participant shall not have any rights under this Agreement or any of the other Credit Operative Documents (the participantParticipant's rights against such transferring Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant Participant relating thereto) and all amounts payable by the Borrowers Company hereunder shall be determined as if such Bank had not sold such participation, except that the Participant shall be entitled to the benefits of Sections 2.09 and 2.10 hereof as set forth therein. In connection with any such participation, the Bank proposing to transfer or grant such participation may disclose to the proposed Participant any information that the Company is required to deliver to such Bank pursuant to this Agreement or otherwise delivers to such Bank in connection with such Bank's credit review or continuing review of the Company and this Agreement, provided, however, that, prior to any such disclosure, each such Participant shall agree in writing to preserve the confidentiality of any confidential information relating to the Company or any of its Subsidiaries received from such Bank. Notwithstanding the foregoing, so long any Bank may transfer the LC Commitment or any Advance of such Bank to another Bank or to another branch or lending office or, with the written consent of WestLB and the Agent (such consent not to be unreasonably withheld), an Affiliate of such Bank; provided that each such Bank agrees that it will use its reasonable efforts (subject to overall policy considerations of such Bank) to avoid the occurrence of any event giving rise to the operation of Sections 2.09 and 2.10 hereof as no Default a result of any such transfer. Neither WestLB nor any Bank may assign all or Event any portion of Default exists its rights and is continuingobligations hereunder to one or more banks or other financial institutions, without unless (i) WestLB and the Company each shall have given its prior written consent to such assignment (such consent not to be unreasonably withheld) and (ii) such assignment shall be consummated pursuant to an assignment and acceptance agreement reasonably satisfactory to the Agent (such agreement to state, among other things, that upon the effectiveness of such assignment, the Borrowerstransferee entity shall become a "Bank" hereunder for all purposes of this Agreement). Upon the effectiveness of any such assignment, no the transferee entity shall become a "Bank" hereunder for all purposes of this Agreement and Schedule I attached hereto shall be amended by the Agent to reflect the new LC Percentage of each Bank may grant a participation in its rights hereunder after giving effect to any participant such assignment (which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000.amended Schedule I shall be promptly delivered by the Agent to the Company, WestLB and each Bank, provided that the failure to deliver or prepare such amended
Appears in 1 contract
Samples: Reimbursement Agreement (Central Louisiana Electric Co Inc)
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; providedPROVIDED, howeverHOWEVER, that no neither the Borrower nor any Guarantor may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks andLenders; and PROVIDED, provided furtherFURTHER, that that, although any Bank Lender may transfer, assign or grant participations in its rights as provided hereunder, such Bank Lender shall remain a "BankLender" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment hereunder except as provided in Section 12.04(b11.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "BankLender" hereunder andhereunder; and PROVIDED, provided furtherFURTHER, that no Bank Lender shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan in which such participant is participatingMaturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon fees on Loans in which such participant is participating (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), or increase the amount of the participant's participation over the amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in the Total any Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof)) or (ii) consent to the assignment or transfer by the Borrower of its rights and obligations under this Agreement. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank Lender in respect of such participation to be those set forth in the agreement executed by such Bank Xxxxxx in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank Xxxxxx had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000.
Appears in 1 contract
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; providedPROVIDED, howeverHOWEVER, that that, except pursuant to the Borrower Acknowledgment and Assumption, no Borrower Credit Party (or any pledgor under the Dynavox Pledge Agreement) may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each all of the Banks and, provided furtherBanks; and PROVIDED FURTHER, that although any Bank may transfer, assign or grant participations in its rights as provided hereunder, such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment Commitments or Loans hereunder except as provided in Section 12.04(b13.04(b)) and the transferee, assignee or participant, as the case may be, participant shall not constitute a "Bank" hereunder and, provided furtherhereunder; and PROVIDED FURTHER, that no Bank shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the Revolving Loan Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation Commitments in which such participant is participating over the amount thereof then in effect (it being understood that a waiver of any Default conditions precedent, covenants, Defaults or Event Events of Default or of a mandatory reduction in the Total Commitment or of a mandatory prepayment shall not constitute a change an increase of the Commitment in which any participant is participating, that an increase in the terms available portion of such participationany Commitment of any Bank shall not constitute an increase in the Commitment in which any participant is participating, and that an increase in the Total any Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof), (ii) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under this Agreement or (iii) release all or substantially all of the Collateral under all of the Security Documents (in each case except as expressly provided in the Credit Documents), or any Guarantor or Guaranty (in each case except as expressly provided in the relevant Credit Documents) supporting the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000.
Appears in 1 contract
Benefit of Agreement. (a) This Agreement shall be binding -------------------- upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that no Borrower Credit Party may assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks and, provided further, that that, although any Bank may transfer, assign or grant participations in its rights as provided hereunder, such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment hereunder except as provided in Section 12.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that no Bank shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Letter of Credit (unless such Letter of Credit is not extended beyond the Revolving Loan Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereofthereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 12.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total any Commitment shall not constitute a change in the terms of such participation, and that an increase in the Total any Commitment or Loan shall be permitted without the consent of any participant if the such participant's participation is not increased as a result thereof), (ii) consent to the assignment or transfer by the any Borrower of any of its rights and obligations under this Agreement to the extent relating to such participation or (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents). In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000.
Appears in 1 contract
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, PROVIDED that no the Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks and, provided further, that although any Banks. Each Bank may transfer, assign or at any time grant participations in any of its rights as provided hereunder, such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or under any portion of its Commitment hereunder except as provided Notes to another financial institution; PROVIDED that in Section 12.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that no Bank shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would extend the final scheduled maturity of any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in the Total Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof). In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding , except that the foregoingparticipant shall be entitled to receive the additional amounts under Sections 1.11, so long as 1.12 and 3.04 to, and only to, the extent that such Bank would be entitled to such benefits if the participation had not been entered into or sold; and PROVIDED FURTHER that no Bank shall transfer, grant or assign any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Competitive Bid Loan or Note in which such participant is participating or reduce the rate or extend the time of payment of interest thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates) or Fees, or reduce the principal amount thereof, or increase the Commitment in which such participant is participating over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default exists or of a mandatory reduction in the Total Commitment or of a mandatory prepayment shall not constitute a change in the terms of any Commitment and is continuing, that an increase in any Commitment shall be permitted without the prior written consent of any participant therein if such participant's participation is not increased as a result thereof), (ii) release all or substantially all of the Borrowers, no Bank may grant a participation Collateral (except as expressly provided in the Credit Documents) or (iii) consent to the assignment or transfer by the Borrower of any of its rights hereunder to and obligations under this Agreement or any participant which owns a majority interest other Credit Document except in a no-load mutual fund company accordance with assets under management of greater than $15,000,000,000the terms hereof and thereof.
Appears in 1 contract
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that no Borrower Credit Agreement Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks Lenders and, provided provided, further, that that, although any Bank Lender may (without the consent of any Credit Party) transfer, assign or grant participations in its rights as provided hereunder, such Bank Lender shall remain a "Bank" “Lender” for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment Commitments or Loans hereunder except as provided in Section 12.04(b13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" “Lender” hereunder and, provided provided, further, that no Bank Lender shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except (I) to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan Loan, Note, Letter of Credit or Bank Guaranty (unless such Letter of Credit or Bank Guaranty is not extended beyond the CL Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's ’s participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or of a mandatory repayment of Loans shall not constitute a change in the terms of such participation, and that an increase in the Total any Commitment or Loan shall be permitted without the consent of any participant if the participant's ’s participation is not increased as a result thereofthereof and that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), notwithstanding the fact that such amendment or modification actually results in such a reduction), (ii) consent to the assignment or transfer by any Credit Agreement Party of any of its rights and obligations under this Agreement or (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Security Documents) supporting the Obligations in which such participant is participating and (II) that, solely in the case of a participant (each, a “Voting Participant”) which (x) has purchased a participation interest in such Lender’s Commitments and/or outstanding Term Loans in a minimum aggregate amount (without duplication) of at least $2,000,000 on or after the Restatement Effective Date and (y) is (A) designated by such Lender to the U.S. Borrower and the Administrative Agent by written notice (a “Voting Participant Notice”) as being entitled to be accorded the rights of a “voting” participant hereunder, (B) approved by the U.S. Borrower and the Administrative Agent (such approvals not to be unreasonably withheld or delayed) and (C) not a Disqualified Voting Participant, such participant shall be entitled to vote with respect to each Tranche in which it holds a participation from such Lender (and the voting rights of such Lender for each such Tranche shall be correspondingly reduced), on a Dollar basis, as if such participant were a Lender under such Tranche on any matter requiring or allowing such Lender to provide or withhold its consent or to otherwise vote on any proposed action (with any Voting Participant Notice, with respect to any Voting Participant, to be effective only if same (a) states the full legal name of such Voting Participant, as well as the relevant contact information and administrative details for such Voting Participant, and (b) states the Dollar amount of the participation interest in each Tranche purchased). In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's ’s rights against such Bank Lender in respect of such participation to be those set forth in the agreement executed by such Bank Lender in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank Lender had not sold such participation. Notwithstanding ; provided that a Voting Participant shall have the foregoing, so long voting rights to which it is entitled as no Default or Event of Default exists and is continuing, without described in the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000preceding sentence.
Appears in 1 contract
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that no Borrower the Borrowers may not assign or transfer any of its rights, their respective rights or obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks andBanks; and provided, provided further, that that, although any Bank may transfer, assign or grant participations in its rights as provided hereunderhereunder and under the Notes, such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment hereunder except as provided in Section 12.04(b11.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder andhereunder; and provided, provided further, that no Bank shall transfer transfer, grant or grant assign any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would extend the final scheduled maturity of any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in the Total Commitment or Loan shall be permitted without requires the consent of any participant if 100% of the participant's participation is not increased Banks, as a result thereof)provided in Section 11.12. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participation, except that the participant shall be entitled to the benefits of Sections 2.10, 2.11 and 4.03 of this Agreement to the extent that such Bank would be entitled to such benefits if the participation had not been transferred, granted or assigned. Notwithstanding Promptly following the foregoingconsummation of any participation pursuant to this Section 11.04(a), so long as no Default or Event of Default exists and is continuing, without the prior written consent of Bank entering into such participation shall promptly notify the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000Borrowers thereof.
Appears in 1 contract
Samples: Credit Agreement (Omnicom Group Inc)
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that no Borrower Credit Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each all of the Banks and, provided further, that (x) no Bank may transfer or assign all or any portion of its Commitments hereunder except as provided in Section 12.04(b), (y) no Indemnity Participation may be assigned except as provided in Sections 1.14 and 12.04(c) and (z) although any Bank (including the Fronting Bank) may transfer, assign or grant participations in its rights as provided hereunderhereunder pursuant to this Section 12.04(a), such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment hereunder except as provided in Section 12.04(b)) and the transferee, assignee or participant, as the case may be, participant shall not constitute a "Bank" hereunder and, provided further, that no Bank shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except (I) to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the A Revolving Loan Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in the Total any Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof), (ii) consent to the assignment or transfer by any Borrower of any of its rights and obligations under this Agreement or (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) supporting the Loans hereunder in which such participant is participating and (II) in the case of an Indemnity Participation, as provided in Section 1.14. In the case of any such participationparticipation (other than an Indemnity Participation which shall be governed by the provisions of Section 1.14 and 12.04(c)), the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers a Borrower hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000.
Appears in 1 contract
Samples: Credit Agreement (Dade Behring Inc)
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, provided that no neither Holdings nor the Borrower may assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of all the Banks andLenders. Each Lender may, provided furtherin accordance with applicable law, that although at any Bank may transfer, assign or time grant participations in any of its rights hereunder or under any of the Notes to another financial institution or any fund that regularly invests in bank loans, provided that in the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation, except that the participant shall be entitled to the benefits of Section 2.10, Section 2.11, Section 3.5 and Section 5.4 of this Agreement to the extent that such Lender would be entitled to such benefits if the participation had not been entered into or sold and the participant shall, to the maximum extent permitted by applicable law, be deemed to have the right of setoff in respect of its participation in amounts owing under this Agreement to the same extent as if the amount of its participation were owing directly to it as a Lender under this Agreement provided hereunderthat, in purchasing such participation, such Bank participant shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment hereunder except be deemed to have agreed to share with the Lenders the proceeds thereof as provided in Section 12.04(b)12.6(b) and the transfereeas fully as if it were a Lender hereunder, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided provided, further, that no Bank Lender shall transfer transfer, grant or grant assign any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) waive any Term Loan Scheduled Repayment or extend the final scheduled maturity of any Loan or Note in which such participant is participatingparticipating (it being understood that any waiver of the application of any prepayment or the method of any application of any prepayment to, the amortization of the Term Loans shall not constitute a waiver of any Term Loan Scheduled Repayment or an extension of the final maturity date), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates) ), or reduce the principal amount thereof, or increase the amount of the such participant's participation ’s participating interest in any Commitment over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment Commitment, or a mandatory prepayment, shall not constitute a change in the terms of such participationany Commitment), and that an increase (ii) release Holdings or all or substantially all of the Subsidiary Guarantors from their obligations under their respective Guaranties except in accordance with the Total Commitment terms thereof, (iii) release all or Loan shall be permitted without substantially all of the Collateral except in accordance with the Credit Documents or (iv) consent to the assignment or transfer by Holdings or the Borrower of any participant if the participant's participation is not increased as a result thereof). In the case of any such participation, the participant shall not have any its rights and obligations under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000Document.
Appears in 1 contract
Samples: Credit Agreement (Air Transport Services Group, Inc.)
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, provided that no Borrower Credit Party may assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of all the Banks and, provided further, that although Lenders. Each Lender may at any Bank may transfer, assign or time grant participations in any of its rights as hereunder or under any of the Notes to another financial institution, provided that in the case of any such participation, (i) the participant shall not have any rights under this Agreement or any of the other Credit Documents, including rights of consent, approval or waiver (the participant's rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto), (ii) such Lender's obligations under this Agreement (including, without limitation, its Commitment hereunder, such Bank ) shall remain a "Bank" unchanged, (iii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iv) such Lender shall remain the holder of any Note for all purposes hereunder of this Agreement and (and may not transfer or assign all or any portion of its Commitment hereunder except as provided in Section 12.04(b)v) the Borrower, the Administrative Agent, and the transfereeother Lenders shall continue to deal solely and directly with the selling Lender in connection with such Lender's rights and obligations under this Agreement, assignee and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation, except that the participant shall be entitled to the benefits of sections 1.10, 1.11 and 4.4 of this Agreement to the extent that such Lender would be entitled to such benefits if the participation had not been entered into or participantsold, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that no Bank Lender shall transfer transfer, grant or grant sell any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would (x) extend the final scheduled maturity of any Loan the Loans in which such participant is participatingparticipating (it being understood that any waiver of the making of, or the application of any amortization payment or other prepayment or the method of any application of any prepayment to the amortization of the Loans shall not constitute an extension of the final maturity date thereof), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates) ), or reduce the principal amount thereof, or increase the amount of the such participant's participation participating interest in any Commitment over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of any mandatory prepayment or a mandatory reduction in the Total Commitment Commitment, or a mandatory prepayment, shall not constitute a change in the terms of such participationany Commitment), and that an increase (y) release all or substantially all of the Collateral (in each case except as expressly provided in the Total Commitment Credit Documents) or Loan shall be permitted without (z) consent to the consent assignment or transfer by the Parent and/or the Borrower of any participant if the participant's participation is not increased as a result thereof). In the case of any such participation, the participant shall not have any its rights and obligations under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) Parent Guaranty and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Vencor Inc)
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that no Borrower may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each all of the Banks and, provided further, that although any Bank may transfer, assign or grant participations in its rights as provided hereunder, such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment Commitments hereunder except as provided in Section 12.04(b13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that no Bank shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note or extend the expiry date of any Letter of Credit in which such participant is participatingpartici- pating beyond the Final Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in- crease in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver waivers or modifications of any Default conditions precedent, covenants, Defaults or Event Events of Default or of a mandatory reduction in the Total Commitment any Commitments shall not constitute a change in the terms of such participation, and that an increase in the Total any Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof), (ii) consent to the assignment or transfer by the Borrowers of any of their rights and obligations under this Agreement or (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) supporting the Loans and/or Letters of Credit hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000.
Appears in 1 contract
Samples: Credit Agreement (Interco Inc)
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, PROVIDED that no the Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks and, provided further, that although any Banks. Each Bank may transfer, assign or at any time grant participations in any of its rights as provided hereunder, such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or under any portion of its Commitment hereunder except as provided Notes to another financial institution; PROVIDED that in Section 12.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that no Bank shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would extend the final scheduled maturity of any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in the Total Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof). In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding , except that the foregoingparticipant shall be entitled to receive the additional amounts under Sections 1.11, so long as 1.12 and 3.04 to, and only to, the extent that such Bank would be entitled to such benefits if the participation had not been entered into or sold; and PROVIDED FURTHER that no Bank shall transfer, grant or assign any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Competitive Bid Loan or Note in which such participant is participating or reduce the rate or extend the time of payment of interest thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates) or Fees, or reduce the principal amount thereof, or increase the Commitment in which such participant is participating over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default exists or of a mandatory reduction in the Total Commitment or of a mandatory prepayment shall not constitute a change in the terms of any Commitment and is continuing, that an increase in any Commitment shall be permitted without the prior written consent of any participant therein if such participant's participation is not increased as a result thereof), or (ii) consent to the Borrowers, no Bank may grant a participation in assignment or transfer by the Borrower of any of its rights hereunder to and obligations under this Agreement or any participant which owns a majority interest other Credit Document except in a no-load mutual fund company accordance with assets under management of greater than $15,000,000,000the terms hereof and thereof.
Appears in 1 contract
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; providedPROVIDED, howeverHOWEVER, that no Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks and, provided further, that although any Banks. Each Bank may transfer, assign or at any time grant participations in any of its rights as provided hereunderhereunder or under any of the Notes to another financial institution; PROVIDED, such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment hereunder except as provided in Section 12.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided furtherHOWEVER, that no Bank shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would extend the final scheduled maturity of any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in the Total Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof). In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding , except that the foregoingparticipant shall be entitled to the benefits of Sections 1.10 and 4.04 of this Agreement to the extent that such Bank would be entitled to such benefits if the participation had not been entered into or sold; PROVIDED, so long as FURTHER, HOWEVER, that no Bank shall transfer, grant or assign any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note in which such participant is participating or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates), or reduce the principal amount thereof, or increase such participant's participating interest in any Commitment over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default exists and is continuingor of a mandatory reduction in the Total Commitment, without or a mandatory prepayment, shall not constitute a change in the prior written terms of any Commitment) or (ii) consent to the assignment or transfer by Borrower of the Borrowers, no Bank may grant a participation in any of its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets and obligations under management of greater than $15,000,000,000this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Global Marine Inc)
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that no Borrower Credit Agreement Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks Lenders and, provided further, that that, although any Bank Lender may (without the consent of any Credit Party) transfer, assign or grant participations in its rights as provided hereunder, such Bank Lender shall remain a "BankLender" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment Commitments or Loans hereunder except as provided in Section 12.04(b13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "BankLender" hereunder and, provided further, that no Bank Lender shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan, Note, or Letter of Credit or Bank Guaranty (unless such Letter of Credit or Bank Guaranty is not extended beyond the Revolving Loan Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or of a mandatory repayment of Loans shall not constitute a change in the terms of such participation, and that an increase in the Total any Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereofthereof and that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), notwithstanding the fact that such amendment or modification actually results in such a reduction), (ii) consent to the assignment or transfer by any Credit Agreement Party of any of its rights and obligations under this Agreement, (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Security Documents) supporting the Obligations in which such participant is participating or (iv) amend, modify or waive any provision of Section 8.22 or the Capital Call Agreement in any manner adverse to the interest of any Lender. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank Lender in respect of such participation to be those set forth in the agreement executed by such Bank Lender in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank Lender had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000.
Appears in 1 contract
Benefit of Agreement. (a) This Agreement shall be binding -------------------- upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto, and nothing herein is intended or shall be construed to give any other Person any right, remedy or claim under, to or in respect of this Agreement; provided, -------- however, that no Borrower Credit Party may assign or transfer any of its rights, ------- obligations or interest interests hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks and, Banks; and provided further, further that although any -------- ------- Bank may transfer, assign or grant participations in its rights as provided rights, obligations and interests hereunder, such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment Commitments or Loans hereunder except as provided in Section 12.04(b15.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, hereunder; and provided further, further that no Bank shall transfer or grant any participation under -------- ------- which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would would: (i) extend the final scheduled maturity of any Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the Revolving Loan Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation Commitments in which such participant is participating over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or of a mandatory prepayment shall not constitute a change in the terms of such participation, and that an increase in the Total any Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof), (ii) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under this Agreement or (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) supporting the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Parent or the Borrower hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000.
Appears in 1 contract
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns of the parties hereto; providedassigns, however, provided that no Borrower may assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of all the Banks and, provided further, that although Lenders. Each Lender may at any Bank may transfer, assign or time grant participations in any of its rights hereunder or under any of the Notes to another financial institution or any other "accredited investor" (as defined in SEC Regulation D), provided that in the case of any such participation, (i) the participant shall not have any rights under this Agreement or any of the other Credit Documents, including rights of consent, approval or waiver (the participant's rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto), (ii) such Lender's obligations under this Agreement (including, without limitation, its Commitment hereunder, such Bank ) shall remain a "Bank" unchanged, (iii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iv) such Lender shall remain the holder of any Note for all purposes hereunder of this Agreement and (and may not transfer or assign all or any portion of its Commitment hereunder except as provided in Section 12.04(b)v) the Borrowers, the Administrative Agent, and the transfereeother Lenders shall continue to deal solely and directly with the selling Lender in connection with such Lender's rights and obligations under this Agreement, assignee and all amounts payable by the Borrowers hereunder shall be determined as if such Lender had not sold such participation, except that the participant shall be entitled to the benefits of sections 2.9, 2.10 and 5.4 of this Agreement to the extent that such Lender would be entitled to such benefits if the participation had not been entered into or participantsold, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that no Bank Lender shall transfer transfer, grant or grant sell any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would (x) extend the final scheduled maturity of any Loan the Loans in which such participant is participatingparticipating (it being understood that any waiver of the making of, or the application of any amortization payment or other prepayment or the method of any application of any prepayment to the amortization of the Loans shall not constitute an extension of the final maturity date thereof), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates) ), or reduce the principal amount thereof, or increase the amount of the such participant's participation participating interest in any Commitment over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of any mandatory prepayment or a mandatory reduction in the Total Commitment Commitment, or a mandatory prepayment, shall not constitute a change in the terms of such participationany Commitment) or (y) release substantially all of the Collateral, and that an increase or release any Credit party from any obligations under any Security Document or the Subsidiary Guaranty, except in accordance with the Total Commitment explicit terms hereof or Loan shall be permitted without thereof, or (z) consent to the consent assignment or transfer by any Borrower of any participant if the participant's participation is not increased as a result thereof). In the case of any such participation, the participant shall not have any its rights and obligations under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000Agreement.
Appears in 1 contract
Samples: Credit Agreement (Safety Components International Inc)
Benefit of Agreement. (a) This Agreement and any amendments hereto shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns of the parties heretoand no other Person is intended to be a beneficiary hereof; provided, however, that no Borrower may not assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the all Banks and, provided further, that that, although any Bank may transfer, assign or grant participations in its rights as provided hereunder, (i) such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment hereunder except as provided in Section 12.04(b)) and the transferee, assignee or participant, as the case may be, participant shall not constitute a "Bank" hereunder andhereunder, provided further(ii) any such grant of a participation shall not require Borrower to file a registration statement with the SEC or qualify the Loans or the Notes under the blue sky laws of any state, (iii) such Bank, together with its Affiliates, shall continue at all times to hold beneficial interests in Loans and such Bank's portion of the Revolving Credit Facility Commitment having an aggregate principal amount of not less than an amount equal to: (y) twenty percent (20%) (or such lesser percentage as may be approved by Borrower and Agent) multiplied by (z) that Bank's pro rata share of the Revolving Credit Facility Commitment in effect at the time it first acquired its interests hereunder; provided, however, that such Bank's obligation shall be proportionately reduced to the extent that Borrower elects to reduce the Revolving Credit Facility Commitment pursuant to Section 2.12 hereof, (iv) no Bank shall transfer or grant any participation (other than to an Affiliate of such Bank) under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or of any other Credit Document agreement, instrument, or document executed in connection herewith, except to the extent such amendment to or waiver of this Agreement or of any other agreement, instrument, or document executed in connection herewith would (aa) extend the final scheduled maturity date of any Loan the Loans hereunder in which such participant is participating, or ; (bb) reduce the interest rate applicable to Loans hereunder in which such participant is participating; (cc) release all or extend a material portion of the time Collateral or guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Loans hereunder in which such participant is participating; (dd) postpone the payment of interest or Fees thereon (except in connection with a waiver the Commitment Fee or Letter of applicability of any post-default increase in interest rates) Credit Fee or reduce the principal amount thereof, or increase the amount of the Commitment Fee or Letter of Credit fee payable to such participant's participation over ; (ee) change the amount thereof then or due dates of scheduled principal repayments or prepayments; and (v) no Bank shall grant any participation (other than to an Affiliate of such Bank) unless either (xx) such participation is in effect an amount equal to or greater than Ten Million Dollars (it being understood that a $10,000,000), or (yy) the provisions of clause (iv) of this Section 11.5 to the contrary notwithstanding, such participation is granted upon terms under which the participant shall have no rights to approve any amendment or waiver of any Default or Event of Default provision hereof or of a mandatory reduction any other agreement, instrument, or document executed in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in the Total Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof)connection herewith. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents documents entered into in connection herewith (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers to any Bank hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000.
Appears in 1 contract
Samples: Credit Agreement (Southdown Inc)
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, PROVIDED that no Holdings and the Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks and, provided further, that although any Banks. Each Bank may transfer, assign or at any time grant participations in any of its rights as provided hereunder, such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or under any portion of its Commitment hereunder except as provided in Section 12.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that no Bank shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would extend the final scheduled maturity of any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then Notes to another financial institution, PROVIDED that in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in the Total Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof). In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding , except that the foregoingparticipant shall be entitled to the benefits of Sections 1.10, so long as 2.06 and 4.04 of this Agreement to the extent that such Bank would be entitled to such benefits if the participation had not been entered into or sold, and, PROVIDED FURTHER that no Bank shall transfer, grant or assign any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note in which such participant is participating (it being understood that any waiver of the application of any prepayment or the method of any application of any prepayment to, the amortization of the Term Loans shall not constitute an extension of the final maturity date), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates), or reduce the principal amount thereof, or increase such participant's participating interest in any Commitment over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default exists and is continuingor of a mandatory reduction in the Total Commitment, without or a mandatory prepayment, shall not constitute a change in the prior written consent terms of any Commitment), (ii) release all or substantially all of the Borrowers, no Bank may grant a participation in Collateral or (iii) consent to the assignment or transfer by any Credit Party of any of its rights hereunder to and obligations under this Agreement or any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000other Credit Document.
Appears in 1 contract
Samples: Credit Agreement (Amtrol Inc /Ri/)
Benefit of Agreement. (a) This Agreement shall be binding -------------------- upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that no Borrower Credit Party may assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks and, provided further, that that, although any Bank may transfer, assign or grant participations in its rights as provided hereunder, such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment hereunder except as provided in Section 12.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that no Bank shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Letter of Credit (unless such Letter of Credit is not extended beyond the Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in the Total any Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof), (ii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement to the extent relating to such participation or (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents). In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000.
Appears in 1 contract
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that no the Borrower may not at any time assign or transfer any of its rights, rights or obligations or interest hereunder or under hereunder. Each Lender may at any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks and, provided further, that although any Bank may transfer, assign or time grant participations in its rights as provided hereunder, such Bank shall remain a "Bank" for all purposes hereunder (and may not or under the Notes or transfer or assign all or any portion of its Commitment rights hereunder except as provided or under the Notes, in Section 12.04(b)) and the transferee, assignee or participant, as the each case may be, shall not constitute a "Bank" hereunder and, provided further, that no Bank shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would extend the final scheduled maturity of any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in the Total Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof). In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the BorrowersBorrower, no Bank such consent not to be unreasonably withheld by the Borrower and such consent to be deemed to be given unless within seven (7) Business Days of its receipt of notice of such Lender's intention to grant participations or transfer or assign its rights, the Borrower refuses its consent on reasonable grounds stated in its refusal. Any Lender may grant assign all or a participation portion of its rights to one or more other banks or financial institutions, each of which assignees shall become a party to this Agreement as Lender by execution of an assignment and assumption agreement in the form set out in Schedule III (the "Assignment and Assumption Agreement"), provided that (i) new Notes will be issued to such new Lender and to the assigning Lender upon the request of such new Lender or assigning Lender, (ii) the Agent shall receive at the time of each such assignment, from the assigning Lender, the payment of a non-refundable assignment fee of U.S. $3,000 and (iii) promptly after such assignment, the Borrower shall have received from the Agent notice of any such assignment, together with a copy of the Assignment and Assumption Agreement relating thereto. If any Lender assigns all or a part of its rights hereunder or under the Notes to any participant which owns other Person, any reference to such Lender in this Agreement or any other Transaction Agreement shall thereafter refer to such other Person to the extent of its interests. The Borrower will not be liable for any increased costs arising solely as a majority interest in a no-load mutual fund company with assets under management result of greater than $15,000,000,000any assignment, transfer or participations granted by any Lender of any of its rights hereunder.
Appears in 1 contract
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; providedPROVIDED, howeverHOWEVER, that no the Borrower may not assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks and, provided furtherPROVIDED FURTHER, that that, although any Bank may transfer, assign or grant participations in its rights as provided hereunder, such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment Commitments or Loans hereunder except as provided in Section 12.04(b13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided furtherPROVIDED FURTHER, that no Bank shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the Revolving Loan Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or of a mandatory repayment of Loans shall not constitute a change in the terms of such participation, and that an increase in the Total any Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereofthereof and that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i)), (ii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement or (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Security Documents) supporting the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000.
Appears in 1 contract
Benefit of Agreement. (a) This Agreement shall be binding upon and inure -------------------- to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that no the Borrower may not assign or transfer -------- ------- any of its rights, obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks and, provided further, that although any Bank may transfer, assign or grant participations in its rights as provided hereunder, such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment hereunder except as provided in Section 12.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that no Bank shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would extend the final scheduled maturity of any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in the Total Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof). In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the BorrowersLender; provided that Borrower may assign or transfer, no Bank without -------- the consent of Lender, all of its rights, obligations and interest under this Agreement to any affiliate of Borrower to which Borrower transfers all of the Security Agreement Collateral so long as the Amended JVA is amended to admit such transferee into the Venture and the transferee executes new loan documents in substantially the form of the Loan Documents with such changes thereto as may grant be necessary to reflect that the transferee is the borrower and debtor thereunder and otherwise in form and substance satisfactory to the Lender. This Agreement is for the benefit of the Lender and for such other Person or Persons as may from time to time become or be the holders of any of the Indebtedness, and this Agreement shall be transferable and negotiable with the same force and effect and to the same extent as the Indebtedness may be transferrable, it being understood that, upon the transfer or assignment by the Lender of any of the Indebtedness, the legal holder of such Indebtedness shall have all of the rights granted to the Lender under this Agreement. The Borrower hereby recognizes and agrees that the Lender may, from time to time, one or more times, transfer all or any portion of the Indebtedness to one or more third Persons. Such transfers may include, but are not limited to, sales of participation interests in such Indebtedness in favor of one or more third party lenders. The Borrower specifically agrees and consents to all such transfers and assignments, and the Borrower further waives any subsequent notice of and right to consent to any such transfers and assignments as may be provided under applicable law. The Borrower additionally agrees that the purchaser of a participation in its rights hereunder to any participant which owns a majority interest in the Indebtedness will be considered as the absolute owner of a no-load mutual fund company with assets percentage interest of such Indebtedness and that such a purchaser will have all of the rights granted to the purchaser under management any participation agreement governing the sale of greater than $15,000,000,000such participation interest.
Appears in 1 contract
Samples: Loan Agreement (HCS Ii Inc)
Benefit of Agreement. (a) This The provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors successors, assigns, heirs, beneficiaries and assigns representatives of the parties heretoBorrower and NBE; provided, however, that no Borrower may not assign or transfer Transfer any of its rights, obligations or interest hereunder or rights under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) this Agreement without the prior written consent of each NBE, and any prohibited assignment shall be void. No consent by NBE to any assignment shall release Borrower from its liability for the Obligations. For the avoidance of doubt, no Borrower consent is required to the Banks and, provided further, that although any Bank may transfer, assign or grant participations in its rights as provided hereunder, such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment hereunder except as provided in Section 12.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that no Bank shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver assignment by NBE of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would extend the final scheduled maturity of any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except and all rights hereunder in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount an assignment of the participant's participation over the amount thereof then this Agreement, provided that (i) if NBE determines, in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participationits discretion, and that an increase in the Total Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof). In the case of any such participation, the participant shall not have any rights under to assign this Agreement or to any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoingPerson, so long as no Default or Event of Default exists has occurred and is continuing, without NBE shall provide not less than thirty (30) calendar days’ notice to Borrower within which period Borrower may refinance the prior written Obligations, repay the Obligations or consent to the proposed NBE assignment, or (ii) if a proposed notice of assignment is given by NBE after the Borrowersoccurrence of a Default or Event of Default under this Agreement, no Bank may grant a participation in NBE shall not assign this Agreement and its rights hereunder without first providing not less than five (5) Business Days’ notice to Borrower and to any participant which owns holders of Subordinated Debt party to a majority interest Subordination Agreement with NBE. If, during such five (5) Business Day period, either Borrower or Creditor notify NBE that one or more transactions shall be consummated that will result in a no-load mutual fund company repayment of the Obligations being consummated (by refinance or otherwise) within a further ten (10) Business Day period following the expiry of such initial five (5) Business Day notice period, then NBE shall not assign this Agreement until the expiration of such additional ten (10) Business Day period. Borrower and Creditor shall execute such documents as NBE may request to reflect any of the foregoing assignments of this Agreement, the other Loan Documents and the rights and obligations thereunder consistent with assets under management the foregoing in favor of greater than $15,000,000,000a new assignee.
Appears in 1 contract
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns of the parties hereto; providedassigns, however, PROVIDED that no Borrower may assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of all the Banks and, provided further, that although Lenders. Each Lender may at any Bank may transfer, assign or time grant participations in any of its rights hereunder or under any of the Notes to another financial institution or any other "accredited investor" (as provided defined in SEC Regulation D), PROVIDED that in the case of any such participation, (i) the participant shall not have any rights under this Agreement or any of the other Credit Documents, including rights of consent, approval or waiver (the participant's rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto), (ii) such Lender's obligations under this Agreement (including, without limitation, its Commitment hereunder, such Bank ) shall remain a "Bank" unchanged, (iii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iv) such Lender shall remain the holder of any Note for all purposes hereunder of this Agreement and (and may not transfer or assign all or any portion of its Commitment hereunder except as provided in Section 12.04(b)v) the Borrower, the Administrative Agent, and the transfereeother Lenders shall continue to deal solely and directly with the selling Lender in connection with such Lender's rights and obligations under this Agreement, assignee and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation, except that the participant shall be entitled to the benefits of sections 2.10, 2.11 and 5.4 of this Agreement to the extent that such Lender would be entitled to such benefits if the participation had not been entered into or participantsold, as the case may be, shall not constitute a "Bank" hereunder and, provided furtherPROVIDED FURTHER, that no Bank Lender shall transfer transfer, grant or grant sell any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would (x) extend the final scheduled maturity of any Loan the Loans in which such participant is participatingparticipating (it being understood that any waiver of the making of, or the application of any amortization payment or other prepayment or the method of any application of any prepayment to the amortization of the Loans shall not constitute an extension of the final maturity date thereof), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates) ), or reduce the principal amount thereof, or increase the amount of the such participant's participation participating interest in any Commitment over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of any mandatory prepayment or a mandatory reduction in the Total Commitment Commitment, or a mandatory prepayment, shall not constitute a change in the terms of such participation, and that an increase in any Commitment) or (y) consent to the Total Commitment assignment or Loan shall be permitted without transfer by the consent Borrower of any participant if the participant's participation is not increased as a result thereof). In the case of any such participation, the participant shall not have any its rights and obligations under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000Agreement.
Appears in 1 contract
Samples: Credit Agreement (Essef Corp)
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto, all future holders of the Notes, and their respective successors and assigns of the parties heretoassigns; provided, however, provided that no Borrower Credit Party may assign or transfer any of its rights, obligations or interest interests hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks andBanks; and provided, provided further, that although any the rights of each Bank may to transfer, assign or grant participations in its rights and/or obligations hereunder shall be limited as set forth below in this Section 11.04; provided hereunder, that nothing in this Section 11.04 shall prevent or prohibit any Bank from (i) pledging its Loans hereunder to a Federal Reserve Bank in support of borrowings made by such Bank from such Federal Reserve Bank and (ii) granting participations in or assignments of such Bank's Loans, Notes and/or Commitments hereunder to its parent company and/or to any Affiliate of such Bank that is at least 50% owned by such Bank or its parent company. The Borrower shall remain issue new Notes to such assignees in conformity with Section 1.05 and the assignor shall return the old Notes to the Borrower. Upon the effectiveness of any assignment in accordance with clause (ii) above, the assignee, if not a Bank, will become a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment hereunder except as provided in Section 12.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that no Bank shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any and the other Credit Document except Documents and, to the extent such amendment or waiver would extend the final scheduled maturity of any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participationassignment, and that an increase in the Total Commitment or Loan assigning Bank shall be permitted without relieved of its obligations hereunder with respect to the consent of any participant if the participant's participation is not increased as a result thereof)Commitments being assigned. In the case of any such participationparticipation in accordance with clause (ii) above, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such the granting Bank in respect of such participation to be those set forth in the agreement executed by with such Bank in favor of the participant relating theretocreating such participation) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event ; provided that such participant shall be considered to be a "Bank" for purposes of Default exists Sections 11.02 and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,00011.06(b).
Appears in 1 contract
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that no Borrower Credit Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each all of the Banks and, provided further, that that, although any Bank may transfer, assign or grant participations in its rights as provided hereunder, such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment Commitments hereunder except as provided in Section 12.04(b)) and the transferee, assignee or participant, as the case may be, participant shall not constitute a "Bank" hereunder and, provided further, that no Bank shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the Final Maturity Date for Revolving Loans) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in the Total any Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof), (ii) consent to the assignment or transfer by Holdings or the Borrower of any of their rights and obligations under this Agreement or (iii) release all or substantially all of the Collateral supporting the Loans hereunder in which such participant is participating, except in connection with Asset Sales otherwise permitted hereunder. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000.
Appears in 1 contract
Samples: Credit Agreement (Pine Holdings Inc)
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, PROVIDED that no Borrower Credit Party may assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of all the Banks andLenders, provided furtherand PROVIDED, FURTHER, that although any Bank assignment by a Lender of any of its rights or obligations hereunder shall be made in accordance with section 12.4(b) hereof. Notwithstanding the foregoing, each Lender may transfer, assign or at any time grant participations in any of its rights as provided hereunder or under any of the Notes to another financial institution, PROVIDED that in the case of any such participation, (i) the participant shall not have any rights under this Agreement or any of the other Loan Documents, including rights of consent, approval or waiver (the participant's rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto), (ii) such Lender's obligations under this Agreement (including, without limitation, its Commitment hereunder, such Bank ) shall remain a "Bank" unchanged, (iii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iv) such Lender shall remain the holder of any Note for all purposes hereunder of this Agreement and (and may not transfer or assign all or any portion of its Commitment hereunder except as provided in Section 12.04(b)v) the Borrower, the Administrative Agent, and the transfereeother Lenders shall continue to deal solely and directly with the selling Lender in connection with such Lender's rights and obligations under this Agreement, assignee and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation, except that the participant shall be entitled to the benefits of sections 1.10, 1.11 and 4.4 of this Agreement to the extent that such Lender would be entitled to such benefits if the participation had not been entered into or participantsold, as the case may be, shall not constitute a "Bank" hereunder and, provided furtherPROVIDED FURTHER, that no Bank Lender shall transfer transfer, grant or grant sell any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Loan Document except to the extent such amendment or waiver would (x) extend the final scheduled maturity of any Loan the Loans in which such participant is participatingparticipating (it being understood that any waiver of the making of, or the application of, any prepayment of the principal of the Loans shall not constitute an extension of the final maturity date thereof), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates) ), or reduce the principal amount thereof, or increase the amount of the such participant's participation participating interest in any Commitment over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of any mandatory prepayment or a mandatory reduction in the Total Commitment Commitment, or a mandatory prepayment, shall not constitute a change in the terms of such participation, and that an increase in any participating interest in any Commitment), (y) release all or any substantial portion of the Total Commitment Collateral (in each case except as expressly provided in the Loan Documents) or Loan shall be permitted without (z) consent to the consent assignment or transfer by the Borrower of any participant if the participant's participation is not increased as a result thereof). In the case of any such participation, the participant shall not have any its rights and obligations under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000Agreement.
Appears in 1 contract
Samples: Credit Agreement (First Union Real Estate Equity & Mortgage Investments)
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; providedPROVIDED, howeverHOWEVER, that no Borrower the Company may not assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks and, provided furtherPROVIDED FURTHER, that although any Bank may transfer, assign or grant participations in its rights as provided hereunder, such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment Commitments hereunder except as provided in Section 12.04(b13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided furtherPROVIDED FURTHER, that no Bank shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the Final Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereofthere- of, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory Commitment reduction in the Total Commitment or of a mandatory prepayment shall not constitute con- stitute a change in the terms of such participation, and that an increase in the Total any Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof)) or (ii) consent to the assign- ment or transfer by the Company of any of its rights and obliga- tions under this Agreement. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Company hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000.
Appears in 1 contract
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; providedPROVIDED, howeverHOWEVER, that no Borrower Credit Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks (it being understood that this Section 13.04 shall not prevent a merger or consolidation otherwise permitted by this Agreement) and, provided furtherPROVIDED FURTHER, that that, although any Bank may transfer, assign or grant participations in its rights as provided hereunder, such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment Commitments hereunder except as provided in Section 12.04(b13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided furtherPROVIDED FURTHER, that no Bank shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the Revolving Loan Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in the Total any Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof), (ii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement or (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) supporting the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000.
Appears in 1 contract
Benefit of Agreement. (axxxv) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; providedPROVIDED, howeverHOWEVER, that no Borrower Credit Agreement Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks Lenders, except that (i) any U.K. Borrower may assign or transfer its rights, obligations and interests hereunder to another U.K. Borrower with the consent of the Majority Lenders holding Multicurrency Facility Revolving Loan Commitments (whereupon such assigning U.K. Borrower shall cease to be a U.K. Borrower hereunder and shall be relieved of its obligations as such hereunder), so long as concurrently with any such assignment, such assigning U.K. Borrower is sold in accordance with the requirements of Section 9.02 and (ii) any U.K. Borrower may merge into or consolidate with any other U.K. Borrower, in each case in accordance with the requirements of Section 9.02(ix) and, provided furtherPROVIDED FURTHER, that that, although any Bank Lender may transfer, assign or grant participations in its rights as provided hereunder, such Bank Lender shall remain a "BankLender" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment Commitments hereunder except as provided in Section 12.04(b13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "BankLender" hereunder and, provided furtherPROVIDED FURTHER, that no Bank Lender shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the Revolving Loan Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory repayment of Term Loans or a mandatory reduction in the Total Commitment Commitments shall not constitute a change in the terms of such participation, and that an increase in the Total any Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof), (ii) consent to the assignment or transfer by any Credit Agreement Party of any of its rights and obligations under this Agreement (except in the circumstances permitted by the exception to the first proviso to this sentence) or (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) supporting the Obligations hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank Lender in respect of such participation to be those set forth -204- in the agreement executed by such Bank Lender in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank Lender had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000.
Appears in 1 contract
Samples: Credit Agreement (Vertis Inc)
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns of assigns, PROVIDED that the parties hereto; provided, however, that no Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of all the Banks Lenders, and, provided furtherPROVIDED, FURTHER, that although any Bank assignment by a Lender of its rights and obligations hereunder shall be effected in accordance with section 12.4(b). Notwithstanding the foregoing, each Lender may transfer, assign or at any time grant participations in any of its rights hereunder or under any of the Notes to (x) another Lender that is not a Defaulting Lender or to an Affiliate of such Lender which is a commercial bank, financial institution or other "accredited investor" (as provided defined in SEC Regulation D), and (y) one or more Eligible Transferees, PROVIDED that in the case of any such participation, (i) the participant shall not have any rights under this Agreement or any of the other Credit Documents, including rights of consent, approval or waiver (the participant's rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto), (ii) such Lender's obligations under this Agreement (including, without limitation, its Commitment hereunder, such Bank ) shall remain a "Bank" unchanged, (iii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iv) such Lender shall remain the holder of any Note for all purposes hereunder of this Agreement and (and may not transfer or assign all or any portion of its Commitment hereunder except as provided in Section 12.04(b)v) the Borrower, the Administrative Agent, and the transfereeother Lenders shall continue to deal solely and directly with the selling Lender in connection with such Lender's rights and obligations under this Agreement, assignee and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation, except that the participant shall be entitled to the benefits of sections 2.9 and 2.10 of this Agreement to the extent that such Lender would be entitled to such benefits if the participation had not been entered into or participantsold, as the case may be, shall not constitute a "Bank" hereunder and, provided furtherPROVIDED FURTHER, that no Bank Lender shall transfer transfer, grant or grant sell any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would (x) extend the final scheduled maturity of any Loan the Loans in which such participant is participatingparticipating (it being understood that any waiver of the making of, or the application of , any mandatory prepayment to such Loans shall not constitute an extension of the final maturity date thereof), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates) ), or reduce the principal amount thereof, or increase the amount of the such participant's participation participating interest in any Commitment over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of any mandatory prepayment or a mandatory reduction in the Total Commitment such Commitment, or a mandatory prepayment, shall not constitute a change in the terms of any such participationCommitment) or (y) release any Credit Party from its obligations under the Subsidiary Guaranty (once executed and delivered), and that an increase or release all or any substantial portion of the Collateral, in each case except strictly in accordance with the Total Commitment terms of the Credit Documents, or Loan shall be permitted without (z) consent to the consent assignment or transfer by the Borrower of any participant if the participant's participation is not increased as a result thereof). In the case of any such participation, the participant shall not have any its rights and obligations under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000Agreement.
Appears in 1 contract
Samples: Credit Agreement (Royal Appliance Manufacturing Co)
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that no Borrower Credit Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each all of the Banks and, Banks; and provided further, that although any Bank may transfer, assign or grant participations in its rights as provided hereunder, such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment Commitments or Loans hereunder except as provided in Section 12.04(b11.04(b)) and the transferee, assignee or participant, as the case may be, participant shall not constitute a "Bank" hereunder and, hereunder; and provided further, that no Bank shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation Commitments in which such participant is participating over the amount thereof then in effect (it being understood that a waiver of any Default conditions precedent, covenants, Defaults or Event Events of Default or of a mandatory reduction in the Total Commitment shall not constitute a change an increase of the Commitment in which any participant is participating, that an increase in the terms available portion of such participationany Commitment of any Bank shall not constitute an increase in the Commitment in which any participant is participating, and that an increase in the Total any Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof), (ii) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under this Agreement or (iii) release all or substantially all of the Collateral (except as expressly provided in the Pledge Agreement). In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000.
Appears in 1 contract
Samples: Credit Agreement (Gleason Corp /De/)
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that no the Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks and, provided further, that although any Banks. Each Bank may transfer, assign or at any time grant participations in any of its rights as provided hereunder, such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or under any portion of its Commitment hereunder except as Notes to any bank or other financial institution; provided that in Section 12.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that no Bank shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would extend the final scheduled maturity of any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in the Total Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof). In the case of any such participation, (i) such Bank's obligations under this Agreement shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations (iii) the participant shall agree to be bound by the confidentiality provisions contained in Section 11.15 and (iv) the participant shall not have any rights under this Agreement or any of the other Credit Documents Documents, including rights of consent, approval or waiver (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding , except that the foregoingparticipant shall be entitled to receive the additional amounts under Sections 1.10, so long as 1.11 and 3.04 of this Agreement to, and only to, the extent that, and in no greater amount than, such Bank would be entitled to such benefits if the participation had not been entered into or sold; and provided further, that no Bank shall transfer, grant or assign any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend any Scheduled Repayment or the final scheduled maturity of any Loan or Note in which such participant is participating (it being understood that any waiver of the application of any prepayment or the method of application of 78 any prepayment to the amortization of, the Loans shall not constitute an extension of a Scheduled Repayment or the final scheduled maturity date), or reduce the rate or extend the time of payment of interest thereon or Fees, or reduce the principal amount thereof, or increase such participant's participating interest in any Commitment or Loan over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default exists or of a mandatory reduction in the Total Commitment or of a mandatory repayment or prepayment shall not constitute a change in the terms of any Commitment and is continuing, that an increase in any Commitment shall be permitted without the prior written consent of any participant if such participant's participation is not increased as a result thereof), (ii) release all or any material portion of the Borrowers, no Bank may grant a participation Collateral (except as expressly provided in the Credit Documents) or (iii) consent to the assignment or transfer by the Borrower of any of its rights hereunder to and obligations under this Agreement or any participant which owns a majority interest other Credit Document except in a no-load mutual fund company accordance with assets under management of greater than $15,000,000,000the terms hereof and thereof.
Appears in 1 contract
Samples: Credit Agreement (Universal American Financial Corp)
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, provided that no the Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of all the Banks andLenders. Each Lender may, provided furtherin accordance with applicable law, that although at any Bank may transfer, assign or time grant participations in any of its rights hereunder or under any of the Notes to another financial institution or any fund that regularly invests in bank loans, provided that in the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation, except that the participant shall be entitled to the benefits of Sections 1.10, 1.11, 2.5 and 4.4 of this Agreement to the extent that such Lender would be entitled to such benefits if the participation had not been entered into or sold and the participant shall, to the maximum extent permitted by applicable law, be deemed to have the right of setoff in respect of its participation in amounts owing under this Agreement to the same extent as if the amount of its participation were owing directly to it as a Lender under this Agreement provided hereunderthat, in purchasing such participation, such Bank participant shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment hereunder except be deemed to have agreed to share with the Lenders the proceeds thereof as provided in Section 12.04(b)12.6(b) and the transfereeas fully as if it were a Lender hereunder, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided provided, further, that no Bank Lender shall transfer transfer, grant or grant assign any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) waive any Scheduled Repayment or extend the final scheduled maturity of any Loan or Note in which such participant is participatingparticipating (it being understood that any waiver of the application of any prepayment or the method of any application of any prepayment to, the amortization of the Term Loans shall not constitute a waiver of any Scheduled Repayment or an extension of the final maturity date), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates) ), or reduce the principal amount thereof, or increase the amount of the such participant's participation ’s participating interest in any Commitment over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment Commitment, or a mandatory prepayment, shall not constitute a change in the terms of such participationany Commitment), and that an increase (ii) release all or substantially all of the Subsidiary Guarantors from their obligations under their respective Guaranties except in accordance with the Total Commitment terms thereof, (iii) release all or Loan shall be permitted without substantially all of the Collateral except in accordance with the Credit Documents or (iv) consent to the assignment or transfer by the Borrower of any participant if the participant's participation is not increased as a result thereof). In the case of any such participation, the participant shall not have any its rights and obligations under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000Document.
Appears in 1 contract
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, provided that no the Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks and, provided further, that although Lenders. Each Lender may at any Bank may transfer, assign or time grant participations in any of its rights as hereunder or under any of the Notes to another financial institution, provided hereunderthat in the case of any such participation, such Bank the participant shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all have any rights under this Agreement or any portion of its Commitment hereunder except as provided the other Credit Documents (the participant’s rights against such Lender in Section 12.04(b)respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto) and all amounts payable by the transfereeBorrower hereunder shall be determined as if such Lender had not sold such participation, assignee except that the participant shall be entitled to the benefits of Sections 1.10, 1A.06 and 3.04 of this Agreement to the extent that such Lender would be entitled to such benefits if the participation had not been entered into or participantsold, as the case may be, shall not constitute a "Bank" hereunder and, provided provided, further, that no Bank Lender shall transfer transfer, grant or grant assign any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note in which such participant is participatingparticipating (it being understood that any waiver of any prepayment of, or the method of any application of any prepayment to, the Loans shall not constitute an extension of the Maturity Date therefor), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates) ), or reduce the principal amount thereof, or increase the amount of the such participant's participation ’s participating interest in any Commitment over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute a change in the terms of such participation117 any Commitment), and that an increase in (ii) release all or substantially all of the Total Commitment Collateral, (iii) release all or Loan shall be permitted without substantially all of the Subsidiaries from the Subsidiary Guaranty (except as provided therein) or (iv) consent to the assignment or transfer by the Borrower of any participant if the participant's participation is not increased as a result thereof). In the case of any such participation, the participant shall not have any its rights and obligations under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000Document.
Appears in 1 contract
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that no neither Borrower may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks andLenders and provided, provided further, that that, although any Bank Lender may (without the consent of any Credit Party) transfer, assign or grant participations in its rights as provided hereunder, such Bank Lender shall remain a "Bank" “Lender” for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment Commitments or Loans hereunder except as provided in Section 12.04(b13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" “Lender” hereunder andand provided, provided further, that no Bank Lender shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except (I) to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan Loan, Note, Letter of Credit or Bank Guaranty (unless such Letter of Credit or Bank Guaranty is not extended beyond the CL Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's ’s participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or of a mandatory repayment of Loans shall not constitute a change in the terms of such participation, and that an increase in the Total any Commitment or Loan shall be permitted without the consent of any participant if the participant's ’s participation is not increased as a result thereofthereof and that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), notwithstanding the fact that such amendment or modification actually results in such a reduction), (ii) consent to the assignment or transfer by any either Borrower of any of its rights and obligations under this Agreement or (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Security Documents) supporting the Obligations in which such participant is participating and (II) that, solely in the case of a participant (each, a “Voting Participant”) which (x) has purchased a participation interest in such Lender’s Commitments and/or outstanding Term Loans in a minimum aggregate amount (without duplication) of at least $2,000,000 on or after the Amendment No. 3 Effective Date and (y) is (A) designated by such Lender to the U.S. Borrower and the Administrative Agent by written notice (a “Voting Participant Notice”) as being entitled to be accorded the rights of a “voting” participant hereunder, (B) approved by the U.S. Borrower and the Administrative Agent (such approvals not to be unreasonably withheld or delayed) and (C) not a Disqualified Voting Participant, such participant shall be entitled to vote with respect to each Tranche in which it holds a participation from such Lender (and the voting rights of such Lender for each such Tranche shall be correspondingly reduced), on a Dollar basis, as if such participant were a Lender under such Tranche on any matter requiring or allowing such Lender to provide or withhold its consent or to otherwise vote on any proposed action (with any Voting Participant Notice, with respect to any Voting Participant, to be effective only if same (a) states the full legal name of such Voting Participant, as well as the relevant contact information and administrative details for such Voting Participant, and (b) states the Dollar amount of the participation interest in each Tranche purchased). In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's ’s rights against such Bank Lender in respect of such participation to be those set forth in the agreement executed by such Bank Lender in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank Lender had not sold such participation. Notwithstanding ; provided that a Voting Participant shall have the foregoing, so long voting rights to which it is entitled as no Default or Event of Default exists and is continuing, without described in the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000preceding sentence.
Appears in 1 contract
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that no Borrower the Borrowers may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks (which, for purposes of this Section 12.04(a) includes the Swingline Bank) and, provided further, that that, although any Bank may transfer, assign or grant participations in its rights as provided hereunderhereunder and under the Notes, such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment hereunder except as provided in Section 12.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that no Bank shall transfer transfer, grant or grant assign any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would extend the final scheduled maturity of any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in the Total Commitment or Loan shall be permitted without requires the consent of any participant if 100% of the participant's participation is not increased Banks, as a result thereof)provided in Section 12.13. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participation, except that the participant shall be entitled to the benefits of Sections 2.10, 2.11 and 5.04 of this Agreement to the extent that such Bank would be entitled to such benefits if the participation had not been transferred, granted or assigned. Notwithstanding Promptly following the foregoingconsummation of any participation pursuant to this Section 12.04(a), so long as no Default or Event of Default exists and is continuing, without the prior written consent of Bank entering into such participation shall promptly notify the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000Borrowers thereof.
Appears in 1 contract
Samples: Credit Agreement (Omnicom Group Inc)
Benefit of Agreement. (a) This Agreement shall be binding upon -------------------- and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that no Borrower may assign or -------- ------- transfer any of its rights, obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks Banks, except as provided in clause (v) of the first proviso to Section 13.12(a), and, provided further, that that, although any Bank may transfer, assign or grant participations in its rights as provided ---------------- hereunder, such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment Commitments or Loans hereunder except as provided in Section 12.04(b13.04(b)) and the transferee, assignee or participant, as the case may be, participant shall not constitute a "Bank" hereunder and, provided further, that no Bank shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the relevant Final Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in crease in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or of a mandatory repayment of Loans shall not constitute a change in the terms of such participation, and that an increase in the Total any Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereofthereof and that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i)), (ii) consent to the assignment or transfer by any Borrower of any of its rights and obligations under this Agreement (except as provided in clause (v) of the first proviso to Section 13.12(a)) or (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Security Documents) supporting the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers any Borrower hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000.
Appears in 1 contract
Samples: Credit Agreement (MTL Inc)
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; providedPROVIDED, howeverHOWEVER, that no Borrower Credit Agreement Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks, except that (i) any U.S. Borrower may assign or transfer its rights, obligations and interests hereunder to another U.S. Borrower with the consent of the Required Banks (whereupon such assigning U.S. Borrower shall cease to be a Borrower hereunder and shall be relieved of its obligations hereunder), so long as concurrently with any such assignment such assigning U.S. Borrower (x) executes a counterpart of the Non-Borrower U.S. Subsidiaries Guaranty or (y) is sold in accordance with the requirements of Section 9.02, (ii) any U.K. Borrower may assign or transfer its rights, obligations and interests hereunder to another U.K. Borrower with the consent of the Majority U.K. Banks (whereupon such assigning U.K. Borrower shall cease to be a U.K. Borrower hereunder and shall be relieved of its obligations as such hereunder), so long as concurrently with any such assignment, such assigning U.K. Borrower is sold in accordance with the requirements of Section 9.02 and (iii) any U.S. Borrower may merge into or consolidate with any other U.S. Borrower and any U.K. Borrower may merge into or consolidate with any other U.K. Borrower, in each case in accordance with the requirements of Section 9.02(ix) and, provided furtherPROVIDED FURTHER, that that, although any Bank may transfer, assign or grant participations in its rights as provided hereunder, such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment Commitments hereunder except as provided in Section 12.04(b13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided furtherPROVIDED FURTHER, that no Bank 147 shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the Final Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in the Total any Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof), (ii) consent to the assignment or transfer by any Credit Agreement Party of any of its rights and obligations under this Agreement (except in the circumstances permitted by the exception to the first proviso to this sentence) or (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) supporting the Obligations hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000.
Appears in 1 contract
Samples: Credit Agreement (Big Flower Press Holdings Inc /Pred/)
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, provided that the Borrower (or after the Assumption Date no Borrower or any Starwood Guarantor) may assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks and, provided further, that although Lenders. Each Lender may at any Bank may transfer, assign or time grant participations in any of its rights as provided hereunder, such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or under any portion of its Commitment hereunder except as provided in Section 12.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder andNotes to another financial institution, provided further, that no Bank shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would extend the final scheduled maturity of any Loan 47 (x) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in the Total Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof). In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank Lender in respect of such participation to be those set forth in the agreement executed by such Bank Lender in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank Lender had not sold such participation. Notwithstanding , except that the foregoingparticipant shall be entitled to the benefits of Sections 1.10 and 3.04 of this Agreement to the extent that such Lender would be entitled to such benefits if the participation had not been entered into or sold and (y) no Lender shall transfer, so long as no grant or assign any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note in which such participant is participating (it being understood that any waiver of the application of any prepayment or the method of any application of any prepayment to, the Loans shall not constitute an extension of the final maturity date), or reduce the rate or extend the time of payment of interest (except in connection with a waiver of the applicability of any post-default increase in interest rates), or reduce the principal amount thereof, or increase such participant's participating interest in any commitment over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default exists and is continuingor of a mandatory reduction in the Total Commitment, without or a mandatory prepayment, shall not constitute a change in the prior written consent terms of any commitment), (ii) release all or substantially all of the Borrowers, no Bank may grant a participation in Collateral or (iii) consent to the assignment or transfer by any Credit Party of any of its rights hereunder to and obligations under this Agreement or any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000other Credit Document.
Appears in 1 contract
Samples: Loan Agreement (Starwood Hotel & Resorts Worldwide Inc)
Benefit of Agreement. (a) This Agreement shall be binding -------------------- upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, provided that no the Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks and, provided further, that although Lenders. Each Lender may at any Bank may transfer, assign or time grant participations in any of its rights as provided hereunder, such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or under any portion of its Commitment hereunder except as provided in Section 12.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder andNotes to another financial institution, provided further, that no Bank shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would extend the final scheduled maturity of any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in the Total Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof). In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank Lender in respect of such participation to be those set forth in the agreement executed by such Bank Lender in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank Lender had not sold such participation. Notwithstanding , except that the foregoingparticipant shall be entitled to the benefits of Sections 1.10 and 4.04 of this Agreement to the extent that such Lender would be entitled to such benefits if the participation had not been entered into or sold, so long as and, provided further that no Lender shall transfer, grant or assign any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Letter of Credit (unless such Letter of Credit is not extended beyond the Final Maturity Date) in which such participant is participating (it being understood that any waiver of the application of any prepayment or the method of any application of any prepayment to, the amortization of the Term Loans shall not constitute an extension of the final maturity date), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates), or reduce the principal amount thereof, or increase such participant's participating interest in any Commitment over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default exists and is continuingor of a mandatory reduction in the Total Commitment, without or a mandatory prepayment, shall not constitute a change in the prior written consent terms of any Commitment), (ii) release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty except in accordance with the terms thereof, (iii) release all or substantially all of the Borrowers, no Bank may grant a participation in Collateral or (iv) consent to the assignment or transfer by any Credit Party of any of its rights hereunder to and obligations under this Agreement or any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000other Credit Document.
Appears in 1 contract
Samples: Credit Agreement (Hci Direct Inc)
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that (i) no Borrower Loan Party may assign assign, transfer, hypothecate or transfer otherwise convey any of its rights, obligations obligations, benefits or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of the Required Lenders, and (ii) each of the Banks and, provided further, that although any Bank Lender may transfer, assign or grant participations in its rights as hereunder pursuant to Section 12.20 hereof; provided hereunder, that such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment hereunder except as provided in Section 12.04(b)) and the transferee, assignee or participant, as the case may be, Lender shall not constitute a "Bank" hereunder and, provided further, that no Bank shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would (x) extend the final scheduled maturity of any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's ’s participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment Commitments shall not constitute a change in the terms of such participation, and that an increase in the Total any Commitment or Loan shall be permitted without the consent of any participant if the participant's ’s participation is not increased as 19-22911-rdd Doc 134-1 Filed 07/19/19 Entered 07/19/19 13:46:56 Exhibit A Pg 36 of 66 a result thereof), (y) consent to the assignment or transfer by any Loan Party of any of their rights and obligations under this Agreement or (z) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's ’s rights against such Bank any Lender in respect of such participation to be those set forth in the agreement executed by such Bank Lender in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank Lender had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000.
Appears in 1 contract
Samples: cases.primeclerk.com
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that no the Parent Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks and, provided further, that although Lenders. Each Lender may at any Bank may transfer, assign or time grant participations in any of its rights as hereunder or under any of its Term Notes to any bank or other financial institution; provided hereunderthat in the case of any such participation, such Bank the participant shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all have any rights under this Agreement or any portion of its Commitment hereunder except as provided the other Credit Documents, including rights of consent, approval or waiver (the participant's rights against such Lender in Section 12.04(b)respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto) and all amounts payable by the transfereeParent Borrower hereunder shall be determined as if such Lender had not sold such participation, assignee except that the participant shall be entitled to receive the additional amounts under Sections 1.10, 1.11 and 3.04 of this Agreement to, and only to, the extent that such Lender would be entitled to such benefits if the participation had not been entered into or participant, as the case may be, shall not constitute a "Bank" hereunder and, sold; and provided further, that no Bank Lender shall transfer transfer, grant or grant assign any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Term Loan or Term Note in which such participant is participating, participating or reduce the rate or extend the time of payment of interest thereon or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) Fees, or reduce the principal amount thereof, or increase the amount of the such participant's participation participating interest in any Term Loan Commitment or Term Loan over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Term Loan Commitment shall not constitute a change in the terms of such participation, any Term Loan Commitment and that an increase in the Total any Term Loan Commitment or Loan shall be permitted without the consent of any participant if the such participant's participation is not increased as a result thereof). In ) or (ii) consent to the case assignment or transfer by the Parent Borrower of any such participation, the participant shall not have any of its rights and obligations under this Agreement or any of the other Credit Documents (Document except in accordance with the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) terms hereof and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000thereof.
Appears in 1 contract
Samples: Term Loan Agreement (Endurance Specialty Holdings LTD)
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that no Borrower the Borrowers may not assign or transfer any of its rights, their respective rights or obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks andBanks; and provided, provided further, that that, although any Bank may transfer, assign or grant participations in its rights as provided hereunderhereunder and under the Notes, such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment hereunder except as provided in Section 12.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder andhereunder; and provided, provided further, that no Bank shall transfer transfer, grant or grant assign any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would extend the final scheduled maturity of any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in the Total Commitment or Loan shall be permitted without requires the consent of any participant if 100% of the participant's participation is not increased Banks, as a result thereof)provided in Section 12.13. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participation, except that the participant shall be entitled to the benefits of Sections 2.10, 2.11 and 5.04 of this Agreement to the extent that such Bank would be entitled to such benefits if the participation had not been transferred, granted or assigned. Notwithstanding Promptly following the foregoingconsummation of any participation pursuant to this Section 12.04(a), so long as no Default or Event of Default exists and is continuing, without the prior written consent of Bank entering into such participation shall promptly notify the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000Borrowers thereof.
Appears in 1 contract
Samples: Credit Agreement (Omnicom Group Inc)
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that no Borrower may assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks and, provided further, that although Lenders (except pursuant to a transaction expressly permitted under Section 7.02(a)(i)). Each Lender may at any Bank may transfer, assign or time grant participations in any of its rights as hereunder to any bank or other financial institution; provided hereunderthat in the case of any such participation, such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment hereunder except as provided in Section 12.04(b)the second proviso of this sentence, the participant shall not have any rights under this Agreement or any of the other Credit Documents, including rights of consent, approval or waiver (the participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto) and all amounts payable by the transfereeBorrowers hereunder shall be determined as if such Lender had not sold such participation, assignee except that the participant shall be entitled to receive the additional amounts under Sections 1.04 and 3.04 of this Agreement to, and only to, the extent that such Lender would be entitled to such benefits if the participation had not been entered into or participantsold; and provided, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that no Bank Lender shall transfer transfer, grant or grant assign any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would extend the final scheduled maturity of any Loan in which such participant is participating, or (i) reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereofFees, or extend or increase the amount of the such participant's participation ’s participating interest in any Commitment over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, any Commitment and that an increase in the Total any Commitment or Loan shall be permitted without the consent of any participant if the such participant's ’s participation is not increased as a result thereof). In ) or (ii) consent to the case assignment or transfer by any Borrower of any such participation, the participant shall not have any of its rights and obligations under this Agreement or any other Credit Document except in accordance with the terms hereof and thereof. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the other Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the obligations under the Credit Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any participant or any information relating to a participant's rights against ’s interest in any obligations under any Credit Document) except to the extent that such Bank disclosure is necessary to establish that such obligation is in respect registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to be those set forth in the agreement executed by such Bank in favor contrary. For the avoidance of doubt, the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation Administrative Agent (in its rights hereunder to any participant which owns capacity as Administrative Agent) shall have no responsibility for maintaining a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000Participant Register.
Appears in 1 contract
Samples: Credit Agreement (Endurance Specialty Holdings LTD)
Benefit of Agreement. (a) This Agreement shall be binding upon -------------------- and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that no neither Holdings nor the -------- ------- Borrower may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks and, provided further, that that, although any Bank may transfer, assign -------- ------- or grant participations in its rights as provided hereunder, such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment Commitments hereunder except as provided in Section 12.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that no Bank shall transfer or grant any -------- ------- participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereofthereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 12.07(a) shall not constitute a reduction in any rate of interest or Fees for purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions or to Section 12.07(a) was not to reduce the interest or Fees payable hereunder), or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in the Total any Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof), (ii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement or (iii) release all or substantially all of the Pledge and Security Agreement Collateral under the Pledge and Security Agreement (except as expressly provided in the Credit Documents) supporting the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000.
Appears in 1 contract
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, provided that no Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks and, provided further, that although Lenders. Each Lender may at any Bank may transfer, assign or time grant participations in any of its rights as provided hereunder, such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all under any of the Notes or any portion of its Commitment hereunder except as provided in Section 12.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder andPagares to an Eligible Transferee, provided further, that no Bank shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would extend the final scheduled maturity of any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in the Total Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof). In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank Lender in respect of such participation to be those set forth in the agreement executed by such Bank Lender in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank Lender had not sold such participation. Notwithstanding , except that the foregoingparticipant shall be entitled to the benefits of SECTIONS 1.9 and 3.4 of this Agreement to the extent that such Lender would be entitled to such benefits if the participation had not been entered into or sold, so long as and, provided further that no Lender shall transfer, grant or assign any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan in which such participant is participating (it being understood that any waiver of the application of any prepayment or the method of any application of any prepayment to, the amortization of the Loans shall not constitute an extension of the final maturity date), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates), or reduce the principal amount thereof, or increase such participant's participating interest in any Commitment over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default exists and is continuingor of a mandatory reduction in the Commitments, without or a mandatory prepayment, shall not constitute a change in the prior written consent terms of any Commitment), (ii) release all or substantially all of the Borrowers, no Bank may grant a participation in Collateral or (iii) consent to the assignment or transfer by Borrower of any of its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets and obligations under management of greater than $15,000,000,000this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Qualcomm Inc/De)
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that no Borrower may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks Bank and, provided further, that although any the Bank may transfer, transfer or assign or grant participations in its rights as provided hereunder, such the Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment Loans hereunder except as provided in Section 12.04(b10.4(b)) and the transferee, assignee transferee or participantassignee, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that no the Bank shall not transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect , or (it being understood that ii) consent to the assignment or transfer by a waiver Borrower of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, its rights and that an increase in the Total Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof)obligations under this Agreement. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such the Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000.
Appears in 1 contract
Samples: Credit Agreement (Warburg Pincus Post Venture Capital Fund Inc)
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that no Borrower may assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks and, provided further, that although Lenders. Each Lender may at any Bank may transfer, assign or time grant participations in any of its rights as provided hereunder, such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or under any portion of its Commitment hereunder Notes to any bank or other financial institution; provided that in the case of any such participation, except as provided in Section 12.04(b)the second proviso of this sentence, the participant shall not have any rights under this Agreement or any of the other Credit Documents, including rights of consent, approval or waiver (the participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto) and all amounts payable by the transfereeBorrowers hereunder shall be determined as if such Lender had not sold such participation, assignee except that the participant shall be entitled to receive the additional amounts under Sections 1.10, 1.11, 2A.04, 2B.04 and 4.04 of this Agreement to, and only to, the extent that such Lender would be entitled to such benefits if the participation had not been entered into or participantsold; and provided, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that no Bank Lender shall transfer transfer, grant or grant assign any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Revolving Loan or Note in which such participant is participating, participating or reduce the rate or extend the time of payment of interest thereon or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) Fees, or reduce the principal amount thereof, or extend or increase the amount of the such participant's participation ’s participating interest in any Commitment or Revolving Loan over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, any Commitment and that an increase in the Total any Commitment or Loan shall be permitted without the consent of any participant if the such participant's ’s participation is not increased as a result thereof). In ) or (ii) consent to the case assignment or transfer by any Borrower of any such participation, the participant shall not have any of its rights and obligations under this Agreement or any other Credit Document except in accordance with the terms hereof and thereof. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Notes or other obligations under the Credit Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any participant or any information relating to a participant's rights against ’s interest in any Notes or other obligations under any Credit Document) except to the extent that such Bank disclosure is necessary to establish that such Note or other obligation is in respect registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to be those set forth in the agreement executed by such Bank in favor contrary. For the avoidance of doubt, the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation Administrative Agent (in its rights hereunder to any participant which owns capacity as Administrative Agent) shall have no responsibility for maintaining a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000Participant Register.
Appears in 1 contract
Samples: Credit Agreement (Endurance Specialty Holdings LTD)
Benefit of Agreement. (a) (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that no the Borrower may not assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each all of the Banks Lenders and, provided provided, further, that although any Bank Lender may transfer, assign or grant participations in its rights as provided hereunderhereunder to one or more Eligible Transferees, such Bank Lender shall remain a "Bank" “Lender” for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment hereunder except as provided in Section 12.04(b13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" “Lender” hereunder and, provided provided, further, that no Bank Lender shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Revolving Loan in which such participant is participatingor Note or extend the expiry date of any Letter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's ’s participation over the amount thereof then in effect (it being understood that a waiver waivers or modifications of any Default conditions precedent, covenants, Defaults or Event Events of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in the Total any Commitment or Loan shall be permitted without the consent of any participant if the participant's ’s participation is not increased as a result thereof)) or (ii) consent to the assignment or transfer by the Borrower of any of their rights and obligations under this Agreement. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's ’s rights against such Bank Lender in respect of such participation to be those set forth in the agreement executed by such Bank Lender in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank Lender had not sold such participation. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Credit Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Credit Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. Notwithstanding anything in this Section 13.04(a) to the contrary, any Participant that is a Farm Credit Lender that (A) has purchased, and owns, a participation or sub-participation in a minimum amount of $10,000,000 on or after the SixthSeventh Amendment Effective Date, (B) is, by written notice to the Borrower and the AdministrationAdministrative Agent (“Voting Participation Notification”), designated as a voting Participant (“Voting Participant”) by the relevant Lender (including any so designated existing Voting Participant) and (C) receives, prior to becoming a Voting Participant, the consent of the Administrative Agent (to the extent required if such Voting Participant were to become a Lender pursuant to an assignment in accordance with Section 13.04(b)), shall be entitled to vote as if such Voting Participant were a Lender on all matters subject to a vote by Lenders, and the voting rights of the selling Lender (including any existing Voting Participant) shall be correspondingly reduced on a dollar-for-dollar basis. Each Voting Participant Notification shall include, with respect to each subject Voting Participant, the information required of an assignee in any Assignment and Assumption Agreement. The Administrative Agent shall be entitled to conclusively rely on information contained in Voting Participant Notifications. Notwithstanding the foregoing, so long each Farm Credit Lender designated as no Default or Event a Voting Participant in Schedule VII shall be a Voting Participant without delivery of Default exists a Voting Participation Notification and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its Administrative Agent. The voting rights hereunder of each Voting Participant are solely for the benefit of such Voting Participant and shall not insure to any assignee or participant which owns of such Voting Participant that is not a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000Farm Credit Lender.
Appears in 1 contract
Samples: Credit Agreement (Flowers Foods Inc)
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, provided that no Borrower Credit Party may assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignmentexcept as expressly provided herein) without the prior written consent of each of the Banks and, provided further, that although any Banks. Each Bank may transfer, assign or at any time grant participations in any of its rights hereunder or under any of the Notes to a Person that is a commercial bank, other financial institution, mutual fund or "Accredited Investor" as provided hereunder, such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion term is defined in Regulation D of its Commitment hereunder except as provided in Section 12.04(b)) and the transferee, assignee or participantSecurities Act of 1933, as the case may be, shall not constitute a "Bank" hereunder andamended, provided further, that no Bank shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would extend the final scheduled maturity of any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in the Total Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof). In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers any Borrower hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding , except that the foregoingparticipant shall be entitled to the benefits of Sections 1.10, so long as 1.11, 2.04 and 4.04 of this Agreement to the extent that such Bank would be entitled to such benefits if the participation had not been entered into or sold, and provided further, that no Bank shall transfer, grant or assign any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note in which such participant is participating (it being understood that any waiver of any prepayment of Loans shall not constitute an extension of the final maturity date) or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates), or reduce the principal amount thereof, or increase such participant's participating interest in any Commitment over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default exists and is continuingor of a mandatory reduction in the Total Commitment, without or a mandatory prepayment, shall not constitute a change in the prior written consent terms of any Commitment), (ii) release all or substantially all of the Borrowers, no Bank may grant a participation in Collateral (except as expressly provided herein) or (iii) consent to the assignment or transfer by any Credit Party of any of its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets and obligations under management of greater than $15,000,000,000this Agreement (except as expressly provided herein or therein).
Appears in 1 contract
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, provided that no the Borrower may not assign or transfer any of its rights, respective rights or obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each the Banks. Each Bank may at any time grant participations in any of the Banks and, its rights hereunder to another financial institution; provided further, that although that, in the case of any Bank may transfersuch participation, assign the participant shall not have any rights under this Agreement or grant participations in its any of the other Credit Documents (the participant’s rights as provided hereunder, against such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion in respect of its Commitment hereunder except as provided such participation to be those set forth in Section 12.04(b)the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the transfereeBorrower hereunder shall be determined as if such Bank had not sold such participation, assignee except that the participant shall be entitled to receive the additional amounts under Sections 1.10, 1.11, 2.06 and 4.04 of this Agreement to, and only to, the extent that such Bank would be entitled to such benefits if the participation had not been entered into or participant, as the case may be, shall not constitute a "Bank" hereunder and, sold; and provided further, that no Bank shall transfer transfer, grant or grant assign any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan in which such participant is participatingparticipating (it being understood that any waiver of an installment on, or the application of any prepayment or the method of application of any prepayment to the amortization of the Loans shall not constitute an extension of the final scheduled maturity date), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates) ), or reduce the principal amount thereof, or increase the amount of the such participant's participation ’s participating interest in any Commitment over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, any Commitment and that an increase in the Total any Commitment or Loan shall be permitted without the consent of any participant if the such participant's ’s participation is not increased as a result thereof). In , (ii) release the Borrower from the Borrower Guaranty or release all or substantially all of the Subsidiary Guarantors from the Subsidiary Guaranty (in each case except as expressly provided in the Credit Documents) or (iii) in each case consent to the assignment or transfer by the Borrower or any other Subsidiaries of the Borrower of any such participation, the participant shall not have any of its rights and obligations under this Agreement or any of the other Credit Documents (Document except in accordance with the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) terms hereof and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000thereof.
Appears in 1 contract
Samples: Credit Agreement (Primedia Inc)
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that (i) except as provided herein, no Borrower may assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks andBanks, provided further, that (ii) although any Bank may transfer, assign or grant participations in its rights hereunder and under the Notes pursuant to this Section 12.04(a) with the consent of FSA (such consent not to be unreasonably withheld, and such consent not required in the case of an assignment to an Affiliate of the Bank with the same ratings as provided hereunderthe Bank), such Bank shall remain a "“Bank" ” for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment hereunder except as provided in Section 12.04(b)) ), and the transferee, assignee or participant, as the case may be, shall not constitute a "“Bank" ” hereunder and, provided further, that and (iii) no Bank shall transfer transfer, grant or grant assign any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any of the other Credit Document Documents except to the extent such amendment or waiver would extend (A) extends the final scheduled maturity of any Loan in which such participant is participatingor Note, or reduce reduces the rate or extend extends the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) thereon, or reduce reduces the principal amount thereof, or increase increases the amount Commitment of the participant's participation any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in the Total any Commitment or Loan shall be permitted without the consent of any participant if Bank), (B) consents to the participant's participation is not increased as a result thereof)assignment or transfer by any Borrower of any of its rights and obligations under any Credit Document or (C) amends, modifies or waives any provision of this Section 12.04. In the case of any such participation, the participant shall not constitute a “Bank” hereunder and shall not have any rights under this Agreement or any of the other Credit Documents (the participant's ’s rights against such any Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers any Borrower hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding , except that the foregoingparticipant shall be entitled to the benefits of Sections 2.10, so long as no Default 2.11 and 4.04 of this Agreement to the extent that such Bank would be entitled to such benefits if the participation had not been transferred, granted or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000assigned.
Appears in 1 contract
Samples: Credit Agreement (Financial Security Assurance Holdings LTD)
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; providedPROVIDED, howeverHOWEVER, that no the Borrower may not assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks Lenders and, provided furtherPROVIDED FURTHER, that that, although any Bank Lender may transfer, assign or grant participations participa- tions in its rights as provided hereunder, such Bank Lender shall remain a "BankLender" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment Commitments or Loans hereunder except as provided in Section 12.04(b13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "BankLender" hereunder and, provided furtherPROVIDED FURTHER, that no Bank Lender shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the Revolving Loan Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereofthereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for purposes of this clause (i)), or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in the Total any Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof), (ii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement or (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) supporting the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank Lender in respect of such participation to be those set forth in the agreement executed by such Bank Lender in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank Lender had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000.
Appears in 1 contract
Samples: Security Agreement (Symons Corp)
Benefit of Agreement. (a) This Credit Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that no Borrower Credit Party may assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks and, provided further, that although any Banks. Each Bank may transfer, assign or at any time grant participations in any of its rights as provided hereunder, such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or under any portion of its Commitment hereunder except as Notes to any bank or other financial institution; provided that in Section 12.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that no Bank shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would extend the final scheduled maturity of any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in the Total Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof). In the case of any such participation, (i) such Bank's obligations under this Credit Agreement shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the participant shall agree to be bound by the confidentiality provisions contained in Section 13.15 and (iv) the participant shall not have any rights under this Credit Agreement or any of the other Credit Documents Documents, including rights of consent, approval or waiver (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower and the Account Party hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding , except that the foregoingparticipant shall be entitled to receive the additional amounts under Sections 1.10, so long as 1.11 and 4.04 of this Credit Agreement to, and only to, the extent that, and in no greater amount than, such Bank would be entitled to such benefits if the participation had not been entered into or sold; and provided further, that no Bank shall transfer, grant or assign any participation under which the participant shall have rights to approve any amendment to or waiver of this Credit Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend any Scheduled Repayment or the final scheduled maturity of any Loan, Note or Letter of Credit in which such participant is participating (it being understood that any waiver of the application of any prepayment or the method of application of any prepayment to the amortization of, the Loans shall not constitute an extension of a Scheduled Repayment or the final scheduled maturity date), or reduce the rate or extend the time of payment of interest thereon or Fees, or reduce the principal amount thereof, or increase such participant's participating interest in any Commitment, Loan or Letter of Credit over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default exists or of a mandatory reduction in the Total Commitment or of a mandatory repayment or prepayment shall not constitute a change in the terms of any Commitment and is continuing, that an increase in any Commitment shall be permitted without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns if such participant's participation is not increased as a majority interest result thereof), or (ii) consent to the assignment or transfer by Holdings, the Borrower or the Account Party of any of their respective rights and obligations under this Credit Agreement or any other Credit Document except in a no-load mutual fund company accordance with assets under management of greater than $15,000,000,000the terms hereof and thereof.
Appears in 1 contract
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; providedPROVIDED, howeverHOWEVER, that no Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks and, provided further, that although any Banks. Each Bank may transfer, assign or at any time grant participations in any of its rights as provided hereunderhereunder or under any of the Notes to another financial institution; PROVIDED, such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment hereunder except as provided in Section 12.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided furtherHOWEVER, that no Bank shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would extend the final scheduled maturity of any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in the Total Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof). In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding , except that the foregoingparticipant shall he entitled to the benefits of SECTIONS 1.10 and 4.04 of this Agreement to the extent that such Bank would be entitled to such benefits if the participation had not been entered into or sold; PROVIDED, so long as FURTHER, HOWEVER, that no Bank shall transfer, grant or assign any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note in which such participant is participating or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates), or reduce the principal amount thereof, or increase such participant's participating interest in any Commitment over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default exists and is continuingor of a mandatory reduction in the Total Commitment, without or a mandatory prepayment, shall not constitute a change in the prior written terms of any Commitment) or (ii) consent to the assignment or transfer by Borrower of the Borrowers, no Bank may grant a participation in any of its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets and obligations under management of greater than $15,000,000,000this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Global Marine Inc)
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that no Borrower Credit Agreement Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks Lenders and, provided further, that that, although any Bank Lender may (without the consent of any Credit Party) transfer, assign or grant participations in its rights as provided hereunder, such Bank Lender shall remain a "BankLender" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment Commitments or Loans hereunder except as provided in Section 12.04(b13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "BankLender" hereunder and, provided further, that no Bank Lender shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan, Note, or Letter of Credit or Bank Guaranty (unless such Letter of Credit or Bank Guaranty is not extended beyond the Revolving Loan Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or of a mandatory repayment of Loans shall not constitute a change in the terms of such participation, and that an increase in the Total any Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereofthereof and that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), notwithstanding the fact that such amendment or modification actually results in such a reduction), (ii) consent to the assignment or transfer by any Credit Agreement Party of any of its rights and obligations under this Agreement, (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Security Documents) supporting the Obligations in which such participant is participating or (iv) amend, modify or waive any provision of the Capital Call Agreement in any manner adverse to the interest of any Lender. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank Lender in respect of such participation to be those set forth in the agreement executed by such Bank Lender in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank Lender had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000.
Appears in 1 contract
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that no the Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks and, provided further, that although any Banks. Each Bank may transfer, assign or at any time grant participations in any of its rights as provided hereunder, such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or under any portion of its Commitment hereunder except as Notes to any bank or other financial institution; provided that in Section 12.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that no Bank shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would extend the final scheduled maturity of any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in the Total Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof). In the case of any such participation, (i) such Bank's obligations under this Agreement shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations (iii) the participant shall agree to be bound by the confidentiality provisions contained in Section 12.15 and (iv) the participant shall not have any rights under this Agreement or any of the other Credit Documents Documents, including rights of consent, approval or waiver (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding , except that the foregoingparticipant shall be entitled to receive the additional amounts under Sections 1.10, so long as 1.11 and 4.04 of this Agreement to, and only to, the extent that, and in no greater amount than, such Bank would be entitled to such benefits if the participation had not been entered into or sold; and provided further, that no Bank shall transfer, grant or assign any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend any Scheduled Repayment or the final scheduled maturity of any Loan, Note or Letter of Credit in which such participant is participating (it being understood that any waiver of the application of any prepayment or the method of application of any prepayment to the amortization of, the Loans shall not constitute an extension of a Scheduled Repayment or the final scheduled maturity date), or reduce the rate or extend the time of payment of interest thereon or Fees, or reduce the principal amount thereof, or increase such participant's participating interest in any Commitment, Loan or Letter of Credit over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default exists or of a mandatory reduction in the Total Commitment or of a mandatory repayment or prepayment shall not constitute a change in the terms of any Commitment and is continuing, that an increase in any Commitment shall be permitted without the prior written consent of any participant if such participant's participation is not increased as a result thereof), or (ii) consent to the Borrowers, no Bank may grant a participation in assignment or transfer by the Borrower of any of its rights hereunder to and obligations under this Agreement or any participant which owns a majority interest other Credit Document except in a no-load mutual fund company accordance with assets under management of greater than $15,000,000,000the terms hereof and thereof.
Appears in 1 contract
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, provided that no Borrower Credit Party may assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignmentexcept as expressly provided herein) without the prior written consent of each of the Banks and, provided further, that although any Banks. Each Bank may transfer, assign or at any time grant participations in any of its rights hereunder or under any of the Notes to a Person that is a commercial bank, other financial institution, mutual fund or '"Accredited Investor" as provided hereunder, such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion term is defined in Regulation D of its Commitment hereunder except as provided in Section 12.04(b)) and the transferee, assignee or participantSecurities Act of 1933, as the case may be, shall not constitute a "Bank" hereunder andamended, provided further, that no Bank shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would extend the final scheduled maturity of any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in the Total Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof). In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers any Borrower hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding , except that the foregoingparticipant shall be entitled to the benefits of Sections 1.10, so long as 1.11, 2.04 and 4.04 of this Agreement to would be entitled to such benefits if the participation had not been entered into or sold, and provided further, that no Bank shall transfer, grant or assign any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note in which such participant is participating (it being understood that any waiver of any prepayment of Loans shall not constitute an extension of the final maturity date) or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates), or reduce the principal amount thereof, or increase such participant's participating interest in any Commitment over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default exists and is continuingor of a mandatory reduction in the Total Commitment, without or a mandatory prepayment, shall not constitute a change in the prior written consent terms of any Commitment), (ii) release all or substantially all of the Borrowers, no Bank may grant a participation in Collateral (except as expressly provided herein) or (iii) consent to the assignment or transfer by any Credit Party of any of its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets and obligations under management of greater than $15,000,000,000this Agreement (except as expressly provided herein or therein).
Appears in 1 contract
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that no the Borrower may not assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks and, Banks; and provided further, that that, although any Bank may transfer, assign or grant participations in its rights as provided hereunder, such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment Commitments hereunder except as provided in Section 12.04(b13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, hereunder; and provided further, that no Bank shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the Revolving Loan Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in crease in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver waivers or modifications of any Default conditions precedent, covenants, Defaults or Event Events of Default or of a mandatory reduction in the Total Commitment Commitments shall not constitute a change in the terms of such participation, and that an increase in the Total any Commitment or Loan shall be permitted without the consent of any 106 participant if the participant's participation therein is not increased as a result thereof), (ii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement or (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) supporting the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000.
Appears in 1 contract
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and the respective successors and assigns of the parties heretohereto to the extent permitted under this Section 9.4 and (to the extent explicitly set forth herein) the Liquidity Providers for each Lender that is an Other CP Conduit and Designated CP Conduit Committed Lenders for each Lender that is a Designated CP Conduit; provided, howeverthat, that no except as provided in Section 6.2.7, the Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of Lender, the Banks and, provided further, that although Administrative Agent and the Arranger. Each Lender may at any Bank may transfer, assign or time grant participations in any of its rights as provided hereunderhereunder or under any of the Lender Notes or Loans to another financial institution or other Person (including any CP Conduit); provided, that (x) unless such grant is to a Lender or a special purpose corporation administered by a Lender, such Bank Lender shall remain give notice to the Borrower of the identity of such participant and (y) in the case of any such participation (other than a "Bank" for participation to a Designated CP Conduit Committed Lender), the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto) and all purposes amounts payable by the Borrower hereunder (shall be determined as if such Lender had not sold such participation, except that the participant shall be entitled to the benefits of Sections 3.4.4 and may 3.6 to the extent that such Lender would be entitled to such benefits if the participation had not transfer been entered into or sold; and provided, further, no Lender shall transfer, grant or assign all or any portion of its Commitment hereunder except as provided in Section 12.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that no Bank shall transfer or grant any participation (other than to a Lender or a special purpose corporation administered by a Lender) under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document Documents except to the extent such amendment or waiver would (x) extend the final scheduled maturity of any Loan or Lender Note in which such participant is participatingparticipating or waive any mandatory prepayment thereof, or reduce the rate or extend the time of payment of interest or Fees fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates) ), or reduce the principal amount thereof, or increase the amount of the such participant's participation ’s participating interest in any Commitment over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment prepayment, shall not constitute a change in the terms of such participationany Commitment), and that an increase (y) release all or substantially all of the Collateral (in each case except as expressly provided in the Total Commitment Credit Documents), or Loan shall be permitted without (z) consent to the consent assignment or transfer by the Borrower of any participant if the participant's participation is not increased as a result thereof). In the case of any such participation, the participant shall not have any its rights and obligations under this Agreement or any of the other Credit Documents (the participant's rights against such Bank except as provided in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000Section 6.2.7).
Appears in 1 contract
Samples: Credit Agreement (Special Value Continuation Partners, LP)
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that no the Borrower may not assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each all of the Banks and, provided further, that that, although any Bank may transfer, assign or grant participations in its rights as provided hereunder, such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Revolving Loan Commitment hereunder except as otherwise provided in Section 12.04(b13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that no Bank shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the Final Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-post- default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute a change in the terms of such participation, and that an increase in the Total Revolving Loan Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof, and that any modification or amendment to scheduled reductions of the Total Revolving Commitment shall be permitted without the consent of any participant), (ii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement or (iii) release all or substantially all of the Collateral under the Pledge Agreement (except as expressly provided in the Credit Documents) supporting the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000.
Appears in 1 contract
Samples: Credit Agreement (Tracor Inc /De)
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, PROVIDED that no the Borrower may not assign or transfer any of its rights, respective rights or obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks and, provided further, that although any Banks. Each Bank may transfer, assign or at any time grant participations in any of its rights as provided hereunderhereunder to another financial institution; PROVIDED FURTHER, such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment hereunder except as provided that, in Section 12.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that no Bank shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would extend the final scheduled maturity of any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in the Total Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof). In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding , except that the foregoingparticipant shall be entitled to receive the additional amounts under Sections 1.10, so long as 1.11, 2.06 and 4.04 of this Agreement to, and only to, the extent that such Bank would be entitled to such benefits if the participation had not been entered into or sold; and PROVIDED FURTHER, that no Bank shall transfer, grant or assign any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan in which such participant is participating (it being understood that any waiver of an installment on, or the application of any prepayment or the method of application of any prepayment to the amortization of the Loans shall not constitute an extension of the final scheduled maturity date), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates), or reduce the principal amount thereof, or increase such participant's participating interest in any Commitment over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default exists or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of any Commitment and is continuing, that an increase in any Commitment shall be permitted without the prior written consent of any participant if such participant's participation is not increased as a result thereof), (ii) release the Borrowers, no Bank may grant a participation Borrower from the Borrower Guaranty or release all or substantially all of the Subsidiary Guarantors from the Subsidiary Guaranty (in each case except as expressly provided in the Credit Documents) or (iii) in each case consent to the assignment or transfer by the Borrower or any other Subsidiaries of the Borrower of any of its rights hereunder to and obligations under this Agreement or any participant which owns a majority interest other Credit Document except in a no-load mutual fund company accordance with assets under management of greater than $15,000,000,000the terms hereof and thereof.
Appears in 1 contract
Samples: Credit Agreement (Primedia Inc)
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns of the parties hereto; providedassigns, however, PROVIDED that no Borrower may assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of all the Banks and, provided further, that although Lenders. Each Lender may at any Bank may transfer, assign or time grant participations in any of its rights hereunder or under any of the Notes to another financial institution or any other "accredited investor" (as provided defined in SEC Regulation D), PROVIDED that in the case of any such participation, (i) the participant shall not have any rights under this Agreement or any of the other Credit Documents, including rights of consent, approval or waiver (the participant's rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto), (ii) such Lender's obligations under this Agreement (including, without limitation, its Commitment hereunder, such Bank ) shall remain a "Bank" unchanged, (iii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iv) such Lender shall remain the holder of any Note for all purposes hereunder of this Agreement and (and may not transfer or assign all or any portion of its Commitment hereunder except as provided in Section 12.04(b)v) the Borrowers, the Administrative Agent, and the transfereeother Lenders shall continue to deal solely and directly with the selling Lender in connection with such Lender's rights and obligations under this Agreement, assignee and all amounts payable by the Borrowers hereunder shall be determined as if such Lender had not sold such participation, except that the participant shall be entitled to the benefits of sections 2.10, 2.11 and 5.4 of this Agreement to the extent that such Lender would be entitled to such benefits if the participation had not been entered into or participantsold, as the case may be, shall not constitute a "Bank" hereunder and, provided furtherPROVIDED FURTHER, that no Bank Lender shall transfer transfer, grant or grant sell any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would (x) extend the final scheduled maturity of any Loan the Loans in which such participant is participatingparticipating (it being understood that any waiver of the making of, or the application of any mandatory prepayment or the method of any application of any mandatory prepayment to the amortization of the Loans shall not constitute an extension of the final maturity date thereof), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates) ), or reduce the principal amount thereof, or increase the amount of the such participant's participation participating interest in any Commitment over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of any mandatory prepayment or a mandatory reduction in the Total Commitment (or any component thereof), or a mandatory prepayment, shall not constitute a change in the terms of such participationany Commitment) or (y) release any Credit Party from any obligations under the Subsidiary Guaranty, and that an increase except in accordance with the Total Commitment explicit terms hereof or Loan shall be permitted without thereof, or (z) consent to the consent assignment or transfer by any Borrower of any participant if the participant's participation is not increased as a result thereof). In the case of any such participation, the participant shall not have any its rights and obligations under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000Agreement.
Appears in 1 contract
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that no Borrower Credit Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks Lenders (it being understood that this Section 13.04 shall not prevent a merger or consolidation otherwise permitted by this Agreement) and, provided provided, further, that that, although any Bank Lender may transfer, assign or grant participations in its rights as provided hereunder, such Bank Lender shall remain a "Bank" “Lender” for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment Commitments hereunder except as provided in Section 12.04(b13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" “Lender” hereunder and, provided provided, further, that no Bank Lender shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the first anniversary of the Revolving Loan Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except (x) in connection with a waiver of applicability of any post-default increase in interest ratesrates and (y) any amendment or modification that is not agreed to by each Lender directly affected thereby to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for purposes of this clause (i), notwithstanding the fact that such amendment or modification would otherwise actually result in such a reduction, so long as the primary purpose (as determined in good faith by the Borrower and the Administrative Agent) of the respective amendment or modification was not to decrease the pricing pursuant to this Agreement) or reduce the principal amount thereof, or increase the amount of the participant's ’s participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in the Total any Commitment or Loan shall be permitted without the consent of any participant if the participant's ’s participation is not increased as a result thereof), (ii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement or (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) supporting the Obligations in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's ’s rights against such Bank Lender in respect of such participation to be those set forth in the agreement executed by such Bank Lender in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank Lender had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000.
Appears in 1 contract
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, PROVIDED that no the Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks and, provided further, that although Lenders. Each Lender may at any Bank may transfer, assign or time grant participations in any of its rights as provided hereunder, such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or under any portion of its Commitment hereunder except as provided in Section 12.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that no Bank shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would extend the final scheduled maturity of any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then Notes to another financial institution, PROVIDED that in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in the Total Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof). In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank Lender in respect of such participation to be those set forth in the agreement executed by such Bank Lender in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank Lender had not sold such participation. Notwithstanding , except that the foregoingparticipant shall be entitled to the benefits of Sections 1.10 and 3.04 of this Agreement to the extent that such Lender would be entitled to such benefits if the participation had not been entered into or sold, so long as and, PROVIDED FURTHER, that no Lender shall transfer, grant or assign any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note in which such participant is participating (it being understood that any waiver of any prepayment of, or the method of any application of any prepayment to, the Loans shall not constitute an extension of the final maturity date), or reduce the rate or extend the time of payment of interest or Fees (except in connection with a waiver of the applicability of any post-default increase in interest rates), or reduce the principal amount thereof, or increase such participant's participating interest in any Commitment over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default exists and is continuingor of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute a change in the terms of any Commitment), without the prior written consent (ii) release all or substantially all of the Borrowers, no Bank may grant a participation in Collateral or (iii) consent to the assignment or transfer by the Borrower of any of its rights hereunder to and obligations under this Agreement or any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000other Credit Document.
Appears in 1 contract
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns of assigns, provided that the parties hereto; provided, however, that no Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of all the Banks Lenders, and, provided provided, further, that although any Bank assignment by a Lender of its rights and obligations hereunder shall be effected in accordance with section 12.4(b). Notwithstanding the foregoing, each Lender may transfer, assign or at any time grant participations in any of its rights hereunder or under any of the Notes to (x) another Lender that is not a Defaulting Lender or to an Affiliate of such Lender which is a commercial bank, financial institution or other "accredited investor" (as defined in SEC Regulation D), and (y) one or more Eligible Transferees, provided that in the case of any such participation, (i) the participant shall not have any rights under this Agreement or any of the other Credit Documents, including rights of consent, approval or waiver (the participant's rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto), (ii) such Lender's obligations under this Agreement (including, without limitation, its Commitment hereunder, such Bank ) shall remain a "Bank" unchanged, (iii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iv) such Lender shall remain the holder of any Note for all purposes hereunder of this Agreement and (and may not transfer or assign all or any portion of its Commitment hereunder except as provided in Section 12.04(b)v) the Borrower, the Administrative Agent, and the transfereeother Lenders shall continue to deal solely and directly with the selling Lender in connection with such Lender's rights and obligations under this Agreement, assignee and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation, except that the participant shall be entitled to the benefits of sections 2.9 and 2.10 of this Agreement to the extent that such Lender would be entitled to such benefits if the participation had not been entered into or participantsold, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that no Bank Lender shall transfer transfer, grant or grant sell any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would (x) extend the final scheduled maturity of any Loan the Loans in which such participant is participatingparticipating (it being understood that any waiver of the making of, or the application of , any mandatory prepayment to such Loans shall not constitute an extension of the final maturity date thereof), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates) ), or reduce the principal amount thereof, or increase the amount of the such participant's participation participating interest in any Commitment over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of any mandatory prepayment or a mandatory reduction in the Total Commitment such Commitment, or a mandatory prepayment, shall not constitute a change in the terms of any such participationCommitment) or (y) release any Credit Party from its obligations under the Subsidiary Guaranty, and that an increase or release all or any substantially all of the Collateral, in each case except strictly in accordance with the Total Commitment terms of the Credit Documents, or Loan shall be permitted without (z) consent to the consent assignment or transfer by the Borrower of any participant if the participant's participation is not increased as a result thereof). In the case of any such participation, the participant shall not have any its rights and obligations under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000Agreement.
Appears in 1 contract
Benefit of Agreement. (ak) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; providedPROVIDED, howeverHOWEVER, that no Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks and, provided further, that although any Banks. Each Bank may transfer, assign or at any time grant participations in any of its rights as provided hereunderhereunder or under any of the Notes to another financial institution; PROVIDED, such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment hereunder except as provided in Section 12.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided furtherHOWEVER, that no Bank shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would extend the final scheduled maturity of any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in the Total Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof). In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding , except that the foregoingparticipant shall be entitled to the benefits of Sections 1.10 and 4.04 of this Agreement to the extent that such Bank would be entitled to such benefits if the participation had not been entered into or sold; PROVIDED, so long as FURTHER, HOWEVER, that no Bank shall transfer, grant or assign any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note in which such participant is participating or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates), or reduce the principal amount thereof, or increase such participant's participating interest in any Commitment over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default exists or of a mandatory reduction in the Total Commitment, or a mandatory prepayment, shall not constitute a change in the terms of any Commitment) or (ii) consent to the assignment or transfer by Borrower of any of its rights and is continuingobligations under this Agreement. (b) Notwithstanding the foregoing, without (x) any Bank may assign all or a portion of its outstanding Commitment and its rights and obligations hereunder to its Affiliate or to another Bank, and (y) with the prior written consent of the BorrowersAdministrative Agent, each Letter of Credit Issuer and Borrower (which consent shall not be unreasonably withheld or delayed and which consent of Borrower need not be obtained at any time that a Default or Event of Default shall have occurred and be continuing), any Bank may assign all or a portion of its outstanding Commitment and its rights and obligations hereunder to one or more Eligible Transferees. Unless otherwise agreed to by Borrower, no assignment pursuant to the immediately preceding sentence shall to the extent such assignment represents an assignment to an institution other than one or more Banks hereunder, be in an aggregate amount less than $5.0 million unless the entire Commitment of the assigning Bank may grant is so assigned. If any Bank so sells or assigns all or a participation in part of its rights hereunder or under the Notes, any reference in this Agreement or the Notes to such assigning Bank shall thereafter refer to such Bank and to the respective assignee to the extent of their respective interests and the respective 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 Bank. Each assignment pursuant to this Section 12.04(b) shall be effected by the assigning Bank and the assignee Bank executing an Assignment and Assumption Agreement. In the event of any participant such assignment (x) to a commercial bank or other financial institution not previously a Bank hereunder, either the assigning or the assignee Bank shall pay to the Administrative Agent a nonrefundable assignment fee of $3,500 and (y) to a Bank, either the assigning or assignee Bank shall pay to Administrative Agent a nonrefundable assignment fee of $1,500, and at the time of any assignment pursuant to this Section 12.04(b), (i) ANNEX I hereto shall be deemed to be amended to reflect the Commitment of the respective assignee (which owns a majority interest shall result in a no-load mutual fund company direct reduction to the Commitment of the assigning Bank) and of the other Banks, and (ii) if any such assignment occurs after the Initial Borrowing Date, if requested by the assigning Bank and the assignee Bank, Borrower will issue new Notes to the respective assignee and to the assigning Bank in conformity with assets the requirements of Section 1.05. Each Bank and Borrower agree to execute such documents (including, without limitation, amendments to this Agreement and the other Credit Documents) as shall be necessary to effect the foregoing. Nothing in this clause (b) shall prevent or prohibit any Bank from pledging its Notes or Loans to a Federal Reserve Bank in support of borrowings made by such Bank from such Federal Reserve Bank. (c) Notwithstanding any other provisions of this Section 12.04, no transfer or assignment of the interests or obligations of any Bank hereunder or any grant of participation therein shall be permitted if such transfer, assignment or grant would require Borrower to file a registration statement with the SEC or to qualify the Loans under management the "Blue Sky" laws of greater than $15,000,000,000.any State. (d) Each Bank initially party to this Agreement hereby represents, and each Person that became a Bank pursuant to an assignment permitted by this Section 12 will, upon its becoming party to this Agreement, represent that it is a commercial lender, other financial institution or other "accredited" investor (as defined in SEC Regulation D) which makes loans in the ordinary course of its business and that it will make or acquire Loans for its own account in the ordinary course of such business; PROVIDED, HOWEVER, that subject to the preceding clauses (a) and (b), the disposition of any promissory notes or other evidences of or interests in Indebtedness held by such Bank shall at all times be within its exclusive control. 12.05
Appears in 1 contract
Samples: Credit Agreement (Global Marine Inc)
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that except as provided in Sections 8.02 and 12.17(a), no Borrower may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each the Administrative Agent and the Banks (although any Subsidiary Borrower may, at its request and with the consent of the Banks Required Banks, otherwise cease to be a Subsidiary Borrower hereunder so long as no Default or Event of Default then exists and all Loans incurred by such Subsidiary are repaid in full and, provided further, that that, although any Bank may transfer, assign or grant participations in its rights as provided hereunder, such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment Revolving Loan Commitments hereunder except as provided in Section 12.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" 112 hereunder and, provided further, that no Bank shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would extend the final scheduled maturity of any Loan or Revolving Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute a change in the terms of such participation, and that an increase in the Total any Revolving Loan Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof). In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and the Borrowers shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement and the other Credit Documents and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Any agreement pursuant to which any Bank may grant such a participation in its rights hereunder to any participant which owns a majority interest shall be in a no-load mutual fund company with assets form approved by the Administrative Agent and Parent and shall be satisfactory under management the Gaming Regulations of greater than $15,000,000,000the State of New Jersey so as not to require participants to be approved financial sources or qualified under such Gaming Regulations applicable to lenders.
Appears in 1 contract
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that no Borrower Credit Agreement Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks Lenders and, provided further, that that, although any Bank Lender may (without the consent of any Credit Party) transfer, assign or grant participations in its rights as provided hereunder, such Bank Lender shall remain a "Bank" “Lender” for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment Commitments or Loans hereunder except as provided in Section 12.04(b13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" “Lender” hereunder and, provided further, that no Bank Lender shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, thereof or increase the amount of the participant's ’s participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or of a mandatory repayment of Loans shall not constitute a change in the terms of such participation, and that an increase in any Commitment (or the Total Commitment available portion thereof) or Loan shall be permitted without the consent of any participant if the participant's ’s participation is not increased as a result thereofthereof and that any amendment or modification to the financial definitions in this Agreement or to Section 13.07 shall not constitute a reduction in any rate of interest or Fees for purposes of this clause (i), notwithstanding the fact that such amendment or modification actually results in such a reduction), (ii) consent to the assignment or transfer by any Credit Agreement Party of any of its rights and obligations under this Agreement, or (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) supporting the Obligations in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's ’s rights against such Bank Lender in respect of such participation to be those set forth in the agreement executed by such Bank Lender in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank Lender had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000.
Appears in 1 contract
Samples: Possession Credit Agreement (Cooper-Standard Holdings Inc.)
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that no Borrower neither SCIS nor Caterair may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks (except as otherwise expressly permitted under this Agreement) and, provided further, that that, although any Bank may transfer, assign or grant participations in its rights as provided hereunderhereunder to an Eligible Transferee, such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment outstanding Loans hereunder except as provided in Section 12.04(b11.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that no Bank shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment repayment of Loans shall not constitute a change in the terms of such participation), (ii) consent to the assignment or transfer by SCIS or Caterair of any its rights and that an increase obligations under this Agreement (except as otherwise expressly permitted under this Agreement), (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Total Commitment Credit Documents) supporting the Obligations hereunder in which such participant is participating or Loan shall be permitted without (iv) release SCIS from its obligations under the consent of any participant if the participant's participation is not increased as a result thereof)SCIS Guaranty. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000.
Appears in 1 contract
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns of the parties hereto; providedassigns, however, provided that no Co-Borrower may assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of all the Banks Lenders, and, provided provided, further, that although any Bank assignment by a Lender of its rights and obligations hereunder shall be effected in accordance with section 14.4(b). Notwithstanding the foregoing, each Lender may transfer, assign or at any time grant participations in any of its rights hereunder or under any of the Notes to another financial institution or to any other "accredited investor" (as defined in SEC Regulation D), provided that in the case of any such participation, (i) the participant shall not have any rights under this Agreement or any of the other Credit Documents, including rights of consent, approval or waiver (the participant's rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto), (ii) such Lender's obligations under this Agreement (including, without limitation, its Commitment hereunder, such Bank ) shall remain a "Bank" unchanged, (iii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iv) such Lender shall remain the holder of any Note for all purposes hereunder of this Agreement and (and may not transfer or assign all or any portion of its Commitment hereunder except as provided in Section 12.04(b)v) the Co-Borrowers, the Administrative Agent, and the transfereeother Lenders shall continue to deal solely and directly with the selling Lender in connection with such Lender's rights and obligations under this Agreement, assignee and all amounts payable by the Co-Borrowers hereunder shall be determined as if such Lender had not sold such participation, except that the participant shall be entitled to the benefits of sections 2.10, 2.11 and 5.4 of this Agreement to the extent that such Lender would be entitled to such benefits if the participation had not been entered into or participantsold, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that no Bank Lender shall transfer transfer, grant or grant sell any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would (x) extend the final scheduled maturity of any Loan the Loans in which such participant is participatingparticipating (it being understood that any waiver of the making of, or the application of any mandatory prepayment of, the Loans, shall not constitute an extension of the final scheduled maturity date thereof), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates) ), or reduce the principal amount thereof, or increase the amount of the such participant's participation participating interest in any Commitment over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of any mandatory prepayment or a mandatory reduction in the Total Commitment (or any portion thereof), or a mandatory prepayment, shall not constitute a change in the terms of such participationany participating interest in any Commitment), and that an increase or (y) release any Credit Party from its obligations under the Subsidiary Guaranty except strictly in accordance with the Total Commitment terms hereof or Loan shall be permitted without thereof, or (z) consent to the consent assignment or transfer by any Co- Borrower of any participant if the participant's participation is not increased as a result thereof). In the case of any such participation, the participant shall not have any its rights and obligations under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000Agreement.
Appears in 1 contract
Samples: Credit Agreement (Cedar Fair L P)
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that no Borrower Credit Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of all the Banks and, provided further, that, no Bank may assign or transfer all or any portion of its Total Revolving Loan Commitment and/or its outstanding Loans except as provided in Section 12.04(b) and, provided further, that although any Bank may transfer, assign or grant participations in its rights as provided hereunderhereunder in accordance with this Section, such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment hereunder except as provided in Section 12.04(b)) and the transferee, assignee or participant, as the case may be, such participant shall not constitute a "Bank" hereunder and, provided further, that no Bank shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the Final Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of -107- 114 interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute a change in the terms of such participation, and that an increase in the Total any Revolving Loan Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof), (ii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement or (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) supporting the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000.
Appears in 1 contract
Samples: Credit Agreement (McMS Inc)
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; providedPROVIDED, howeverHOWEVER, that no Borrower neither the Company nor any Guarantor may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks andBanks; and PROVIDED, provided furtherFURTHER, that that, although any Bank may transfer, assign or grant participations in its rights as provided hereunder, such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Revolving Loan Commitment hereunder except as provided in Section 12.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder andhereunder; and PROVIDED, provided furtherFURTHER, that no Bank shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan in which such participant is participatingFinal Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon on Loans or Letters of Credit in which such participant is participating (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), or increase the amount of the participant's participation over the amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Revolving Loan Commitment 107 shall not constitute a change in the terms of such participation, and that an increase in the Total any Revolving Loan Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof), (ii) con- sent to the assignment or transfer by the Company of its rights and obligations under this Agreement or (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) supporting the Loans in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Company hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000.
Appears in 1 contract
Benefit of Agreement. (a) This Agreement shall be binding -------------------- upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, provided that no the Borrower may not assign or -------- transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of all the Banks and, provided further, that although any Banks. Each Bank may transfer, assign or at any time grant participations in any of its rights as provided hereunder, such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or under any portion of its Commitment hereunder except as provided in Section 12.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder andNotes to another financial institution, provided further, that no Bank shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would extend the final scheduled maturity of any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in the Total Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof). In the case of any such -------- participation, (i) the participant shall not have any rights under this Agreement or any of the other Credit Documents Documents, including rights of consent, approval or waiver (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto), (ii) such Bank's obligations under this Agreement (including, without limitation, its Commitment hereunder) shall remain unchanged, (iii) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations, (iv) such Bank shall remain the holder of any Note for all purposes of this Agreement and (v) the Borrower, the Administrative Agent, and the other Banks shall continue to deal solely and directly with the selling Bank in connection with such Bank's rights and obligations under this Agreement, and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding , except that the foregoingparticipant shall be entitled to the benefits of Sections 1.10, so long as 1.11 and 4.04 of this Agreement to the extent that such Bank would be entitled to such benefits if the participation had not been entered into or sold, and, provided further, that no Bank shall transfer, grant or sell any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (x) extend the final scheduled maturity of the Term Loans or Revolving Loans in which such participant is participating (it being understood that any waiver of the making of, or the application of any amortization payment or other prepayment or the method of any application of any prepayment to the amortization of the Loans shall not constitute an extension of the final maturity date thereof), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates), or reduce the principal amount thereof, or increase such participant's participating interest in any Commitment over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default exists and is continuingor of any mandatory prepayment or a mandatory reduction in the Total Commitment, without or a mandatory prepayment, shall not constitute a change in the prior written consent terms of any Commitment), (ii) release all or substantially all of the Borrowers, no Bank may grant a participation Collateral (in each case except as expressly provided in the Credit Documents) or (iii) consent to the assignment or transfer by the Borrower of any of its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets and obligations under management of greater than $15,000,000,000this Agreement.
Appears in 1 contract
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that (i) except as provided herein, no Borrower may assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks andBanks, provided further, that (ii) although any Bank may transfer, assign or grant participations in its rights hereunder and under the Notes pursuant to this Section 12.04(a) with the consent of FSA (such consent not to be unreasonably withheld, and such consent not required in the case of an assignment to an Affiliate of the Bank with the same ratings as provided hereunderthe Bank), such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment hereunder except as provided in Section 12.04(b)) ), and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided further, that and (iii) no Bank shall transfer transfer, grant or grant assign any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any of the other Credit Document Documents except to the extent such amendment or waiver would extend (A) extends the final scheduled maturity of any Loan in which such participant is participatingor Note, or reduce reduces the rate or extend extends the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) thereon, or reduce reduces the principal amount thereof, or increase increases the amount Commitment of the participant's participation any Bank over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in the Total any Commitment or Loan shall be permitted without the consent of any participant if Bank), (B) consents to the participant's participation is not increased as a result thereof)assignment or transfer by any Borrower of any of its rights and obligations under any Credit Document or (C) amends, modifies or waives any provision of this Section 12.04. In the case of any such participation, the participant shall not constitute a "Bank" hereunder and shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such any Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers any Borrower hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding , except that the foregoingparticipant shall be entitled to the benefits of Sections 2.10, so long as no Default 2.11 and 4.04 of this Agreement to the extent that such Bank would be entitled to such benefits if the participation had not been transferred, granted or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000assigned.
Appears in 1 contract
Samples: Credit Agreement (Financial Security Assurance Holdings LTD/Ny/)
Benefit of Agreement. (a) This Agreement shall be binding -------------------- upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that no the Borrower may not -------- ------- assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks and, provided further, that that, although any Bank may transfer, assign or grant participations in its ---------------- rights as provided hereunder, such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment Commitments or Loans hereunder except as provided in Section 12.04(b13.04(b)) and the transferee, assignee or participant, as the case may be, participant shall not constitute a "Bank" hereunder and, provided further, that no Bank shall transfer or grant any participation ---------------- under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the Revolving Loan Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or of a mandatory repayment of Loans shall not constitute a change in the terms of such participation, and that an increase in the Total any Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereofthereof and that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i)), (ii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement or (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Security Documents) supporting the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000.
Appears in 1 contract
Samples: Credit Agreement (Pacer Express Inc)
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; providedPROVIDED, howeverHOWEVER, that no neither Borrower may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each of the Banks and, provided furtherPROVIDED FURTHER, that that, although any Bank may transfer, assign or grant participations in its rights as provided hereunder, such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment Commitments hereunder except as provided in Section 12.04(b13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Bank" hereunder and, provided furtherPROVIDED FURTHER, that no Bank shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the relevant Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in the Total any Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof), (ii) consent to the assignment or transfer by either Borrower of any of its rights and obligations under this Agreement or (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) supporting the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers each Borrower hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000.
Appears in 1 contract
Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that no Borrower Credit Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document (it being understood that any merger, consolidation, sale or purchase permitted by Section 8.02 shall not be considered an assignment) without the prior written consent of each all of the Banks and, provided further, that no Bank may assign or transfer all or any portion of its Revolving Loan Commitment and/or its outstanding Revolving Loans except as provided in Section 12.04(b) and, provided further, that although any Bank may transfer, assign or grant participations in its rights as provided hereunderhereunder in accordance with this Section, such Bank shall remain a "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitment hereunder except as provided in Section 12.04(b)) and the transferee, assignee or participant, as the case may be, participant shall not constitute a "Bank" hereunder and, provided further, that no Bank shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of any terms of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute a change in the terms of such participation, and that an increase in the Total any Revolving Loan Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof), (ii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement or (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) supporting the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers Borrower hereunder shall be determined as if such Bank had not sold such participation. Notwithstanding the foregoing, so long as no Default or Event of Default exists and is continuing, without the prior written consent of the Borrowers, no Bank may grant a participation in its rights hereunder to any participant which owns a majority interest in a no-load mutual fund company with assets under management of greater than $15,000,000,000.
Appears in 1 contract
Samples: Credit Agreement (Nutraceutical International Corp)
