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 Credit Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the Lenders, (ii) although any Lender may transfer, assign or grant participations in its rights hereunder, such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” hereunder and (iii) no Lender shall transfer or grant 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 any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) 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 Commitments shall not constitute a change in the terms of such participation, and that an increase in 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), (y) consent to the assignment or transfer by the Borrower of any of its 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 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.
Appears in 5 contracts
Samples: Credit Agreement (NCL CORP Ltd.), Credit Agreement (NCL CORP Ltd.), Credit Agreement (Genco Shipping & Trading 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 the respective successors and assigns of the parties heretohereto to the extent permitted under this Section 8.4; providedprovided that, howeverexcept as provided in Section 5.10 of this Agreement, that (i) no Credit Party the Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of the Lenders, (ii) although any each Lender. Each Lender may transfer, assign or at any time grant participations in its rights hereunder, such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” hereunder and (iii) no Lender shall transfer or grant 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 any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) 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 Commitments shall not constitute a change in the terms of such participation, and that an increase in 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), (y) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement hereunder to one or (z) release all more commercial banks, insurance companies, funds or substantially all of the Collateral under all of the Security Documents (except as expressly other financial institutions; provided that 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 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; 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 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 Lender Note over the amount thereof then in effect (it being understood that a waiver of any Default or a Mandatory Prepayment, shall not constitute a change in the terms of any Lender Note), (y) release all or substantially all of the Assets (in each case, except as expressly provided in the Credit Documents), or (z) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement (except as provided in Section 5.10 of this Agreement); and provided, further, that, each participation shall be subject to the related participant providing a representation and warranty to the Lender from which it is acquiring its participation that it is a Qualified Purchaser and a Qualified Institutional Buyer and making representations substantially in the form set forth under Section 8.18(a)(i), Section 8.18(a)(ii), Section 8.18(a)(iv) and Section 8.18(a)(v).
Appears in 4 contracts
Samples: Credit Agreement (PennantPark Floating Rate Capital Ltd.), Credit Agreement (Silver Point Specialty Lending Fund), Class a Credit Agreement (Golub Capital BDC 3, 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 Credit Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the Lenders, (ii) although any Lender may transfer, assign or grant participations in its rights hereunder, such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments Loans or Individual Exposure hereunder except as provided in Section 13.04(b12.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” hereunder and (iii) no Lender shall transfer or grant 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 any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) 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 Commitments shall not constitute a change in the terms of such participation, and that an increase in 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), (y) consent to the assignment or transfer by the Borrower of any of its 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 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.
Appears in 3 contracts
Samples: Intercreditor Agreement (Gener8 Maritime, Inc.), Credit Agreement (Gener8 Maritime, Inc.), Credit Agreement (General Maritime Corp / MI)
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 Credit Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of all of the LendersBanks and, (ii) although any Lender provided further, that no Bank may transfer, assign or grant participations in its rights hereunder, such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments hereunder Commitment and/or its outstanding Loans except as provided in Section 13.04(b)12.04(b) and, provided further, that although any Bank may grant participations in its rights hereunder in accordance with this Section, such Bank shall remain a "Bank" for all purposes hereunder and the transferee, assignee or participant, as the case may be, participant shall not constitute a “Lender” "Bank" hereunder and (iii) and, provided further, that no Lender Bank shall transfer or grant 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 (xi) 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 or Note Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission Fees thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)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 Commitments Commitment shall not constitute a change in the terms of such participation, and that an increase in 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), (yii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement or (ziii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing 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 's rights against such Lender Bank in respect of such participation to be those set forth in the agreement executed by such Lender Bank in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender Bank had not sold such participation.
Appears in 3 contracts
Samples: Credit Agreement (Inacom Corp), Credit Agreement (Inacom Corp), Credit Agreement (Inacom 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 (i) no Credit Party Borrower may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the LendersBank and, (ii) provided further, that although any Lender the Bank may transfer, assign or grant participations in its rights hereunder, such Lender the Bank shall remain a “Lender” "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments Loans hereunder except as provided in Section 13.04(b10.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” "Bank" hereunder and, provided further, that the Bank shall not transfer or grant any participation without each Borrower's consent and (iii) no Lender in any event shall not transfer or grant 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 (xi) 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 Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)rates) or reduce the principal amount thereof, or increase the amount of the participant’s 's participation over the amount thereof then in effect effect, or (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitments shall not constitute a change in the terms of such participation, and that an increase in 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), (yii) consent to the assignment or transfer by the a Borrower of any of its 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 participatingAgreement. 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 Lender the Bank in respect of such participation to be those set forth in the agreement executed by such Lender Bank in favor of the participant relating thereto) and all amounts payable by the Borrower Borrowers hereunder shall be determined as if such Lender Bank had not sold such participation.
Appears in 3 contracts
Samples: Credit Agreement (Sierra Prime Income Fund), Credit Agreement (Sierra Prime Income Fund), Credit Agreement (Sierra Prime Income Fund)
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 Credit Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the Lenders, (ii) although any Lender may transfer, assign or grant participations in its rights hereunder, such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” hereunder and (iii) no Lender shall transfer or grant 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 any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) 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 Commitments shall not constitute a change in the terms of such participationDefault, and that an increase in 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), (y) consent to the assignment or transfer by the Borrower of any of its 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 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.
Appears in 3 contracts
Samples: Credit Agreement (Oaktree Capital Management Lp), Credit Agreement (General Maritime Corp / MI), Credit Agreement (General Maritime Corp / MI)
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 Credit Agreement Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of each of the LendersLenders and, (ii) provided, further, that, although any Lender may (without the consent of any Credit Party) transfer, assign or grant participations in its rights hereunder, such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments or Loans hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” hereunder and (iii) and, provided, further, that no Lender shall transfer or grant any participation participa- tion under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except (I) to the extent such amendment or waiver would (xi) extend the final scheduled maturity of any Loan Loan, Note, Letter of Credit or Note 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 Commitment Commission Fees thereon (except (m) in connection with a waiver of applicability of any post-post- default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)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 Commitments 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 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), (yii) consent to the assignment or transfer by the Borrower any Credit Agreement Party of any of its rights and obligations under this Agreement or (ziii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Security Documents) securing supporting the Loans hereunder Obligations in which such participant is participatingparticipating 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 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 Borrowers hereunder shall be determined as if such Lender had not sold such participation; provided that a Voting Participant shall have the voting rights to which it is entitled as described in the preceding 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 (i) no Credit Party Borrower may assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of the Lenders, (ii) although any . Each Lender may transfer, assign or at any time grant participations in its rights hereunder, such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” hereunder and (iii) no Lender shall transfer or grant 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 any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) 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 Commitments shall not constitute a change in the terms of such participation, and that an increase in 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), (y) consent to the assignment or transfer by the Borrower of any of its rights and obligations hereunder or under this Agreement or (z) release all or substantially all any of the Collateral under all of the Security Documents Notes to any Person, provided that (except as expressly provided x) 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 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 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 1.11 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, 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 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 or of a mandatory reduction in the Total Commitment, or a mandatory prepayment, shall not constitute a change in the terms of any Commitment).
Appears in 3 contracts
Samples: Credit Agreement (Mbia Inc), Credit Agreement (Mbia Inc), Credit Agreement (Mbia 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 Credit Party neither the Borrower nor any Guarantor may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the Lenders; and provided, (ii) further, that, although any Lender may transfer, assign or grant participations in its rights hereunder, such Lender shall remain a “"Lender” " for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments Commitment hereunder except as provided in Section 13.04(b11.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “"Lender” hereunder " hereunder; and (iii) provided, further, that no Lender shall transfer or grant 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 (xi) extend the final scheduled maturity of any Loan or Note in which such participant is participatingMaturity Date, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon fees on Loans in which such participant is participating (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and rates) or reduce the principal amount thereof (n) it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the any rate of interest or fees for purposes of this clause (xi)) , or reduce increase the principal amount of the participant's participation over the 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 Commitments shall not constitute a change in the terms of such participation, and that an increase in 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 (yii) consent to the assignment or transfer by the Borrower of any of its 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 participatingAgreement. 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 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.
Appears in 3 contracts
Samples: Credit Agreement (Superior Telecom Inc), Credit Agreement (Alpine Group Inc /De/), Credit Agreement (Superior Telecom 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 Credit Party the Borrower may not assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of all of the LendersLenders and, (ii) provided further, that although any Lender may transfer, assign or grant participations in its rights hereunder, such Lender shall remain a “"Lender” " for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments Commitment hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “"Lender” " hereunder and (iii) and, provided further, that no Lender shall transfer or grant 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 (xi) extend the final scheduled maturity of any Revolving Loan or Note in which such participant is participatingor 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 Commitment Commission Fees thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)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 Commitments Commitment shall not constitute a change in the terms of such participation, and that an increase in 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 (yii) consent to the assignment or transfer by the Borrower of any of its 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 participatingAgreement. 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 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.
Appears in 3 contracts
Samples: Credit Agreement (Flowers Foods Inc), Credit Agreement (Flowers Foods Inc), 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, that (i) no Credit Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the Lenders, (ii) although any Lender may transfer, assign or grant participations in its rights hereunder, such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments Loans hereunder except as provided in Section 13.04(b12.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” hereunder and (iii) no Lender shall transfer or grant 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 any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) 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 Commitments shall not constitute a change in the terms of such participation, and that an increase in 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), (y) consent to the assignment or transfer by the Borrower of any of its 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 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.
Appears in 3 contracts
Samples: Intercreditor Agreement (Gener8 Maritime, Inc.), Credit Agreement (Gener8 Maritime, Inc.), Credit Agreement (General Maritime Corp / MI)
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 Credit Loan Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Loan Document without the prior written consent of the all Lenders; and provided, (ii) further, that although any Lender may transfer, assign or grant participations in its rights hereunder, such Lender shall remain a “"Lender” " for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments Loans hereunder except as provided in Section 13.04(b10.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “"Lender” hereunder " hereunder; and (iii) provided, further, that no Lender shall transfer or grant any participation (x) to any competitor of the Borrower or any of its Subsidiaries or (y) under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Loan Document except to the extent such amendment or waiver would would: (xi) 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 Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)rates) or reduce the principal amount thereof, or increase the amount of the participant’s participation thereof over the amount thereof then in effect (it being understood that a waiver waivers of any Default Defaults or Event Events of Default or of a mandatory reduction in the Total Commitments repayment shall not constitute a change in the terms of such participation, and that an increase in 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 (yii) consent to the assignment or transfer by or a release of the Borrower or any Subordinated Guarantor of any of its 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 any other Loan Document other than, in the Credit Documents) securing the Loans hereunder in which such participant is participatingcase of any Subordinated Guaranty, as otherwise provided therein. In the case of any such permitted participation, the participant shall not have any rights under this Agreement or any of the other Credit Loan Documents (the participant’s '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 any Loan Party hereunder and thereunder shall be determined as if such Lender had not sold such participation.
Appears in 2 contracts
Samples: Senior Subordinated Loan Agreement (Consolidated Delivery & Logistics Inc), Cd&l 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 Credit Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the LendersBanks; and provided further, (ii) that although any Lender Bank may transfer, assign or grant participations in its rights hereunder, such Lender Bank shall remain a “Lender” "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments or Loans hereunder except as provided in Section 13.04(b12.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” hereunder "Bank" hereunder; and (iii) provided further, that no Lender Bank shall transfer or grant 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 (xi) 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 or Note Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission Fees thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)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 Commitments Commitment shall not constitute a change in the terms of such participationany Commitment, and that an increase in 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), (yii) consent to the assignment or transfer by the Borrower any Credit Party of any of its rights and obligations under this Agreement or (ziii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing 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 's rights against such Lender Bank in respect of such participation to be those set forth in the agreement executed by such Lender Bank in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender Bank had not sold such participation.
Appears in 2 contracts
Samples: And Assumption Agreement (Vantas Inc), Credit Agreement (Reckson Services Industries 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 (i) no Credit Party the Borrower may not assign or -------- transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of the Lenders, (ii) although any . Each Lender may transfer, assign or at any time grant participations in its rights hereunder, such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” hereunder and (iii) no Lender shall transfer or grant 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 any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) 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 Commitments shall not constitute a change in the terms of such participation, and that an increase in 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), (y) consent to the assignment or transfer by the Borrower of any of its rights and obligations hereunder or under this Agreement or (z) release all or substantially all any of the Collateral under all of the Security Documents (except as expressly Notes to another financial institution, provided that 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 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 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, 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 or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute a change in the terms of any Commitment), (ii) release all or substantially all of the Collateral or (iii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement or any other Credit Document.
Appears in 2 contracts
Samples: Credit Agreement (MJD Communications Inc), Assignment Agreement (MJD 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, provided that (i) no Credit Party the Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of the Lenders, (ii) although any . Each Lender may transfer, assign or at any time grant participations in its rights hereunder, such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” hereunder and (iii) no Lender shall transfer or grant 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 any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) 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 Commitments shall not constitute a change in the terms of such participation, and that an increase in 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), (y) consent to the assignment or transfer by the Borrower of any of its rights and obligations hereunder or under this Agreement or (z) release all or substantially all any of the Collateral under all of the Security Documents Notes to another financial institution, provided that (except as expressly provided x) 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 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, 2.06 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 and (y) 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 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 or of a mandatory reduction in the Total Commitment, or a mandatory prepayment, shall not constitute a change in the terms of any Commitment), (ii) release all or substantially all of the Collateral or (iii) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under this Agreement or any other Credit Document.
Appears in 2 contracts
Samples: Credit Agreement (National Tobacco Co Lp), Credit Agreement (National Tobacco Co 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 (i) no Credit Party Borrower may assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of the Lenders, (ii) although any . Each Lender may transfer, assign or at any time grant participations in its rights hereunder, such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” hereunder and (iii) no Lender shall transfer or grant 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 any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) 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 Commitments shall not constitute a change in the terms of such participation, and that an increase in 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), (y) consent to the assignment or transfer by the Borrower of any of its rights and obligations hereunder or under this Agreement any of its Notes to any bank or (z) release all or substantially all of the Collateral under all of the Security Documents (except as expressly other financial institution; provided that 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 Documents, including rights of consent, approval or waiver (the participant’s '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 Borrowers hereunder shall be determined as if such Lender had not sold such participation, except that the participant shall be entitled to receive the additional amounts under Sections 1.10, 1.11, 2.04 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 sold; 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 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 or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of any Commitment and that an increase in any Commitment shall be permitted without the consent of any participant if such 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 or any other Credit Document except in accordance with the terms hereof and thereof.
Appears in 2 contracts
Samples: Credit Agreement (Endurance Specialty Holdings LTD), 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 (i) no Credit Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the Lenders, (ii) although any Lender may transfer, assign or grant participations in its rights hereunderhereunder in accordance with this Section 13.04, such Lender shall remain a “"Lender” " for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “"Lender” " hereunder and (iii) no Lender shall transfer or grant 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 any Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the Revolving Loan or Note Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission Fees thereon (except (mI) in connection with a waiver of applicability of any post-default increase in interest rates and (nII) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) 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 Commitments shall not constitute a change in the terms of such participation, and that an increase in 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), (y) consent to the assignment or transfer by the Borrower of any of its 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 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.
Appears in 2 contracts
Samples: Security Agreement (Iasis Healthcare Corp), Southwest General Hospital 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 (i) no Credit Party the Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of the Lenders, (ii) although Banks. Each Bank may at any Lender may transfer, assign or time grant participations in any of its rights 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 Lender 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 Borrower hereunder shall remain a “Lender” for all purposes hereunder (be determined as if such Bank had not sold such participation, except that the participant shall be entitled to receive the additional amounts under Sections 1.10, 1.11 and may 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 transfer been entered into or sold; and provided further, that no Bank shall transfer, grant or assign all or any portion of its Commitments hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” hereunder and (iii) no Lender shall transfer or grant 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 (xi) 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 Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) 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 Commitments Commitment shall not constitute a change in the terms of such participation, any Commitment and that an increase in 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), ) or (yii) consent to the assignment or transfer by the Borrower of any of its 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 (Document except in accordance with 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) terms hereof and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participationthereof.
Appears in 2 contracts
Samples: Credit Agreement (Amerus Group Co/Ia), Credit Agreement (Amerus Group Co/Ia)
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 Credit Party may assign -------- ------- or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the LendersBanks; and provided further, (ii) that, although any Lender -------- ------- Bank may transfer, assign or grant participations in its rights hereunder, such Lender Bank shall remain a “Lender” "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” hereunder "Bank" hereunder; and (iii) provided further, that no Lender Bank -------- ------- shall transfer or grant 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 (xi) extend the final scheduled maturity Final Scheduled Maturity of any Loan the Facility or Note Tranche in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission Fees thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)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 Commitments Commitment shall not constitute a change in the terms of such participation, and that an increase in 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), (yii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement or (ziii) release (x) the Guarantee of Holdings or (y) all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Security Documents) securing or in connection with a sale otherwise permitted hereby), 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 's rights against such Lender Bank in respect of such participation to be those set forth in the agreement executed by such Lender Bank in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender Bank had not sold such participation.
Appears in 2 contracts
Samples: Credit Agreement (Coinmach Laundry Corp), Credit Agreement (Coinmach 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 (i) no Credit Party Borrower may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the LendersLenders (and any attempted such assignment without such consent shall be null and void) and, (ii) provided further, that, although any Lender may transfer, assign or grant participations in its rights hereunder, such Lender shall remain a “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 Commitments hereunder except as provided in Section 13.04(b)14.03(b) and the transferee14.03(d), assignee or participantprovided further, as the case may be, shall not constitute a “Lender” hereunder and (iii) that no Lender shall transfer or grant 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 (xi) 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 thereon or Commitment Commission thereon Fees (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and rates) or reduce the principal amount thereof (n) 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 the any rate of interest or Fees for purposes of this clause (xi), so long as the primary purpose of the respective amendments or modifications to the financial definitions or to Section 14.06(a) or was not to reduce the principal amount thereofinterest 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 Commitments Revolving Loan Commitment shall not constitute a change in the terms of such participation, and that an increase in any 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), (yii) 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 (ziii) release all or substantially all of the Pledge and Security Agreement Collateral under all of the Pledge and Security Documents Agreement (except as expressly provided in the Credit Documents) securing supporting the Revolving 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 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.
Appears in 2 contracts
Samples: Credit Agreement (Host Marriott Corp/), Credit Agreement (Host Marriott 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 (i) no Credit Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the Lenders, (ii) although any Lender may transfer, assign or grant participations in its rights hereunder, such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” hereunder and (iii) no Lender shall transfer or grant 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 any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)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 Commitments shall not constitute a change in the terms of such participation, and that an increase in 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), (y) consent to the assignment or transfer by the Borrower of any of its 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 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.
Appears in 2 contracts
Samples: Pledge and Security Agreement (Genco Shipping & Trading LTD), Credit Agreement (Todco)
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 Credit Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the LendersBanks; and provided further, (ii) that although any Lender Bank may transfer, assign or grant participations in its rights hereunder, such Lender Bank shall remain a “Lender” "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments or Loans hereunder except as provided in Section 13.04(b12.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” hereunder "Bank" hereunder; and (iii) provided further, that no Lender Bank shall transfer or grant 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 (xi) extend the final scheduled maturity of any Loan Loan, Note or Note Letter of Credit (unless such Letter of Credit is not extended beyond the relevant Maturity Date therefor) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission Fees thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)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 Commitments Commitment shall not constitute a change in the terms of such participationany Commitment, and that an increase in 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), (yii) consent to the assignment or transfer by the Borrower any Credit Party of any of its rights and obligations under this Agreement or (ziii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing 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 's rights against such Lender Bank in respect of such participation to be those set forth in the agreement executed by such Lender Bank in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender Bank had not sold such participation.
Appears in 2 contracts
Samples: Credit Agreement (Hq Global Holdings Inc), Credit Agreement (Frontline Capital Group)
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 (i) no Credit Party Borrower may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the LendersLenders and, (ii) provided further, that, although any Lender may transfer, assign or grant participations in its rights hereunder, such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments or outstanding Loans hereunder except as provided in Section 13.04(bSections 1.13 and 12.04(b)) and the transferee, assignee or participant, as the case may bebe (each, a “Lender Participant”), shall not constitute a “Lender” hereunder and (iii) and, provided further, that no Lender shall transfer or grant any participation under which the participant Lender Participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except as (and to the extent) provided in sub-clause (B) of this Section 12.04(a) or to the extent such amendment or waiver would (xi) 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 or Note Maturity Date) in which such participant Lender Participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission Fees thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and rates) (n) 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 for purposes of this clause (x)or Fees payable hereunder) or reduce the principal amount thereof, or increase the amount of the participantLender 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 Commitments Commitment shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant Lender Participant if the participantLender Participant’s participation is not increased as a result thereof), (yii) consent to the assignment or transfer by the any Borrower of any of its rights and obligations under this Agreement or (ziii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing supporting the Loans hereunder in which such participant Lender Participant is participating. In the case of any such participation, the participant Lender Participant shall not have any rights under this Agreement or any of the other Credit Documents (the participantLender 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 Lender Participant relating thereto) and all amounts payable by the any Borrower hereunder shall be determined as if such Lender had not sold such participation.
Appears in 2 contracts
Samples: Credit Agreement (Silgan Holdings Inc), Credit Agreement (Silgan 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 (i) no Credit Party Borrower may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the LendersBank and, (ii) provided further, that although any Lender the Bank may transfer, assign or grant participations in its rights hereunder, such Lender the Bank shall remain a “Lender” "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments Loans hereunder except as provided in Section 13.04(b10.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” "Bank" hereunder and, provided further, that the Bank shall not transfer or grant any participation without each Borrower's consent and (iii) no Lender in any event shall not transfer or grant 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 (xi) 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 Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)rates) or reduce the principal amount thereof, or increase the amount of the participant’s 's participation over the amount thereof then in effect effect, or (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitments shall not constitute a change in the terms of such participation, and that an increase in 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), (yii) consent to the assignment or transfer by the a Borrower of any of its 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 participatingAgreement. 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 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.Bank in
Appears in 2 contracts
Samples: Credit Agreement (Sierra Prime Income Fund), Credit Agreement (Sierra Prime Income Fund)
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 Credit Party the Borrower may not assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the LendersBanks and, (ii) provided further, that, although any Lender Bank may transfer, assign or grant participations in its rights hereunder, such Lender Bank shall remain a “Lender” "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments Commitment hereunder except as provided in Section 13.04(b12.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” "Bank" hereunder and (iii) and, provided further, that no Lender Bank shall transfer or grant 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 (xi) 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 Commitment Commission Fees thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)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 Commitments Commitment shall not constitute a change in the terms of such participation, and that an increase in 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), (yii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement or (ziii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing 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 's rights against such Lender Bank in respect of such participation to be those set forth in the agreement executed by such Lender Bank in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender Bank had not sold such participation.
Appears in 2 contracts
Samples: Credit Agreement (Eldertrust), Credit Agreement (Host Marriott Corp/Md)
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 Credit Party Borrower may assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of the Lenders, (ii) although any Lender. The Lender may transfer, assign or at any time grant participations participation in any of its rights hereunder, such Lender shall remain hereunder or under the Note to another financial institution that is not a “Lender” for all purposes hereunder (and may not transfer or assign all competitor of MobilePro or any portion Subsidiary, provided that in the case of its Commitments hereunder except as provided any such participation, the participant shall not have any rights under this Agreement or any of the other Credit and Security Documents (the participant's rights against the Lender in Section 13.04(b)respect of such participation to be those set forth in the agreement executed by the Lender in favor of the participant relating thereto) and all amounts payable by the transfereeBorrowers hereunder shall be determined as if the Lender had not sold such participation, assignee except that the participant shall be entitled to the benefits of Sections 1.09 and 3.04 of this Agreement to the extent that the 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 “Lender” hereunder and (iii) provided further that no 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 this Agreement or any other Credit Document except to the extent such amendment or waiver would (xi) extend the final scheduled maturity of any Loan or Note in which such participant is participating, Maturity Date or reduce the rate or extend the time of payment of interest or Commitment Commission Fees thereon (except (m) in connection with a waiver of the applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (xrates)) , or reduce the principal amount thereof, or increase such participant's participating interest in the amount of the participant’s participation 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 Commitments Loan, or a mandatory prepayment, shall not constitute a change in the terms of such participation, and that an increase in any Commitment the Loan),(ii) release all or Loan shall be permitted without substantially all of the consent of any participant if the participant’s participation is not increased as a result thereof), Collateral or (yiii) consent to the assignment or transfer by the any Borrower or any Davel Credit Party of any of its 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 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 participationDocument.
Appears in 2 contracts
Samples: Credit Agreement (Mobilepro Corp), Credit Agreement (Davel 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, provided that (i) no Credit Party the Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of all the Lenders. Each Lender may, (ii) although in accordance with Applicable Law, at any Lender may transfer, assign or time grant participations in its rights hereunder, such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” hereunder and (iii) no Lender shall transfer or grant 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 any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) 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 Commitments shall not constitute a change in the terms of such participation, and that an increase in 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), (y) consent to the assignment or transfer by the Borrower of any of its rights and obligations hereunder or under this Agreement or (z) release all or substantially all any of the Collateral under all of the Security Documents (except as expressly Promissory Notes to another financial institution, provided that 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 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 1.12, 1.14 and 4.3 of this Agreement (subject to the requirements and limitations therein, including the requirements under Section 4.3(f) (it being understood that the documentation required under Section 4.3(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this section; provided that such participant (i) agrees to be subject to the provisions of Sections 1.12, 1.14 and 4.3 as if it were an assignee under paragraph (b) of this Section and (ii) shall not be entitled to receive any greater payment under Sections 1.12, 1.14 and 4.3, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from an adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof that occurs after the participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 1.15 with respect to any participant. 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 that, in purchasing such participation, such participant shall be deemed to have agreed to share with the Lenders the proceeds thereof as provided in Section 12.6(b) as fully as if it were a Lender hereunder, 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 Promissory 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 or of a mandatory reduction in the Total Revolving Commitment, or a mandatory prepayment, shall not constitute a change in the terms of any Commitment), (ii) release all or substantially all of the Collateral except in accordance with the Credit Documents or (iii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement or any other Credit Document. Each Lender that sells a participation shall, acting solely for this purpose as a nonfiduciary 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 to any Person (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) 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.
Appears in 2 contracts
Samples: Credit Agreement, Direction and Waiver (InfraREIT, Inc.), Lease Agreement (InfraREIT, 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 Credit Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the LendersBanks; and provided further, (ii) that, although any Lender Bank may transfer, assign or grant participations in its rights hereunder, such Lender Bank shall remain a “Lender” "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” hereunder "Bank" hereunder; and (iii) provided, further, that no Lender Bank shall transfer or grant 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 (xi) extend the final scheduled maturity applicable Final Scheduled Maturity Date of any Loan or Note the Tranche in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission Fees thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)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 Commitments Commitment shall not constitute a change in the terms of such participation, and that an increase in 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), (yii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement or (ziii) release (x) the Guaranty of any Subsidiary Guarantor (except as otherwise provided in Section 9.02) or (y) all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Security Documents) securing or in connection with a sale otherwise permitted hereby), 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 's rights against such Lender Bank in respect of such participation to be those set forth in the agreement executed by such Lender Bank in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender Bank had not sold such participation.
Appears in 2 contracts
Samples: Credit Agreement (Coinmach Corp), Credit Agreement (Appliance Warehouse of America 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 (i) no Credit Party -------- may assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of all the Lenders, (ii) although any . Each Lender may transfer, assign or at any time grant participations in its rights hereunder, such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” hereunder and (iii) no Lender shall transfer or grant 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 any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) 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 Commitments shall not constitute a change in the terms of such participation, and that an increase in 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), (y) consent to the assignment or transfer by the Borrower of any of its rights and obligations hereunder or under this Agreement or (z) release all or substantially all any of the Collateral under all of the Security Documents (except as expressly Notes to another financial institution, provided that 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 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, 2.6 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, 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) waive any Scheduled Repayment or 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 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 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 or of a mandatory reduction in the Total Commitment, or a mandatory prepayment, shall not constitute a change in the terms of any Commitment), (ii) release any Guarantor from its obligations under its Guaranty except in accordance with the terms thereof, (iii) release all or substantially all of the Collateral or (iv) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under this Agreement or any other Credit Document.
Appears in 2 contracts
Samples: Credit Agreement (Graphic Controls Corp), Credit Agreement (Graphic Controls 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 (i) no Credit Party Borrower may assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of the Lenders, (ii) although any . Each Lender may transfer, assign or at any time grant participations in its rights hereunder, such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” hereunder and (iii) no Lender shall transfer or grant 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 any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) 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 Commitments shall not constitute a change in the terms of such participation, and that an increase in 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), (y) consent to the assignment or transfer by the Borrower of any of its rights and obligations hereunder or under this Agreement or (z) release all or substantially all any of the Collateral under all of the Security Documents Notes to any Person, provided that (except as expressly provided x) 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 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 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 1.11 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, 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 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 or of a mandatory reduction in the Total Commitment, or a mandatory prepayment, shall not constitute a change in the terms of any Commitment).
Appears in 2 contracts
Samples: Credit Agreement (Mbia Inc), Credit Agreement (Mbia 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 Credit Party Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of the Lenders, (ii) although Banks. Each Bank may at any Lender may transfer, assign or time grant participations in any of its rights hereunderhereunder or under any of the Notes to another financial institution; provided, however, that in the case of any such Lender participation, the participant shall remain a “Lender” for 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 purposes amounts payable by Borrower hereunder (shall be determined as if such Bank had not sold such participation, except that the participant shall he entitled to the benefits of Sections 1.10 and may 4.04 of this Agreement to the extent that such Bank would be entitled to such benefits if the participation had not transfer been entered into or sold; provided, further, however, that no Bank shall transfer, grant or assign all or any portion of its Commitments hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” hereunder and (iii) no Lender shall transfer or grant 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 (xi) 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 or Commitment Commission Fees thereon (except (m) in connection with a waiver of the applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (xrates)) , 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 Commitments Commitment, or a mandatory prepayment, shall not constitute a change in the terms of such participation, and that an increase in any Commitment Commitment) or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof), (yii) consent to the assignment or transfer by the Borrower of any of its 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 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 participationAgreement.
Appears in 2 contracts
Samples: Credit Agreement (Global Marine Inc), 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, provided that (i) no Credit Party Borrower may assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of the Lenders. Each Lender may, (ii) although any Lender may transfer, assign or grant participations in its rights hereunder, such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” hereunder and (iii) no Lender shall transfer or grant 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 any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) 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 Commitments shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of the Borrowers, at any participant if the participant’s participation is not increased as a result thereof), (y) consent to the assignment or transfer by the Borrower of time grant participations in any of its rights and obligations hereunder or under this Agreement or (z) release all or substantially all any of the Collateral under all of the Security Documents Notes to any Person, provided that (except as expressly provided x) 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 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 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 1.11 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 and (y) 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 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 or of a mandatory reduction in the Total Commitment, or a mandatory prepayment, shall not constitute a change in the terms of any Commitment).
Appears in 2 contracts
Samples: Credit Agreement (Partnerre LTD), Credit Agreement (Partnerre 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 (i) no Credit Party Borrower may not assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the Lenders; and provided, (ii) further, that although any Lender may transfer, assign or grant participations in its rights hereunder, such Lender shall remain a “"Lender” " for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments hereunder except as provided in Section 13.04(b11.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “"Lender” hereunder " hereunder; and (iii) provided, further, that no Lender shall transfer or grant 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 (xi) extend the final scheduled maturity of any Loan or Note in which such participant is participatingMaturity Date, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-post- default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)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 total Commitments shall not constitute a change in the terms of such participation, and that an increase in 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), (yii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement or (ziii) release all or substantially all of the Collateral under all of the Security Credit Facility Mortgage Documents (except as expressly provided in the Credit Facility Mortgage Documents) securing or in connection with a sale otherwise permitted hereby), 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 '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.
Appears in 2 contracts
Samples: Credit Agreement (Trump Hotels & Casino Resorts Funding Inc), Credit Agreement (Trumps Castle Funding 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 Credit Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the Lenders, (ii) although any Lender may transfer, assign or grant participations in its rights hereunder, such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” hereunder and (iii) no Lender shall transfer or grant 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 any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) 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 Commitments shall not constitute a change in the terms of such participation, and that an increase in 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 (y) consent to the assignment or transfer by the Borrower Borrowers of any of its 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 participatingAgreement. 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 Borrowers hereunder shall be determined as if such Lender had not sold such participation.
Appears in 2 contracts
Samples: Credit Agreement (Overseas Shipholding Group Inc), Credit Agreement (Overseas Shipholding Group 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 8.4; providedprovided that, howeverexcept as provided in Section 5.10 of this Agreement, that (i) no Credit Party the Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of the Lenders, (ii) although any each Lender. Each Lender may transfer, assign or at any time grant participations in its rights hereunder, such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” hereunder and (iii) no Lender shall transfer or grant 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 any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) 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 Commitments shall not constitute a change in the terms of such participation, and that an increase in 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), (y) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement hereunder to one or (z) release all more commercial banks, insurance companies, funds or substantially all of the Collateral under all of the Security Documents (except as expressly other financial institutions; provided that 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 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; 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 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 Lender Note over the amount thereof then in effect (it being understood that a waiver of any Default or a Mandatory Prepayment, shall not constitute a change in the terms of any Lender Note), (y) release all or substantially all of the Assets (in each case, except as expressly provided in the Credit Documents), or (z) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement (except as provided in Section 5.10 of this Agreement); and provided, further that, each participation shall be subject to the related participant providing a representation and warranty to the Lender from which it is acquiring its participation that it is a Qualified Purchaser and a Qualified Institutional Buyer and making representations substantially in the form set forth under Section 8.18(a)(i), Section 8.18(a)(ii), Section 8.18(a)(iv) and Section 8.18(a)(v).
Appears in 2 contracts
Samples: Credit Agreement (GOLUB CAPITAL BDC, Inc.), Class a 1l Credit Agreement (Bain Capital Specialty Finance, 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 Credit Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the Lenders, (ii) although any Lender may transfer, assign or grant participations in its rights hereunderhereunder with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and shall not be required if any Event of Default is then in existence), such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” hereunder and (iii) no Lender shall transfer or grant 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 any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)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 Commitments shall not constitute a change in the terms of such participation, and that an increase in 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), (y) consent to the assignment or transfer by the Borrower of any of its 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 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.
Appears in 2 contracts
Samples: Credit Agreement (Baltic Trading LTD), Credit Agreement (Baltic Trading 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 (i) no Credit Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the LendersBanks and, (ii) provided further, that, although any Lender Bank may transfer, assign or grant participations in its rights hereunder, such Lender Bank shall remain a “Lender” "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” "Bank" hereunder and (iii) and, provided further, that no Lender Bank shall transfer or grant 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 (xi) extend the final scheduled maturity of any Loan Loan, Note or Note 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 Commitment Commission Fees thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)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 Commitments Commitment shall not constitute a change in the terms of such participation, and that an increase in 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), (yii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement or (ziii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing supporting the Loans 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 's rights against such Lender Bank in respect of such participation to be those set forth in the agreement executed by such Lender Bank in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender Bank had not sold such participation.
Appears in 2 contracts
Samples: Credit Agreement (Big Flower Press Holdings Inc), Credit Agreement (Jordan Industries 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 (i) no Credit Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the LendersBanks; and PROVIDED FURTHER, (ii) that although any Lender Bank may transfer, assign or grant participations in its rights hereunder, such Lender Bank shall remain a “Lender” "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments or Loans hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” hereunder "Bank" hereunder; and (iii) PROVIDED FURTHER, that no Lender Bank shall transfer or grant 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 (xi) 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 or Note Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission Fees thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)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 Commitments Commitment shall not constitute a change in the terms of such participationany Commitment, and that an increase in 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), (yii) consent to the assignment or transfer by the Borrower any Credit Party of any of its rights and obligations under this Agreement or (ziii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing 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 's rights against such Lender Bank in respect of such participation to be those set forth in the agreement executed by such Lender Bank in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender Bank had not sold such participation.
Appears in 1 contract
Samples: Credit Agreement (Ubiquitel 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 Credit Party the Company may not assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the LendersBanks and, (ii) provided further, that although any Lender Bank may transfer, assign or grant participations in its rights hereunder, such Lender Bank shall remain a “Lender” "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” "Bank" hereunder and (iii) and, provided further, that no Lender Bank shall transfer or grant 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 (xi) extend the final scheduled maturity of any Loan Loan, Note or Note 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 Commitment Commission Fees thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)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 Commitments Revolving Loan Commitment or of a mandatory repayment shall not constitute a change in the terms of such participation, and that an increase in 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 (yii) consent to the assignment or transfer by the Borrower Company of any of its 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 participatingAgreement. 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 Lender Bank in respect of such participation to be those set forth in the agreement executed by such Lender Bank in favor of the participant relating thereto) and all amounts payable by the Borrower Company hereunder shall be determined as if such Lender Bank had not sold such participation.
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) no Credit Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the LendersBanks and, (ii) provided further, that, although any Lender Bank may transfer, assign or grant participations in its rights hereunder, such Lender Bank shall remain a “Lender” "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments Commitment hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” "Bank" hereunder and (iii) and, provided further, that no Lender Bank shall transfer or grant 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 (xi) extend the final scheduled maturity of any Loan Loan, Note or Note 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 Commitment Commission Fees thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)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 Commitments Commitment shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan and an increase in the available portion of any Commitment of any Bank shall be permitted without the consent of any participant if the participant’s 's participation is not increased as a result thereof), (yii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement or (ziii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing 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 's rights against such Lender Bank in respect of such participation to be those set forth in the agreement executed by such Lender Bank in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender Bank had not sold such participation.
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) no Credit Party the Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of the Lenders, (ii) although Banks. Each Bank may at any Lender may transfer, assign or time grant participations in any of its rights 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 Lender 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 Borrower hereunder shall remain a “Lender” for all purposes hereunder (be determined as if such Bank had not sold such participation, except that the participant shall be entitled to receive the additional amounts under Sections 1.10, 1.11 and may 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 transfer been entered into or sold; and provided further, that no Bank shall transfer, grant or assign all or any portion of its Commitments hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” hereunder and (iii) no Lender shall transfer or grant 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 (xi) 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 Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) Fees, or reduce the principal amount thereof, or increase the amount of the such participant’s participation '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 or of a mandatory reduction in the Total Commitments Commitment shall not constitute a change in the terms of such participation, any Commitment and that an increase in 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), ) or (yii) consent to the assignment or transfer by the Borrower of any of its 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 (Document except in accordance with 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) terms hereof and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participationthereof.
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) no Credit Party may assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of the Lenders, (ii) although Banks. Each Bank may at any Lender may transfer, assign or time grant participations in any of its rights 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 Lender 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 Borrower hereunder shall remain a “Lender” for all purposes hereunder (be determined as if such Bank had not sold such participation, except that the participant shall be entitled to receive the additional amounts under Sections 1.10, 1.11 and may 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 transfer been entered into or sold; and provided further, that no Bank shall transfer, grant or assign all or any portion of its Commitments hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” hereunder and (iii) no Lender shall transfer or grant 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 (xi) extend any Scheduled Repayment or 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 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 Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) Fees, or reduce the principal amount thereof, or increase the amount of the such participant’s participation '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 or of a mandatory reduction in the Total Commitments Commitment or of a mandatory prepayment shall not constitute a change in the terms of such participation, any Commitment and that an increase in 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), (yii) release all or any material portion of the Collateral (except as expressly provided in the Credit Documents) or (iii) consent to the assignment or transfer by the Borrower or SNIG of any of its 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 (Document except in accordance with 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) terms hereof and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participationthereof.
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) no Credit Party neither Borrower may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of each of the LendersLenders and, (ii) provided further, that, although any Lender may (without the consent of any Credit Party) transfer, assign or grant participations in its rights hereunder, such Lender shall remain a “"Lender” " for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments or Loans hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “"Lender” " hereunder and (iii) and, provided further, that no Lender shall transfer or grant 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 (xi) 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 or Note Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission Fees thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)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 Commitments 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 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 (other than a modification of the percentages set forth in the definition of "Applicable Margin") 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), (yii) consent to the assignment or transfer by the either Borrower of any of its rights and obligations under this Agreement or (ziii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Security Documents) securing supporting the Loans hereunder 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 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 Borrowers hereunder shall be determined as if such Lender had not sold such participation.
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) no Credit Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the Lenders, (ii) although any Lender may transfer, assign or grant participations in its rights hereunder, such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer or assign all or any portion of its Revolving Commitments hereunder except as provided in Section 13.04(b12.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” hereunder and (iii) no Lender shall transfer or grant 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 any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) 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 Commitments shall not constitute a change in the terms of such participation, and that an increase in any Revolving Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof), (y) consent to the assignment or transfer by the Borrower of any of its 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 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.
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) no Credit Party the Borrower may not assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of each of the LendersLenders and, (ii) provided, further, that, although any Lender may transfer, assign or (without the consent of any Credit Party) grant participations in its rights hereunder, such Lender shall remain a “"Lender” " for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments or Loans hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “"Lender” " hereunder and (iii) and, provided, further, no Lender shall transfer or grant 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 (xi) extend the final scheduled maturity of any Loan Loan, Note, or Note 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 Commitment Commission Fees thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)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 Commitments 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 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 (other than a modification of the percentages set forth in the definition of "Applicable Margin") 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), (yii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement or (ziii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Security Documents) securing supporting the Loans hereunder 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 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 Borrowers hereunder shall be determined as if such Lender had not sold such participation.
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) no Credit Party the Borrower may not -------- ------- assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the LendersBanks and, (ii) provided further, that, although any Lender Bank may transfer, assign or grant ---------------- participations in its rights hereunder, such Lender Bank shall remain a “Lender” "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” "Bank" hereunder and (iii) and, provided further, that no Lender Bank shall transfer or grant 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 (xi) extend the final scheduled maturity of any Loan Loan, Note or Note Letter of Credit (unless such Letter of Credit is not extended beyond the A/RF Maturity Date) in which such participant is participatingpartici- pating, or reduce the rate or extend the time of payment of interest or Commitment Commission Fees thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)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 Commitments shall not constitute a change in the terms of such participation, and that an increase in crease in 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), (yii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement or (ziii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing 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 's rights against such Lender Bank in respect of such participation to be those set forth in the agreement executed by such Lender Bank in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender Bank had not sold such participation.
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) no Credit Party the Borrower may not assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of all of the LendersLenders and, (ii) provided further, that although any Lender may transfer, assign or grant participations in its rights hereunder, such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments Commitment hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” hereunder and (iii) and, provided further, that no Lender shall transfer or grant 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 (xi) extend the final scheduled maturity of any Revolving Loan or Note in which such participant is participatingor 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 Commitment Commission Fees thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)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 Commitments Commitment shall not constitute a change in the terms of such participation, and that an increase in 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 (yii) consent to the assignment or transfer by the Borrower of any of its 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 participatingAgreement. 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. Notwithstanding anything in this Section 13.04(a) to the contrary, any bank or other lending institution that is a member of the Farm Credit System that (A) has purchased a participation or sub-participation in the minimum amount of $10,000,000 on or after the Restatement Effective Date, (B) is, by written notice to the Borrower and the Administrative Agent (“Voting Participant Notification”), designated by the selling Lender as being entitled to be accorded the rights of a Voting Participant hereunder (any bank or other lending institution that is a member of the Farm Credit System so designated being called a “Voting Participant”) and (C) receives the prior written consent of the Borrower and the Administrative Agent to become a Voting Participant, shall be entitled to vote (and the voting rights of the selling Lender shall be correspondingly reduced), on a dollar for dollar basis, as if such participant or sub-participant were a Lender, on any matter requiring or allowing a Lender to provide or withhold its consent, or to otherwise vote on any proposed action. To be effective, each Voting Participant Notification shall, with respect to any Voting Participant, (1) state the full name, as well as all contact information required of an assignee in any Assignment and Assumption Agreement and (2) state the dollar amount of the participation or sub-participation purchased. The Borrower and the Administrative Agent shall be entitled to conclusively rely on information contained in notices delivered pursuant to this paragraph. Notwithstanding the foregoing, each bank or other lending institution that is a member of the Farm Credit System designated as a Voting Participant in Schedule VII hereto shall be a Voting Participant without delivery of a Voting Participant Notification and without the prior written consent of the Borrower and the Administrative Agent.
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, that (i) no Credit Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the Lenders, (ii) although any . Each Lender may transfer, assign or at any time grant participations in its rights hereunder, such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” hereunder and (iii) no Lender shall transfer or grant 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 any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) 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 Commitments shall not constitute a change in the terms of such participation, and that an increase in 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), (y) consent to the assignment or transfer by the Borrower of any of its rights and obligations hereunder or under this Agreement or (z) release all or substantially all any of the Collateral under all of the Security Documents (except as expressly Notes to another financial institution, including, without limitation, investment funds, provided that 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 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, 2.04 and 4.04 to the extent that such Lender would be entitled to such benefits if the participation had not been entered into or sold, 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, 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 the 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 the rate of interest for purposes of this clause (i)), or increase such participant's participating interest in any Commitment over the amount thereof then in effect (it being understood that (x) a waiver of any Default or Event of Default or of a mandatory prepayment, shall not constitute a change in the terms of any Commitment and (y) an increase in 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) release all or substantially all of the Collateral which support the Loans in which such participant is participating (except as expressly permitted in any Credit Documents), (iii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (iv) reduce the percentage specified in the definition of Required Lenders or (v) amend, modify or waive any provision of this Section 12.04.
Appears in 1 contract
Samples: Credit Agreement (Hvide 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 (i) no Credit Party the Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of the LendersBanks and, (ii) although any Lender provided further, that, no Bank may transfer, assign or grant participations in its rights hereunder, such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer or assign all its rights or obligations hereunder or under any portion of its Commitments hereunder the other Credit Documents, except as provided in this Section 13.04(b)) and the transferee12.04, assignee provided further, that no Bank shall transfer, grant or participant, as the case may be, shall not constitute a “Lender” hereunder and (iii) no Lender shall transfer or grant assign any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any of the other Credit Document Documents (i) except to the extent such amendment or waiver would (xA) extend extends the final scheduled maturity of any Loan or Note other than in which such participant is participatingaccordance with Section 3.04, or reduce reduces the rate or extend extends the time of payment of interest or Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment Fees thereon, or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) 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 Commitments shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereofBank), (yB) consent releases any material portion of the Collateral under the Security Agreement except as shall be otherwise provided in any Credit Document, (C) consents to the assignment or transfer by the Borrower of any of its rights and obligations under any Credit Document, (D) amends the definition of Loss Threshold Incurrence Date other than to increase the dollar amount or the percentage specified therein, (E) reduces the percentage specified in the definition of Majority Participants or (F) amends, modifies or waives any provision of this Section 12.04 or (ii) except to the extent that a Bank may permit its Majority Participants to approve any material written amendment, modification, waiver or release of any other provision of this Agreement or (z) release all or substantially all any other Credit Document which would, if effected, materially adversely affect the interests of its participants. "Majority Participants" for purposes of this Section 12.04 shall mean, with respect to each Bank, at any time participants of such Bank participating in at least 51% of the Collateral under all aggregate principal amount of Loans made by such Bank and outstanding at such time, or if no such Loans are outstanding at such time, participants of such Bank participating in at least 51% of the Security Documents (except as expressly provided in the Credit Documents) securing the Loans hereunder in which Commitment of such participant is participatingBank at such time. 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 Lender any Bank in respect of such participation to be those set forth in the agreement executed by such Lender Bank in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender Bank had not sold such participation, except that the participant shall be entitled to the benefits of Section 2.07 or 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 assigned.
Appears in 1 contract
Samples: Credit Agreement (Radian Group 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 8.4 (Benefit of Agreement); provided, howeverthat, that except as provided in Section 5.10 (iSuccessor Substituted) no Credit Party of this Agreement, the Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of the Lenders, (ii) although any each Lender. Each Lender may transfer, assign or at any time grant participations in its rights hereunder, such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” hereunder and (iii) no Lender shall transfer or grant 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 any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) 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 Commitments shall not constitute a change in the terms of such participation, and that an increase in 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), (y) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement hereunder to one or (z) release all more commercial banks, insurance companies, funds or substantially all of the Collateral under all of the Security Documents (except as expressly provided other financial institutions; provided, that 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 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; 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 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 Lender Note over the amount thereof then in effect (it being understood that a waiver of any Default or a Mandatory Prepayment, shall not constitute a change in the terms of any Lender Note), (y) release all or substantially all of the Assets (in each case, except as expressly provided in the Credit Documents), or (z) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement (except as provided in Section 5.10 (Successor Substituted) of this Agreement); and provided, further, that each participation shall be subject to the related participant providing a representation and warranty to the Lender from which it is acquiring its participation that it is (x) a Qualified Purchaser and a Qualified Institutional Buyer or (y) a non-U.S. Person that is a Qualified Purchaser.
Appears in 1 contract
Samples: Assignment and Assumption (Blue Owl Credit Income 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 (i) no Credit Party the Borrower may not assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of all of the LendersLenders and the Administrative Agent and, (ii) provided further, that although any Lender may transfer, assign or grant participations in its rights hereunder, such Lender shall remain a “"Lender” " for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments Commitment hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “"Lender” " hereunder and (iii) and, provided further, that no Lender shall transfer or grant 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 (xi) extend the final scheduled maturity of any Loan or Revolving Note in which such participant is participatingor 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 Commitment Commission Fees thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)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 Commitments Commitment shall not constitute a change in the terms of such participation, and that an increase in 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 (yii) consent to the assignment or transfer by the Borrower of any of its 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 participatingAgreement. 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 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.
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) no Credit Party the Borrower may not -------- ------- assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the LendersBanks and, (ii) provided further, that, although any Lender Bank may transfer, assign or grant ---------------- participations in its rights hereunder, such Lender Bank shall remain a “Lender” "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” "Bank" hereunder and (iii) and, provided further, that no Lender Bank shall transfer or grant 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 (xi) extend the final scheduled maturity of any Loan Loan, Note or Note Letter of Credit (unless such Letter of Credit is not extended beyond the Final Maturity Date except to the extent provided in Section 2.01(e)), in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission Fees thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)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 Commitments Revolving Loan Commitment shall not constitute a change in the terms of such participation, and that an increase in any Revolving Loan 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), (yii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement or (ziii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing 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 's rights against such Lender Bank in respect of such participation to be those set forth in the agreement executed by such Lender Bank in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender Bank had not sold such participation.
Appears in 1 contract
Samples: Warrant Agreement (Autotote 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 (i) no Credit Party the Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of the Lenders, (ii) although Banks. Each Bank may at any Lender may transfer, assign or time grant participations in any of its rights hereunderhereunder or under any of the Notes to another financial institution, provided that in the case of any such Lender participation, the participant shall remain a “Lender” for 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 purposes amounts payable by the Borrower 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 1.10 and may 4.04 of this Agreement to the extent that such Bank would be entitled to such benefits if the participation had not transfer been entered into or sold, and, provided further, that no Bank shall transfer, grant or assign all or any portion of its Commitments hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” hereunder and (iii) no Lender shall transfer or grant 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 (xi) 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 or Commitment Commission Fees thereon (except (m) in connection with a waiver of the applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (xrates)) , 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 Commitments Commitment, or a mandatory prepayment, shall not constitute a change in the terms of such participation, and that an increase in any Commitment Commitment) or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof), (yii) consent to the assignment or transfer by the Borrower of any of its 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 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 participationAgreement.
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) that, no Credit Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the -130- 143 prior written consent of all of the LendersBanks and, (ii) provided further, that, although any Lender Bank may transfer, assign or grant participations in its rights hereunder, such Lender Bank shall remain a “Lender” "Bank" for all purposes hereunder (and may not otherwise transfer or assign all or any portion of its Commitments hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, participant shall not constitute a “Lender” "Bank" hereunder and (iii) and, provided further, that no Lender Bank shall transfer or grant 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 (xi) extend the final scheduled maturity of any Loan Loan, Note or Note 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 Commitment Commission Fees thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)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 Commitments Commitment shall not constitute a change in the terms of such participation, and that an increase in 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), (yii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement or (ziii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing 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 's rights against such Lender Bank in respect of such participation to be those set forth in the agreement executed by such Lender Bank in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender Bank had not sold such participation.
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 (i) no Credit Party the Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of all the Lenders. Each Lender may, (ii) although in accordance with Applicable Law, at any Lender may transfer, assign or time grant participations in its rights hereunder, such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” hereunder and (iii) no Lender shall transfer or grant 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 any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) 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 Commitments shall not constitute a change in the terms of such participation, and that an increase in 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), (y) consent to the assignment or transfer by the Borrower of any of its rights and obligations hereunder or under this Agreement or (z) release all or substantially all any of the Collateral under all of the Security Documents (except as expressly Promissory Notes to another financial institution, provided that 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 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 1.11, 1.13 and 4.3 of this Agreement (subject to the requirements and limitations therein, including the requirements under Section 4.3(f) (it being understood that the documentation required under Section 4.3(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this section; provided that such participant (i) agrees to be subject to the provisions of Sections 1.11, 1.13 and 4.3 as if it were an assignee under paragraph (b) of this Section and (ii) shall not be entitled to receive any greater payment under Sections 1.11, 1.13 and 4.3, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from an adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof that occurs after the participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 1.14 with respect to any participant. 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 that, in purchasing such participation, such participant shall be deemed to have agreed to share with the Lenders the proceeds thereof as provided in Section 12.6(b) as fully as if it were a Lender hereunder, 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 Term Loan or Promissory 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 Term 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 a mandatory prepayment, shall not constitute a change in the terms of any Term Loan), (ii) release all or substantially all of the Collateral except in accordance with the Credit Documents or (iii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement or any other Credit Document. Each Lender that sells a participation shall, acting solely for this purpose as a nonfiduciary 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 Term 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 to any Person (including the identity of any participant or any information relating to a participant’s interest in any Term Loans or its other obligations under any Credit Document) except to the extent that such disclosure is necessary to establish that such Term Loan 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.
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) no Credit Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the LendersBanks and, (ii) provided further, that, although any Lender Bank may transfer, assign or grant participations in its rights hereunder, such Lender Bank shall remain a “Lender” "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” "Bank" hereunder and (iii) and, provided fur- ther, that no Lender Bank shall transfer or grant 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 (xi) 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 or Note Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission Fees thereon (except (mx) in connection with a waiver of applicability of any post-default increase in interest rates and (ny) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (xi)) 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 Commitments shall not constitute a change in the terms of such participation, and that an increase in 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), (yii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement or (ziii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing 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 's rights against such Lender Bank in respect of such participation to be those set forth in the agreement executed by such Lender Bank in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender Bank had not sold such participation.
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) no Credit Party the Borrowers may not -------- ------- assign or transfer any of its their rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the LendersBanks and, (ii) provided further that, although any Lender Bank may transfer, assign or grant participations in its -------- ------- rights hereunder, such Lender Bank shall remain a “Lender” "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments hereunder except as provided in Section 13.04(b12.04(b)) and the transferee, assignee or participant, as the case may be, participant shall not constitute a “Lender” "Bank" hereunder and (iii) provided further that no Lender Bank shall transfer or grant 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 (xi) extend the final scheduled maturity of any Loan Loan, Note or Note 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 Commitment Commission Fees thereon (except (m) in connection with a waiver of applicability of any post-post- default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)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 Commitments Revolving Loan Commitment shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s 's participation is not 129 increased as a result thereof), (yii) consent to the assignment or transfer by the any Borrower of any of its rights and obligations under this Agreement or (ziii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing 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 's rights against such Lender Bank in respect of such participation to be those set forth in the agreement executed by such Lender Bank in favor of the participant relating thereto) and all amounts payable by the Borrower Borrowers hereunder shall be determined as if such Lender Bank had not sold such participation.
Appears in 1 contract
Samples: Credit Agreement (Modus Media International 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 (i) no Credit Party the Borrower may not assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of all of the LendersLenders and, (ii) provided further, that although any Lender may transfer, assign or grant participations in its rights hereunder, such Lender shall remain a “"Lender” " for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments or outstanding Loans hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “"Lender” " hereunder and (iii) and, provided further, that no Lender shall transfer or grant 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 (xi) extend the final scheduled maturity of any Loan or Note in which such participant is participatingor 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 Commitment Commission Fees thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)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 Commitments Commitment shall not constitute a change in the terms of such participation, and that an increase in 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 (yii) consent to the assignment or transfer by the Borrower of any of its 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 participatingAgreement. 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 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.
Appears in 1 contract
Samples: Credit Agreement (Waters Corp /De/)
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 8.4; providedprovided that, howeverexcept as provided in Section 5.10 of this Agreement, that (i) no Credit Party the Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of the Lenders, (ii) although any each Lender. Each Lender may transfer, assign or at any time grant participations in its rights hereunder, such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” hereunder and (iii) no Lender shall transfer or grant 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 any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) 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 Commitments shall not constitute a change in the terms of such participation, and that an increase in 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), (y) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement hereunder to one or (z) release all more commercial banks, insurance companies, funds or substantially all of the Collateral under all of the Security Documents (except as expressly other financial institutions; provided that 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 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; 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 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 Lender Note over the amount thereof then in effect (it being understood that a waiver of any Default or a Mandatory Prepayment, shall not constitute a change in the terms of any Lender Note), (y) release all or substantially all of the Assets (in each case, except as expressly provided in the Credit Documents), or (z) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement (except as provided in Section 5.10 of this Agreement); and provided, further, that, each participation shall be subject to the related participant providing a representation and warranty to the Lender from which it is acquiring its participation that it is a Qualified Purchaser and a Qualified Institutional Buyer and making representations substantially in the form set forth under Section 8.18i.(i), Section 8.18(a)(ii), Section 8.18(a)(iv) and Section 8.18(a)(v).
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) no Credit Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the Lenders, (ii) although any Lender may transfer, assign or grant participations in its rights hereunder, such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments hereunder except as provided in Section 13.04(b15.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” hereunder and (iii) no Lender shall transfer or grant 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 any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)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 Commitments shall not constitute a change in the terms of such participation, and that an increase in 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), (y) consent to the assignment or transfer by the Borrower of any of its 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 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.
Appears in 1 contract
Samples: Pledge and Security Agreement (Genco Shipping & Trading 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 (i) no Credit Party may assign -------- ------- or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of all of the LendersBanks and, (ii) provided further, that, although any Lender Bank may transfer, assign or grant ---------------- participations in its rights hereunder, such Lender Bank shall remain a “Lender” "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments hereunder except as provided in Section 13.04(b12.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” "Bank" hereunder and (iii) and, provided further, that no Lender Bank shall transfer or grant 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 (xi) 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 or Note Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission Fees thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)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 Commitments Commitment shall not constitute a change in the terms of such participation, and that an increase in 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), (yii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement or (ziii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing 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 's rights against such Lender Bank in respect of such participation to be those set forth in the agreement executed by such Lender Bank in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender Bank had not sold such participation.
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) no Credit Party the Borrower may not assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the LendersLenders and, (ii) provided further, that, although any Lender may transfer, assign or grant participations in its rights hereunder, such Lender shall remain a “"Lender” " for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments or Loans hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “"Lender” " hereunder and (iii) and, provided further, that no Lender shall transfer or grant 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 (xi) 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 or Note Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission Fees thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and rates) or reduce the principal amount thereof (n) 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 (xi)) 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 Commitments Commitment shall not constitute a change in the terms of such participation, and that an increase in 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), (yii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement or (ziii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing 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 '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.
Appears in 1 contract
Samples: Security Agreement (Marathon Power Technologies 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 (i) no Credit Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the Lenders, (ii) although any Lender may transfer, assign or grant participations in its rights hereunder, such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments hereunder except as provided in Section 13.04(b12.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” hereunder and (iii) no Lender shall transfer or grant 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 any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) 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 Commitments shall not constitute a change in the terms of such participation, and that an increase in 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), (y) consent to the assignment or transfer by the Borrower of any of its 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 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.
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) no Credit Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the LendersBanks and; provided further, (ii) that, although any Lender Bank may transfer, assign transfer or grant participations in its rights hereunder, such Lender Bank shall remain a “Lender” "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” "Bank" hereunder and (iii) and; provided further, that no Lender Bank shall transfer or grant 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 (xi) extend the final scheduled maturity of any Loan Loan, Note or Note 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 Commitment Commission Fees thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)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 Commitments Commitment shall not constitute a change in the terms of such participation, and that an increase in 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), (yii) consent to the assignment or transfer by the Borrower Company of any of its rights and obligations under this Agreement or (ziii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing 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 's rights against such Lender Bank in respect of such participation to be those set forth in the agreement executed by such Lender Bank in favor of the participant relating thereto) and all amounts payable by the Borrower Company hereunder shall be determined as if such Lender Bank had not sold such participation.
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 (i) no Credit Party a Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of the Lenders, (ii) although Banks. Each Bank may at any Lender may transfer, assign or time grant participations in any of its rights hereunderhereunder or under any of the Notes to another financial institution, provided that in the case of any such Lender participation, the participant shall remain 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 a “Lender” for all purposes Borrower 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 1.10, 2.06 and may 4.04 of this Agreement to the extent that such Bank would be entitled to such benefits if the participation had not transfer been entered into or sold, and, provided further that no Bank shall transfer, grant or assign all or any portion of its Commitments hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” hereunder and (iii) no Lender shall transfer or grant any participation under which the -76- 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 (xi) 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 Loans shall not constitute an extension of the final maturity date), or reduce the rate or extend the time of payment of interest or Commitment Commission Fees thereon (except (m) in connection with a waiver of the applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (xrates)) , 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 Commitments Commitment, or a mandatory prepayment, shall not constitute a change in the terms of such participation, any Commitment and that an increase in any a Commitment or Loan shall be permitted without the consent any approval of any a participant if the such increase does not increase such participant’s participation is not increased as a result thereof's participation), (yii) release all or substantially all of the Collateral or (iii) consent to the assignment or transfer by the Borrower Company of any of its 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 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 participationDocument.
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 (i) no Credit Party the Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of the Lenders, (ii) although Banks. Each Bank may at any Lender may transfer, assign or time grant participations in any of its rights hereunderhereunder or under any of the Notes to another financial institution, provided that in the case of any such Lender participation, the participant shall remain a “Lender” for 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 purposes amounts payable by the Borrower 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 1.10 and may 4.04 of this Agreement to the extent that such Bank would be entitled to such benefits if the participation had not transfer been entered into or sold, and, provided further that no Bank shall transfer, grant or assign all or any portion of its Commitments hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” hereunder and (iii) no Lender shall transfer or grant 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 (xi) 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 Loans shall not constitute an extension of the final maturity date), or reduce the rate or extend the time of payment of interest or Commitment Commission Fees thereon (except (m) in connection with a waiver of the applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (xrates)) , or reduce the principal amount thereof, or increase the amount of the such participant’s participation 's participating interest in any Revolving 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 Commitments Revolving Commitment, or a mandatory prepayment, shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereofRevolving Commitment), (yii) release all or substantially all of the Collateral or (iii) consent to the assignment or transfer by the Borrower of any of its 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 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 participationDocument.
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 (i) no Credit Party Borrower may assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of the Lenders, (ii) although any . Each Lender may transfer, assign or at any time grant participations in its rights hereunder, such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” hereunder and (iii) no Lender shall transfer or grant 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 any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) 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 Commitments shall not constitute a change in the terms of such participation, and that an increase in 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), (y) consent to the assignment or transfer by the Borrower of any of its rights and obligations hereunder or under this Agreement or (z) release all or substantially all any of the Collateral under all of the Security Documents Notes to an Eligible Transferee, provided that (except as expressly provided x) 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 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 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 1.10, 2.06 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 and (y) 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, 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 or of a mandatory reduction in the Total Commitment, or a mandatory prepayment, shall not constitute a change in the terms of any Commitment), (ii) release all or substantially all of the Collateral or (iii) consent to the assignment or transfer by any Designated Party of any of its rights and obligations under this Agreement or any other 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 respective successors and assigns of the parties hereto; provided, however, that (i) no Credit Party the Borrower may not assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the LendersBanks and, (ii) provided further, that, although any Lender Bank may transfer, assign or grant participations in its rights hereunder, such Lender Bank shall remain a “Lender” "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments Commitment hereunder except as provided in Section 13.04(b12.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” "Bank" hereunder and (iii) and, provided further, that no Lender Bank shall transfer or grant 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 (xi) extend the final scheduled maturity of any Loan Loan, Note or Note 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 Commitment Commission Fees thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)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 Commitments Commitment shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s 's 110 participation is not increased as a result thereof), (yii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement or (ziii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing 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 's rights against such Lender Bank in respect of such participation to be those set forth in the agreement executed by such Lender Bank in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender Bank had not sold such participation.
Appears in 1 contract
Samples: Security Agreement (Eldertrust)
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 Credit Party may assign or transfer any of its rights, obligations or interest interests hereunder or under any other Credit Document without the prior written consent of the LendersBanks; and provided further, (ii) that although any Lender Bank may transfer, assign or grant participations in its rights hereunder, such Lender Bank shall remain a “Lender” "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments or Loans hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” hereunder "Bank" hereunder; and (iii) provided further, that no Lender Bank shall transfer or grant 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 (xi) 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 or Note Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission Fees thereon (except (mx) in connection with a waiver of applicability of any post-default increase in interest rates and (ny) that any amendment or modification to the financial definitions (but not to the levels) 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 clause, notwithstanding the fact that such amendment or modification would otherwise actually result in such a reduction, so long as the primary purpose (x)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 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 Commitments repayment shall not constitute a change in the terms of such participationany Commitment, and that an increase in 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), (yii) consent to the assignment or transfer by the Borrower any Credit Party of any of its rights and obligations under this Agreement or (ziii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing 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 's rights against such Lender Bank in respect of such participation to be those set forth in the agreement executed by such Lender Bank in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender Bank had not sold such participation.
Appears in 1 contract
Samples: Credit Agreement (Ubiquitel 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 (i) no Credit Party the Company may not assign or transfer any of its rights, respective rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of the Lenders, (ii) although Banks. Each Bank may at any Lender may transfer, assign or time grant participations in any of its rights hereunderhereunder to another financial institution; provided further, that, in the case of any such Lender participation, the participant shall remain a “Lender” for 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 purposes amounts payable by the Company hereunder (shall be determined as if such Bank had not sold such participation, except that the participant shall be entitled to receive the additional amounts under Sections 1.10, 1.11 and may 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 transfer been entered into or sold; and provided further, that no Bank shall transfer, grant or assign all or any portion of its Commitments hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” hereunder and (iii) no Lender shall transfer or grant 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 (xi) extend the final scheduled maturity of any Revolving Loan or Note 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 Revolving 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 Commitment Commission Fees thereon (except (m) in connection with a waiver of the applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (xrates)) , or reduce the principal amount thereof, or increase the amount of the such participant’s participation 's participating interest in any Revolving Loan 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 Commitments Revolving Loan Commitment shall not constitute a change in the terms of such participation, any Revolving Loan Commitment and that an increase in any Revolving Loan 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), (yii) release all or substantially all of the Subsidiary Guarantors from the Subsidiary Guaranty (except as expressly provided in the Credit Documents) or (iii) in each case consent to the assignment or transfer by the Borrower Company or any other Subsidiaries of the Company of any of its 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 (Document except in accordance with 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) terms hereof and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participationthereof.
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 (i) no Credit Party Borrower may assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of each of the Lenders, (ii) although any . Each Lender may transfer, assign or at any time grant participations in its rights hereunder, such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” hereunder and (iii) no Lender shall transfer or grant 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 any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) 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 Commitments shall not constitute a change in the terms of such participation, and that an increase in 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), (y) consent to the assignment or transfer by the Borrower of any of its rights and obligations hereunder or under this Agreement or (z) release all or substantially all any of the Collateral under all of the Security Documents (except as expressly Notes to another financial institution; provided that 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 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 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 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 sold, 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 Maturity Date therefor), 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 or of a mandatory reduction in the Total Revolving Commitment or a mandatory prepayment shall not constitute a change in the terms of any Commitment), (ii) release all or substantially all of the Collateral, (iii) release all or substantially all of the Subsidiaries from the Subsidiary Guaranty (except as provided therein) or (iv) consent to the assignment or transfer by any Borrower of any of its rights and obligations under this Agreement or any other Credit Document.
Appears in 1 contract
Samples: Possession Credit Agreement (Fairpoint 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 (i) no Credit Party the Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of the LendersBanks and, (ii) although any Lender provided further, that, no Bank may transfer, assign or grant participations in its rights hereunder, such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer or assign all its rights or obligations hereunder or under any portion of its Commitments hereunder the other Credit Documents, except as provided in this Section 13.04(b)) and the transferee12.04 or in Section 12.15, assignee provided further, that no Bank shall transfer, grant or participant, as the case may be, shall not constitute a “Lender” hereunder and (iii) no Lender shall transfer or grant assign any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any of the other Credit Document Documents (i) except to the extent such amendment or waiver would (xA) extend extends the final scheduled maturity of any Loan or Note other than in which such participant is participatingaccordance with Section 3.04, or reduce reduces the rate or extend extends the time of payment of interest or Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment Fees thereon, or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) 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 Commitments shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereofBank), (yB) consent releases any material portion of the Collateral under the Security Agreement except as shall be otherwise provided in any Credit Document, (C) consents to the assignment or transfer by the Borrower of any of its rights and obligations under any Credit Document, (D) amends the definition of Loss Threshold Incurrence Date other than to increase the dollar amount or the percentage specified therein, (E) amends the definition of Trigger Date other than to decrease the dollar amount specified therein, (F) reduces the percentage specified in the definition of Majority Participants or (G) amends, modifies or waives any provision of this Section 12.04 or (ii) except to the extent that a Bank may permit its Majority Participants to approve any material written amendment, modification, waiver or release of any other provision of this Agreement or (z) release all or substantially all any other Credit Document which would, if effected, materially adversely affect the interests of its participants. “Majority Participants” for purposes of this Section 12.04 shall mean, with respect to each Bank, at any time participants of such Bank participating in at least 51% of the Collateral under all aggregate principal amount of Loans made by such Bank and outstanding at such time, or if no such Loans are outstanding at such time, participants of such Bank participating in at least 51% of the Security Documents (except as expressly provided in the Credit Documents) securing the Loans hereunder in which Commitment of such participant is participatingBank at such time. 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 Lender any Bank in respect of such participation to be those set forth in the agreement executed by such Lender Bank in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender Bank had not sold such participation, except that the participant shall be entitled to the benefits of Section 2.07 or 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 assigned.
Appears in 1 contract
Samples: Credit Agreement (Ace 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 (i) no Credit Party the Borrower may not assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the LendersBanks and, (ii) provided further, that, although any Lender Bank may transfer, assign or grant participations in its rights hereunder, such Lender Bank shall remain a “Lender” "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments Revolving Loan Commitment hereunder except as provided in Section 13.04(b12.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” "Bank" hereunder and (iii) and, provided further, that no Lender Bank shall transfer or grant 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 (xi) extend the final scheduled maturity of any Loan Loan, Note or Note 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 Commitment Commission Fees thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)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 Commitments Revolving Loan Commitment shall not constitute a change in the terms of such participation, and that an increase in- crease in any Revolving Loan 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), (yii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement or (ziii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing 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 's rights against such Lender Bank in respect of such participation to be those set forth in the agreement executed by such Lender Bank in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender Bank had not sold such participation.
Appears in 1 contract
Samples: Credit Agreement (Waters 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, provided that (i) no Credit Party the Borrower may not assign or -------- transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document (except as expressly provided herein) without the prior written consent of the Lenders, (ii) although Banks. Each Bank may at any Lender may transfer, assign or time grant participations in any of its rights hereunderhereunder or under any of the Notes to a Person that is a commercial bank, other financial institution, mutual fund or "Accredited Investor" as such Lender term is defined in Regulation D of the Securities Act of 1933, as amended, provided that in the case of any such -------- participation, the participant shall remain a “Lender” for 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 purposes amounts payable by the Borrower 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 1.11, 1.12, 2.05, and may 4.04 of this Agreement to the extent that such Bank would be entitled to such benefits if the participation had not transfer been entered into or sold, and provided further, that no Bank shall transfer, ---------------- grant or assign all or any portion of its Commitments hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” hereunder and (iii) no Lender shall transfer or grant 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 (xi) extend the final scheduled maturity of any Loan or Note in which such participant is participatingparticipating (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 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 Commitment Commission Fees thereon (except (m) in connection with a waiver of the applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (xrates)) , 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 Commitments Commitment, or a mandatory prepayment, shall not constitute a change in the terms of such participation, any Commitment and that an increase in 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), or (yii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement or (z) release all or substantially all of the Collateral under all of the Security Documents any other Credit Document (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 herein 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 participationtherein).
Appears in 1 contract
Samples: Credit Agreement (Ametek Inc)
Benefit of Agreement. (ai) 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 (Benefit of Agreement); provided, however, provided that (i) no Credit Party the Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of each Lender and without satisfying the Lenders, (ii) although any Rating Condition. Each Lender may transfer, assign or at any time grant participations in its rights hereunder, such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” hereunder and (iii) no Lender shall transfer or grant 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 any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) 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 Commitments shall not constitute a change in the terms of such participation, and that an increase in 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), (y) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement hereunder to one or (z) release all more commercial banks, insurance companies, funds or substantially all of the Collateral under all of the Security Documents (except as expressly other financial institutions; provided that 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 Transaction 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; 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 Transaction Documents except to the extent such amendment or waiver would (w) 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 the Lender Note over the amount thereof then in effect (it being understood that a waiver of any Default or a Mandatory Prepayment, shall not constitute a change in the terms of the Lender Note), (x) release all or substantially all of the Collateral (in each case, except as expressly provided in the Transaction Documents), (y) assign or transfer the Borrower’s rights and obligations under this Agreement (except without the Lenders’ consent of this Agreement) or (z) be to a transferee, grantee, assignee or participant who does not satisfy the Eligible Lender Criteria; provided, further, that each participation shall be subject to the related participant providing the representation and warranties set forth in Section 9.18(i) herein to the Lender from which it is acquiring its participation and the Loan Agent; and provided, further, that, in all circumstances other than while an Event of Default has occurred and is continuing, no such assignment shall be to a Competitor of the Collateral Manager.
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 (i) no Credit Party the Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of all the Lenders. Each Lender may, (ii) although in accordance with Applicable Law, at any Lender may transfer, assign or time grant participations in its rights hereunder, such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” hereunder and (iii) no Lender shall transfer or grant 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 any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) 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 Commitments shall not constitute a change in the terms of such participation, and that an increase in 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), (y) consent to the assignment or transfer by the Borrower of any of its rights and obligations hereunder or under this Agreement or (z) release all or substantially all any of the Collateral under all of the Security Documents (except as expressly Promissory Notes to another financial institution, provided that 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 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 1.11, 1.13 and 4.3 of this Agreement (subject to the requirements and limitations therein, including the requirements under Section 4.3(f) (it being understood that the documentation required under Section 4.3(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this section; provided that such participant (i) agrees to be subject to the provisions of Sections 1.11, 1.13 and 4.3 as if it were an assignee under paragraph (b) of this Section and (ii) shall not be entitled to receive any greater payment under Sections 1.11, 1.13 and 4.3, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from an adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof that occurs after the participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 1.14 with respect to any participant. 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 that, in purchasing such participation, such participant shall be deemed to have agreed to share with the Lenders the proceeds thereof as provided in Section 12.6(b) as fully as if it were a Lender hereunder, 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 Term Loan or Promissory 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 Term 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 a mandatory prepayment, shall not constitute a change in the terms of any Term Loan), (ii) release all or substantially all of the Collateral except in accordance with the Credit Documents or (iii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement or any other Credit Document. Each Lender that sells a participation shall, acting solely for this purpose as a nonfiduciary 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 Term 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 to any Person (including the identity of any participant or any information relating to a participant’s interest in any Term Loans or its other obligations under any Credit Document) except to the extent that such disclosure is necessary to establish that such Term Loan 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.
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 (i) no Credit Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the Lenders, PROVIDED that TPI may transfer all of its rights, obligations and interest hereunder and under the other Credit Documents (including all of the Obligations) to PCA in connection with the Contribution pursuant to, and in accordance with the terms of, the Bank Credit Agreement Assignment and Assumption Agreement, (ii) although any Lender may transfer, assign or grant participations in its rights hereunder, such Lender shall remain a “"Lender” " for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “"Lender” " hereunder and (iii) no Lender shall transfer or grant 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 any Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the Revolving Loan or Note Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission Fees thereon (except (mI) in connection with a waiver of applicability of any post-default increase in interest rates and (nII) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) 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 Commitments shall not constitute a change in the terms of such participation, and that an increase in 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), (y) consent to the assignment or transfer by the Borrower of any of its 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 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.
Appears in 1 contract
Samples: Credit Agreement (Pca Valdosta 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, hereto provided that (i) no none of the Credit Party Parties may assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of the Lenders, (ii) although Purchasers. Each Purchaser may at any Lender may transfer, assign or time grant participations in any of its rights hereunderhereunder or under any of the Notes to another 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 (the participant's rights against such Lender Purchaser in respect of such participation to be those set forth in the agreement executed by such Purchaser in favor of the participant relating thereto) and all amounts payable by the Company hereunder shall remain a “Lender” for all purposes hereunder (and may be determined as if such Purchaser had not transfer sold such participation, except that the participant shall be entitled to the benefits of Section 2.8 of this Agreement to the extent that such Purchaser would be entitled to such benefits if the participation had not been entered into or sold, and, provided further; that no Purchaser shall transfer, grant or assign all or any portion of its Commitments hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” hereunder and (iii) no Lender shall transfer or grant 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 (xi) 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 shall not constitute an extension of such final scheduled maturity), or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (except (m) in connection with a waiver of the applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (xrates)) , 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 Commitments Commitment, or a mandatory prepayment, shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereofCommitment), (yii) release all or substantially all of the Collateral or (iii) consent to the assignment or transfer by the Borrower any Credit Party of any of its 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 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 participationDocument.
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 (i) no Credit Party the Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of the Lenders, (ii) although Banks. Each Bank may at any Lender may transfer, assign or time grant participations in any of its rights hereunderhereunder or under any of its Notes to another 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 (the participant's rights against such Lender 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 Borrower hereunder shall remain a “Lender” for all purposes hereunder (be determined as if such Bank had not sold such participation, except that the participant shall be entitled to receive the additional amounts under Sections 1.11, 1.12 and may 3.04 to, and only to, the extent that such Bank would be entitled to such benefits if the participation had not transfer been entered into or sold; and provided further that no Bank shall transfer, grant or assign all or any portion of its Commitments hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” hereunder and (iii) no Lender shall transfer or grant 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 (xi) extend the final scheduled maturity of any Loan or Competitive Bid Loan or Note in which such participant is participating, participating or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (except (m) in connection with a waiver of the applicability of any post-post- default increase in interest rates and (nrates) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) Fees, or reduce the principal amount thereof, or increase the amount of the participant’s participation 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 or of a mandatory reduction in the Total Commitments Commitment or of a mandatory prepayment shall not constitute a change in the terms of such participation, any Commitment and that an increase in any Commitment or Loan shall be permitted without the consent of any participant therein if the such participant’s 's participation is not increased as a result thereof), (yii) release all or substantially all of the 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 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 (Document except in accordance with 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) terms hereof and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participationthereof.
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) no Credit Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the Lenders, (ii) although any Lender may transfer, assign or grant participations in its rights hereunder, such Lender shall remain a “"Lender” " for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “"Lender” " hereunder and (iii) no Lender shall transfer or grant 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 any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)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 Commitments shall not constitute a change in the terms of such participation, and that an increase in 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), (y) consent to the assignment or transfer by the Borrower of any of its 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 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.
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) no Credit Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the LendersRequired Banks (or all Banks in the case of the Company or HFS) and, (ii) provided further, that, although any Lender Bank may transfer, assign or grant participations in its rights hereunder, such Lender Bank shall remain a “Lender” "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Revolving Loan Commitments hereunder except as provided in Section 13.04(b14.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” "Bank" hereunder and (iii) and, provided further, that no Lender Bank shall transfer or grant 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 (xi) extend the final scheduled maturity of any Loan Loan, Note or Note 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 Commitment Commission Fees thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)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 Commitments Revolving Loan Commitment shall not constitute a change in the terms of such participation, and that an increase in any the Revolving Loan 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), (yii) consent to the assignment or transfer by the a Borrower of any of its rights and obligations under this Agreement or (ziii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing 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 's rights against such Lender Bank in respect of such participation to be those set forth in the agreement executed by such Lender Bank in favor of the participant relating thereto) and all amounts payable by the Borrower Company hereunder shall be determined as if such Lender Bank had not sold such participation.. C/M 11752.0000 414856.1
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) no Credit Party the Borrower may not -------- ------- assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the LendersBanks and, (ii) provided further, that, although any Lender Bank may transfer, assign or grant participations in its rights ---------------- hereunder, such Lender Bank shall remain a “Lender” "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments or Loans hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, participant shall not constitute a “Lender” "Bank" hereunder and (iii) and, provided further, that no Lender Bank shall transfer or grant ---------------- 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 (xi) 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 or Note Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission Fees thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)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 Commitments 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 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)), (yii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement or (ziii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Security Documents) securing 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 's rights against such Lender Bank in respect of such participation to be those set forth in the agreement executed by such Lender Bank in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender Bank had not sold such participation.
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) no Credit Party Borrower may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the LendersLenders and, (ii) provided further, that, although any Lender may transfer, assign or grant participations in its rights hereunder, such Lender shall remain a “"Lender” " for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments or outstanding Loans hereunder except as provided in Section 13.04(bSections 1.13 and 12.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “"Lender” " hereunder and (iii) and, provided further, that no Lender shall transfer or grant 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 (xi) 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 or Note Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission Fees thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and rates) (n) 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 for purposes of this clause (x)or Fees payable hereunder) 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 Commitments Commitment shall not constitute a change in the terms of such participation, and that an increase in 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), (yii) consent to the assignment or transfer by the any Borrower of any of its rights and obligations under this Agreement or (ziii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing 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 '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 any Borrower hereunder shall be determined as if such Lender had not sold such participation.
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) no Credit Party Borrower may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the LendersBanks and, (ii) provided further, that, although any Lender Bank may transfer, assign or grant participations in its rights hereunder, such Lender Bank shall remain a “Lender” "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments or outstanding Loans hereunder except as provided in Section 13.04(bSections 1.13 and 12.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” "Bank" hereunder and (iii) and, provided further, that no Lender Bank shall transfer or grant 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 (xi) 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 or Note Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission Fees thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)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 Commitments Commitment shall not constitute a change in the terms of such participation, and that an increase in 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), (yii) consent to the assignment or transfer by the any Borrower of any of its rights and obligations under this Agreement or (ziii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing 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 's rights against such Lender Bank in respect of such participation to be those set forth in the agreement executed by such Lender Bank in favor of the participant relating thereto) and all amounts payable by the any Borrower hereunder shall be determined as if such Lender Bank had not sold such participation.
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) no Credit Party the Borrower may not assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the LendersBanks and, (ii) provided further, that, although any Lender Bank may transfer, assign or grant participations in its rights hereunder, such Lender Bank shall remain a “Lender” "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” "Bank" hereunder and (iii) and, provided further, that no Lender Bank shall transfer or grant any participation under which the participant shall have rights to approve ap- prove any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (xi) extend the final scheduled maturity of any Loan Loan, Note or Note Letter of Credit (unless such Letter of Credit is not extended beyond the Final Maturity Date except to the extent provided in Section 2.01(e)), in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission Fees thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)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 Commitments Revolving Loan Commitment shall not constitute a change in the terms of such participation, and that an increase in any Revolving Loan 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), (yii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement or (ziii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing 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 's rights against such Lender Bank in respect of such participation to be those set forth in the agreement executed by such Lender Bank in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender Bank had not sold such participation.
Appears in 1 contract
Samples: Credit Agreement (Autotote 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 (i) no Credit Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the LendersLenders and, (ii) provided further, that, although any Lender may transfer, transfer assign or grant participations in its rights hereunder, such Lender shall remain a “"Lender” " for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments Commitment hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “"Lender” " hereunder and (iii) and, provided further, that no Lender shall transfer or grant 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 (xi) extend the final scheduled maturity of any Loan Loan, Note or Note 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 Commitment Commission Fees thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)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 Commitments Commitment shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan and an increase in the available portion of any Commitment of any Lender shall be permitted without the consent of any participant if the participant’s 's participation is not increased as a result thereof), (yii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement or (ziii) release all or substantially all of the Collateral under all of the Security Documents Pledge Agreement (except as expressly provided in the Credit Documents) securing supporting -101- 109 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 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.
Appears in 1 contract
Samples: Credit Agreement (Capstar Broadcasting Partners 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 Credit Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the LendersBanks and, (ii) provided further, that, although any Lender Bank may transfer, assign or grant participations in its rights hereunder, such Lender Bank shall remain a “Lender” "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments Commitment hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” "Bank" hereunder and (iii) and, provided further, that no Lender Bank shall transfer or grant 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 (xi) extend the final scheduled maturity of any Loan Loan, Note or Note 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 Commitment Commission Fees thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)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 Commitments Commitment shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan and an increase in the available portion of any Commitment of any Bank shall be permitted without the consent of any participant if the participant’s 's participation is not increased as a result thereof), (yii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement or (ziii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing 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 's rights against such Lender Bank in respect of such participation to be those set forth in the agreement executed by such Lender Bank in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender Bank had not sold such participation.
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) no Credit Party Borrower may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of all of the LendersLenders and, (ii) provided further, that although any Lender may transfer, assign or grant participations in its rights hereunder, such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments Commitment hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” hereunder and (iii) and, provided further, that no Lender shall transfer or grant 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 (xi) extend the final scheduled maturity of any Revolving Loan or Note in which such participant is participatingor 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 Commitment Commission Fees thereon (except (m) in connection with a waiver of applicability of any post-–default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)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 Commitments Commitment shall not constitute a change in the terms of such participation, and that an increase in 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 (yii) consent to the assignment or transfer by the Borrower Borrowers of any of its 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 participatingAgreement. 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 Borrowers hereunder shall be determined as if such Lender had not sold such participation.
Appears in 1 contract
Samples: Credit Agreement (Furniture Brands 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, that (i) no Credit Agreement Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of each of the LendersLenders and, (ii) provided further, that, although any Lender may transfer, assign or grant participations in its rights hereunder, such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments or Loans hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, participant shall not constitute a “Lender” hereunder and (iii) and, provided further, that no Lender shall transfer or grant any participation under which the participant shall have direct or indirect 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 (xi) 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 or Note Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission Fees thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)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 Commitments 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 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)), (yii) consent to the assignment or transfer by the Borrower any Credit Agreement Party of any of its rights and obligations under this Agreement or (ziii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Security Documents) securing 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 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 any Credit Agreement Party hereunder shall be determined as if such Lender had not sold such participation.
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 (i) no Credit Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of all of the LendersBanks and, (ii) PROVIDED FURTHER, that, although any Lender Bank may transfer, assign or grant participations in its rights hereunder, such Lender Bank shall remain a “Lender” "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments hereunder except as provided in Section 13.04(b12.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” "Bank" hereunder and (iii) and, PROVIDED FURTHER, that no Lender Bank shall transfer or grant 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 (xi) 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 or Note Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission Fees thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)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 Commitments Commitment shall not constitute a change in the terms of such participation, and that an increase in 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), (yii) consent to the assignment or transfer by Holdings or the Borrower of any of its rights and obligations under this Agreement or (ziii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing 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 's rights against such Lender Bank in respect of such participation to be those set forth in the agreement executed by such Lender Bank in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender Bank had not sold such participation.
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) no Credit Party none of the Borrowers nor any Guarantor may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the Lenders; and provided, (ii) further, that, although any Lender may transfer, assign or grant participations in its rights hereunder, such Lender shall remain a “"Lender” " for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments Commitment hereunder except as provided in Section 13.04(b12.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “"Lender” hereunder " hereunder; and (iii) provided, further, that no Lender shall transfer or grant 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 (xi) extend the final scheduled maturity of any Loan or Note in which such participant is participatingMaturity Date, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon Fees on Loans or Letters of Credit in which such participant is participating (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and rates) or reduce the principal amount thereof (n) it being understood that any amendment or modification to the financial xxxxx- cial definitions in this Agreement shall not constitute a reduction in the any rate of interest or fees for purposes of this clause (xi)) , or reduce increase the principal amount of the participant's participation over the 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 Commitments Revolving Loan Commitment shall not constitute a change in the terms of such participation, and that an increase in 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), (yii) consent to the assignment or transfer by the Borrower of any Company of its rights and obligations under this Agreement or (ziii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing 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 '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 Company hereunder shall be determined as if such Lender had not sold such participation.
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) no Credit Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the LendersBanks; and provided further, (ii) that although any Lender Bank may transfer, assign or grant participations in its rights hereunder, such Lender Bank shall remain a “Lender” "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments or Loans hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” hereunder "Bank" hereunder; and (iii) provided further, that no Lender Bank shall transfer or grant 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 (xi) 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 or Note Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission Fees thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)rates) or reduce the 116 CREDIT AGREEMENT 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 Commitments Commitment shall not constitute a change in the terms of such participationany Commitment, and that an increase in 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), (yii) consent to the assignment or transfer by the Borrower any Credit Party of any of its rights and obligations under this Agreement or (ziii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing 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 's rights against such Lender Bank in respect of such participation to be those set forth in the agreement executed by such Lender Bank in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender Bank had not sold such participation.
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 (i) no Credit Party may assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of the Lenders, (ii) although any . Each Lender may transfer, assign or at any time grant participations in its rights hereunder, such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” hereunder and (iii) no Lender shall transfer or grant 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 any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) 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 Commitments shall not constitute a change in the terms of such participation, and that an increase in 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), (y) consent to the assignment or transfer by the Borrower of any of its rights and obligations hereunder or under this Agreement or (z) release all or substantially all any of the Collateral under all of the Security Documents (except as expressly Notes to another financial institution, provided that 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 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 and 4.04 of this Agreement to the extent that such Lender would be entitled to such benefits if the participation -56- had not been entered into or sold, 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 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 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 the Borrower of any of its rights and obligations under this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Noble 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 (i) no Credit Party the Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of the Lenders, (ii) although Banks. Each Bank may at any Lender may transfer, assign or time grant participations in any of its rights hereunderhereunder or under any of the Notes to another financial institution, provided that in the case of any such Lender participation, the participant shall remain a “Lender” for 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 purposes amounts payable by the Borrower 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 1.10 and may 3.04 of this Agreement to the extent that such Bank would be entitled to such benefits if the participation had not transfer been entered into or sold, and, provided further, that no Bank shall transfer, grant or assign all or any portion of its Commitments hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” hereunder and (iii) no Lender shall transfer or grant 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 (xi) 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 Commitment Commission Fees thereon (except (m) in connection with a waiver of the applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (xrates)) , 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 condition, covenant, Default or Event of Default or of a mandatory reduction in the Total Commitments Commitment, or a mandatory prepayment, shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereofCommitment), (yii) release all or substantially all of the Collateral or (iii) consent to the assignment or transfer by the Borrower of any of its 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 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 participationAgreement.
Appears in 1 contract
Samples: Credit Agreement (R&b Falcon Corp)
Benefit of Agreement. (a) This Agreement The terms and provisions of the Loan Documents shall be binding upon and inure to the benefit of the Borrowers and be enforceable by the Lenders and their respective successors and assigns permitted hereby, except that (i) the Borrowers shall not have the right to assign their respective rights or obligations under the Loan Documents without the prior written consent of each Lender, (ii) any assignment by any Lender must be made in compliance with Section 15.10(b), and (iii) any transfer by participation must be made in compliance with Section 15.10(c). Any attempted assignment or transfer by any party not made in compliance with Section 15.10(b) shall be null and void, unless such attempted assignment or transfer is treated as a participation in accordance with Section 15.10(c). The parties to this Agreement acknowledge that clause (ii) of this Section 15.10(a) relates only to absolute assignments and this Section 15.10 does not prohibit assignments creating security interests, including, without limitation, (x) any pledge or assignment by any Lender of all or any portion of its rights under this Agreement and any Note to a Federal Reserve Bank or (y) in the parties heretocase of a Lender which is a Approved Fund, any pledge or assignment of all or any portion of its rights under this Agreement and any Note to its trustee in support of its obligations to its trustee; provided, however, that (i) no such pledge or assignment creating a security interest shall release the transferor Lender from its obligations hereunder unless and until the parties thereto have complied with the provisions of Section 15.10(b). The Administrative Agent may treat the Person which made any Extension of Credit Party may assign or transfer which holds any of its rights, obligations or interest hereunder or under any other Credit Document without Note as the prior written consent of the Lenders, (ii) although any Lender may transfer, assign or grant participations in its rights hereunder, such Lender shall remain a “Lender” owner thereof for all purposes hereunder hereof unless and until such Person complies with Section 15.10(b); provided, however, that the Administrative Agent may in its discretion (and may but shall not transfer be required to) follow instructions from the Person which made any Extension of Credit or assign all which holds any Note to direct payments relating to such Extension of Credit or Note to another Person. Any assignee of the rights to any Extension of Credit or any portion Note agrees by acceptance of its Commitments hereunder except as provided in Section 13.04(b)) such assignment to be bound by all the terms and provisions of the transfereeLoan Documents. Any request, assignee authority or participant, as the case may be, shall not constitute a “Lender” hereunder and (iii) no Lender shall transfer or grant 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 consent of any Loan or Note in which such participant is participatingPerson, or reduce the rate or extend who at the time of payment of interest making such request or Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment giving such authority or modification to consent is the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) or reduce the principal amount thereof, or increase the amount owner of the participant’s participation over the amount thereof then rights to any Extension of Credit (whether or not a Note has been issued in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitments shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result evidence thereof), (y) consent to the assignment shall be conclusive and binding on any subsequent holder or transfer by the Borrower of any of its rights and obligations under this Agreement or (z) release all or substantially all assignee of the Collateral under all rights to such Extension 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 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 participationCredit.
Appears in 1 contract
Samples: Credit Agreement (G&k Services 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 (i) no Credit Party the Borrower may not assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of all of the LendersBanks and, (ii) PROVIDED FURTHER, that, although any Lender Bank may transfer, assign or grant participations in its rights hereunder, such Lender Bank shall remain a “Lender” "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments hereunder except as provided in Section 13.04(b12.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” "Bank" hereunder and (iii) and, PROVIDED FURTHER, that no Lender Bank shall transfer or grant 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 (xi) 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 or Note Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission Fees thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)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 Commitments Commitment shall not constitute a change in the terms of such participation, and that an increase in 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), (yii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement or (ziii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing 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 's rights against such Lender Bank in respect of such participation to be those set forth in the agreement executed by such Lender Bank in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender Bank had not sold such participation.
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) no Credit 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 without the prior written consent of the Required Lenders, and (ii) although any each Lender may transfer, assign or grant participations in its rights hereunder, hereunder to a Permitted Assignee pursuant to Section 12.20 hereof; provided that such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” hereunder and (iii) no Lender shall transfer or grant 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 any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) 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 Commitments shall not constitute a change in the terms of such participation, and that an increase in 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), (y) consent to the assignment or transfer by the Borrower any Loan Party of any of its 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 rights against such any 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.
Appears in 1 contract
Samples: Credit Agreement
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 Credit Party the Borrower may not assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the LendersLender and, (ii) provided further, that although any Lender may transfer, assign or grant participations in its rights hereunder, such Lender shall remain a “"Lender” " for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments Commitment or outstanding Loans hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “"Lender” " hereunder and (iii) no and, provided further, that Lender shall not transfer or grant 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 (xi) extend the final scheduled maturity of any Loan or Note in which such participant is participatingbeyond the Maturity Date, or reduce the rate or extend the time of payment of interest or Commitment Commission Fees thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)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 Commitments Commitment shall not constitute a change in the terms of such participation, and that an increase in 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 (yii) consent to the assignment or transfer by the Borrower of any of its 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 participatingthus 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 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.
Appears in 1 contract
Samples: Credit Agreement (Waters 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 (i) no Credit Party the Borrower may not assign or transfer any of its rights, rights or obligations or interest hereunder or under any other Credit Document without the prior written consent of the LendersBanks and, (ii) although any Lender provided further, that, no Bank may transfer, assign or grant participations in its rights hereunder, such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer or assign all its rights or obligations hereunder or under any portion of its Commitments hereunder the other Credit Documents, except as provided in this Section 13.04(b)) and the transferee12.04 or in Section 12.15, assignee provided further, that no Bank shall transfer, grant or participant, as the case may be, shall not constitute a “Lender” hereunder and (iii) no Lender shall transfer or grant assign any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any of the other Credit Document Documents (i) except to the extent such amendment or waiver would (xA) extend extends the final scheduled maturity of any Loan or Note other than in which such participant is participatingaccordance with Section 3.04, or reduce reduces the rate or extend extends the time of payment of interest or Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment Fees thereon, or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) 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 Commitments shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereofBank), (yB) consent releases any material portion of the Collateral under the Security Agreement except as shall be otherwise provided in any Credit Document, (C) consents to the assignment or transfer by the Borrower of any of its rights and obligations under any Credit Document, (D) amends the definition of Loss Threshold Incurrence Date other than to increase the dollar amount or the percentage specified therein, (E) amends the definition of Trigger Date other than to decrease the dollar amount specified therein, (F) reduces the percentage specified in the definition of Majority Participants or (G) amends, modifies or waives any provision of this Section 12.04 or (ii) except to the extent that a Bank may permit its Majority Participants to approve any material written amendment, modification, waiver or release of any other provision of this Agreement or (z) release all or substantially all any other Credit Document which would, if effected, materially adversely affect the interests of its participants. "Majority Participants" for purposes of this Section 12.04 shall mean, with respect to each Bank, at any time participants of such Bank participating in at least 51% of the Collateral under all aggregate principal amount of Loans made by such Bank and outstanding at such time, or if no such Loans are outstanding at such time, participants of such Bank participating in at least 51% of the Security Documents (except as expressly provided in the Credit Documents) securing the Loans hereunder in which Commitment of such participant is participatingBank at such time. 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 Lender any Bank in respect of such participation to be those set forth in the agreement executed by such Lender Bank in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender Bank had not sold such participation, except that the participant shall be entitled to the benefits of Section 2.07 or 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 assigned.
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 in Sections 9.02 and 13.17(a), no Credit Party Borrower may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the Lenders, Administrative Agent and the Banks (ii) although any Lender Subsidiary Borrower may, at its request and with the consent of the 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 the Company shall become the account party with respect to any outstanding Letters of Credit issued for the account of such Subsidiary Borrower pursuant to documentation satisfactory to the Administrative Agent and the respective Letter of Credit Issuer) and, provided further, that, although any Bank may transfer, assign or grant participations in its rights hereunder, such Lender Bank shall remain a “Lender” "Bank" for all purposes hereunder (and may not transfer or assign all or any portion of its Revolving Loan Commitments hereunder except as provided in Section 13.04(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” "Bank" hereunder and (iii) and, provided further, that no Lender Bank shall transfer or grant 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 any Loan Loan, Note or Note 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 Commitment Commission Fees thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)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 (139) of any Default or Event of Default or of a mandatory reduction in the Total Commitments Revolving Loan Commitment shall not constitute a change in the terms of such participation, and that an increase in any Revolving Loan 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), (y) consent to the assignment or transfer by the Borrower of any of its 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 Lender Bank in respect of such participation to be those set forth in the agreement executed by such Lender 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 Borrower Borrowers hereunder shall be determined as if such Lender Bank had not sold such participation. Any agreement pursuant to which any Bank may grant such a participation shall be in a form approved by the Administrative Agent and Parent and shall be satisfactory under the Gaming Regulations of the State of New Jersey so as not to require participants to be approved financial sources or qualified under such Gaming Regulations applicable to lenders.
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