Assignments and Participation. (a) After the Effective Date and subject to the prior written consent of the Agent and (so long as no Default or Matured Default shall have occurred and be continuing) the Borrower, which consent(s) shall not be unreasonably withheld, each Lender and the Swing Line Lender may assign to any Person (the "Assignee") all or a portion of its rights and obligations under this Agreement (including without limitation, all or a portion of its Commitment and the Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreement, (ii) the total amount of the Commitment (based on the original Commitment without giving effect to any repayments or prepayments) so assigned to an Assignee or to an Assignee and its affiliates taken as a whole shall equal or exceed $5,000,000, (iii) the remaining Commitment (based on the original Commitment without giving effect to any repayments or prepayments) held by the assigning Lender after giving effect to any such assignment shall equal or exceed $5,000,000, (iv) the assignment will not cause the Borrower to incur any additional liability or expense and (v) the parties to each such assignment shall execute and deliver to the Agent for its acceptance an Assignment and Acceptance in substantially the form attached as Exhibit 13A ("Assignment and Acceptance"), together with any Note or Notes to be exchanged in connection with such assignment and a processing and recordation fee of $3,500 to the Agent. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date on which such Assignment and Acceptance is accepted by the Agent, (vi) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender under the Financing Documents and (vii) the Lender assignor thereunder shall be deemed to have relinquished its rights and to be released from its obligations under the Financing Documents, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights...
Assignments and Participation. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.
Assignments and Participation. Guarantor may not assign any of their rights hereunder without the prior written consent of Lenders, and any such assignment made without such consent will be void. Each Lender may from time to time, without the consent of Guarantor, sell, transfer, pledge, assign and convey the Note, the Loan, this Agreement and the other Loan Documents (or any interest therein), and delegate any and all of its obligations with respect thereto, and may grant participations in the Loan to another financial institution or other Person on terms and conditions reasonably acceptable to Agent and split the Loan into multiple parts, or the Note into multiple component notes or tranches. In connection with any such sale, transfer, assignment, conveyance or participation, Lenders may, acting for this purpose as an agent of Guarantor, maintain at its offices a register for the recordation of the names and addresses of Lenders’ participants or assignees, and the amount and terms of Lenders’ sales, transfers, assignments, conveyances and participations including specifying any such participant’s or assignee’s entitlement to payments of principal and interest, and any payments made, with respect to each such sale, transfer, assignment, conveyance or participation. Upon prior notice to Guarantor of such participation or assignment, Guarantor shall thereafter furnish to such participant or assignee any information furnished by Guarantor to Lenders pursuant to the terms of the Loan Documents. Nothing in this Agreement or any other Loan Document shall prohibit Lenders from pledging or assigning this Agreement and Lenders’ rights under any of the other Loan Documents, including Collateral therefor, to any Federal Reserve Lenders in accordance with applicable law.
Assignments and Participation. (a) Any Lender may sell participations in all or a portion of its rights and obligations under this Agreement pursuant to subsection (b) below and any Lender may assign all or any part of its rights and obligations under this Agreement pursuant to subsection (c) below.
Assignments and Participation. 62 SECTION 11.08. Confidentiality................................................................66 SECTION 11.09. Waiver of Jury Trial...........................................................67 SECTION 11.10. Governing Law; Submission to Jurisdiction......................................67 SECTION 11.11. Relation of the Parties; No Beneficiary........................................67 TABLE OF CONTENTS (CONT'D) SECTION PAGE SECTION 11.12. Existing Banks' Waiver, Acknowledgment and Release.............................67 SECTION 11.13. Execution in Counterparts......................................................67 SECTION 11.14. Survival of Agreement..........................................................68 Exhibits -------- EXHIBIT A - Form of Notice of Borrowing EXHIBIT B - Form of Notice of Conversion EXHIBIT C - Form of Cash Collateral Agreement EXHIBIT D - Form of Opinion of Micxxxx X. XxxXxxxxx, Xsq., counsel of the Borrower EXHIBIT E - Form of Opinion of Sidley Ausxxx Xxxxx & Woox, xounsel to the Administrative Agent EXHIBIT F - Form of Compliance Schedule EXHIBIT G - Form of Lender Assignment EXHIBIT H - Terms of Subordination (Junior Subordinated Debt) EXHIBIT I - Terms of Subordination (Guaranty of Hybrid Preferred Securities) Schedules --------- SCHEDULE I Applicable Lending Offices SCHEDULE II Certain Debt CREDIT AGREEMENT Dated as of June 18, 2001 THIS CREDIT AGREEMENT is made by and among:
Assignments and Participation. At any time, without any notice to the Borrower, the Bank may sell, assign, transfer, negotiate, grant participation in, or otherwise dispose of all or any part of the Bank's interest in the Loan. The Borrower hereby authorizes the Bank to provide, without any notice to the Borrower, any information concerning the Borrower, including information pertaining to the Borrower's financial condition, business operations or general creditworthiness, to any person or entity not a competitor of Borrower which may succeed to or participate in all or any part of the Bank's interest in the Loan, provided, that such person or entity agrees to maintain the confidentiality of such information in accordance with customary banking practices.
Assignments and Participation. Notwithstanding any other provisions of this Agreement, the Bank may, at any time in its sole discretion, without any notice to the Borrower, sell, assign, transfer, negotiate, grant participation in, or otherwise dispose of all or any part of the Bank's interest in the Loan. The Borrower hereby authorizes the Bank to provide, without any notice to the Borrower, any information concerning the Borrower, including information pertaining to the Borrower's financial condition, business operations or general creditworthiness, to any person or entity which may succeed to or participate in all or any part of the Bank's interest in the Loan, provided that such person or entity agrees to maintain the confidentiality of such information. The Bank agrees that it will otherwise maintain the confidentiality of any proprietary information in its possession concerning the Borrower which is not otherwise available to the public.
Assignments and Participation. Lender may sell, assign, transfer, negotiate or grant participation to any other party in all or part of the obligations of Borrower outstanding under the Loan Documents without Borrower's prior written consent. Lender may, in connection with any actual or proposed assignment or participation, disclose to the actual or proposed assignee or participant, any information relating to Borrower. Lender intends to borrow the funds necessary to make Loans to Borrower under this Loan Agreement and may assign this Agreement and the Note as security for such borrowing.
Assignments and Participation. 77 SECTION 11.08. Confidentiality .............................................. 79 SECTION 11.09. Waiver of Jury Trial ......................................... 80 SECTION 11.10. GOVERNING LAW; SUBMISSION TO JURISDICTION .................... 80 SECTION 11.11. Relation of the Parties; No Beneficiary ...................... 81 SECTION 11.12. Execution in Counterparts .................................... 81 SECTION 11.13. Survival of Agreement ........................................ 81 SECTION 11.14. Platform ..................................................... 81 SECTION 11.15.
Assignments and Participation. (a) Each Lender may, but only in accordance with applicable law, at any time grant participations in all or part of its Commitment or its Advances, including the payments due to it under this Agreement and its Note (each, a "Participation"), to any Lender or to any other bank, commercial paper conduit or other institution (each, a "Participant"). Each Lender hereby acknowledges and agrees that (A) any such Participation will not alter or affect such Lender's direct obligations hereunder, and (B) neither Borrower shall have any obligation to have any communication or relationship with any Participant. No Participant shall be entitled to sell, transfer, assign, participate, subparticipate, pledge, hypothecate or otherwise dispose of (each, a "Transfer") all or any portion of its Participation, without the prior written consent of the Agent for its Lender Group (which consents shall not be unreasonably withheld), nor shall any such Transfer be permitted or made except in accordance with Section 8.06(b). The Borrowers shall be obligated to indemnify (on a joint and several basis) a Participant for all amounts owing to it under Sections 2.10, 2.11, 2.13, and 8.04 as if such Participant were a Lender hereunder; provided in the case of Section 2.11 that such Participant has complied with the provisions of Section 2.11(c) as if it were a Lender. Each Lender shall give the Administrative Agent, the Agent for its Lender Group and the Borrowers notice of the consummation of any sale by it of a Participation.
