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 the Borrower may not 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.
(b) Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under the Loan Documents (including all or a portion of its Commitment and the Advances at the time owing to it); provided that (i) such Lender provides notice thereof to the Borrower within fifteen (15) days of such assignment (but the failure to provide such notice shall not affect the validity of such assignment), (ii) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Advances at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Advances outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Advances of the assigning Lender subject to each such assignment (determined as of the date the Lender Assignment with respect to such assignment is delivered to the Administrative Agent or, if "Trade Date" is specified in the Lender Assignment, as of the Trade Date) shall not be less than $5,000,000, u...
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. Prior to the expiry of the Certain Funds Period, consistent with the provisions of the Interim Facilities Agreement. Following the expiry of the Certain Funds Period and subject to the prior notification of the Bridge Administrative Agent, the Lenders will have the right to assign (except to Disqualified Lenders) Bridge Loans after the Closing Date in consultation with, but without the consent of, the Borrower; provided, however, that prior to the Bridge Loan Maturity Date, unless there has been a Demand Failure Event, the consent of the Borrower shall be required with respect to any assignment by an Initial Lender if, subsequent thereto, such Initial Lender would hold, in the aggregate, less than 51% of the aggregate outstanding principal amount of Bridge Loans originally committed to by such Xxxxxx. The Lenders will have the right to participate their Bridge Loans to other financial institutions (other than, if the list of Disqualified Lenders is made available to a Lender upon request, to Disqualified Lenders) without restriction, other than customary voting limitations. Participants will have the same benefits as the selling Lenders would have (and will be limited to the amount of such benefits) with regard to yield protection and increased costs, subject to customary limitations and restrictions; provided that no participant shall be entitled to receive any greater payment under the cost and yield protection provisions than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such participant is made with the Borrower’s prior written consent. Voting: Amendments and waivers of the Bridge Facility Documentation will require the approval of Lenders holding more than 50% of the outstanding Bridge Loans, except that (a) solely the consent of each directly and adversely affected Lender will be required for (i) reductions of principal, interest rates or the Applicable Margin (provided that waiver of a default, event of default, default interest, mandatory prepayment or offer to purchase shall not constitute a reduction for this purpose), and (ii) extensions of the Bridge Loan Maturity Date (except as provided under “Maturity” above) or the Extended Maturity Date, and (b) the consent of 100% of the Lenders will be required with respect to modifications to any of the voting percentages and releases of all or substantially all of the value of the Guarantees ...
Assignments and Participation. (a) Each Lender may assign to one or more banks or other entities all or a portion of its rights and obligations under the Loan Documents, including, without limitation, all or a portion of its Commitment, the Advances owing to it and the Note or Notes held by it (with the prior written consent of the Borrower if the assignee thereunder is not then a Lender or an Affiliate of a Lender, which consent shall not be unreasonably withheld or delayed if such an assignee is an Eligible Assignee); provided, however, that each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and 84 obligations under the Loan Documents, if the assignee thereunder is not then a Lender or an Affiliate of a Lender, the amount of the Commitment, Advance or Note being assigned pursuant to each such assignment shall in no event be less than the lesser of (i) the amount of the assigning Lender's Commitment, and (ii) $10,000,000 and integral multiples of $5,000,000 in excess thereof, and the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an assignment and acceptance in substantially the form of Exhibit 12.7 hereto (the "LENDER ASSIGNMENT"), together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Lender Assignment (which date shall not be prior to the acceptance (if required) by the Borrower of such Lender), which effective date shall be at least five Business Days after the execution thereof, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to it pursuant to such Lender Assignment, have the rights and obligations of a Lender under the Loan Documents and (y) the Lender assignor thereunder shall, to the extent that rights and obligations under the Loan Documents have been assigned by it to an assignee pursuant to such Lender Assignment, relinquish its rights and be released from its obligations under this Agreement (and, in the case of a Lender Assignment covering all or the remaining portion of an assigning Lender's rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto); provided, however, (i) if an Event of Default shall have occurred and be continuing a...
Assignments and Participation. 68 SECTION 10.08. Confidentiality ......................................................... 71 SECTION 10.09. Waiver of Jury Trial .................................................... 71 SECTION 10.10. GOVERNING LAW; SUBMISSION TO JURISDICTION ............................... 72 SECTION 10.11. Relation of the Parties; No Beneficiary ................................. 72 SECTION 10.12. Execution in Counterparts ............................................... 72 SECTION 10.13. Survival of Agreement ................................................... 73 SECTION 10.14. Limitation of Liability: Communications ................................. 73 SECTION 10.15. Platform and Primary Web Portal ......................................... 73 Exhibits -------- EXHIBIT A - Form of Notice of Borrowing EXHIBIT B - Form of Notice of Conversion EXHIBIT C - Form of Opinion of Xxxxxxx Xxxxxxxx, Esq., counsel to the Borrower EXHIBIT D - Form of Opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel to the Borrower EXHIBIT E - Form of Compliance Schedule EXHIBIT F - Form of Lender Assignment EXHIBIT G - Terms of Subordination (Junior Subordinated Debt) EXHIBIT H - Terms of Subordination (Guaranty of Hybrid Preferred Securities) EXHIBIT I - Form of Guaranty (CMS Energy and Grantors) EXHIBIT J - Form of Pledge and Security Agreement (CMS Energy) EXHIBIT K - Form of Pledge and Security Agreement (Borrower and Grantors) EXHIBIT L - AIG Pledge Agreement EXHIBIT M - Intercreditor Agreement (CMS Energy Facility) Schedules --------- COMMITMENT SCHEDULE SCHEDULE I Certain Debt SCHEDULE II Pledged Ownership Interests CREDIT AGREEMENT Dated as of March 30, 2003 THIS CREDIT AGREEMENT (the "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. Each Senior Secured Party agrees that it shall be a condition to assignment of any of its Senior Obligations that any assignee of such Senior Obligations shall agree in writing to be bound by the terms of this Agreement and to perform the obligations of a Senior Secured Party hereunder.
