Assignments and Participations. (a) Each Lender may and, if demanded by PPG will (following (x) a demand by such Lender pursuant to Section 2.10 or 2.13 or (y) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion), assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of the Term Loans owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Term Loans of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 (in the case of Eurocurrency Rate Loans) or $10,000,000 (in the case of Base Rate Loans) unless otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPG, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG pursuant to this Section 9.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG after receipt of the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) 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, together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments and Participations. (a) Each Lender may and, if demanded by PPG will (following (x) a demand by such Lender pursuant to Section 2.10 or 2.13 or (y) a failure by such Lender to sign, within three Business Days after the date originally scheduled for delivery of such signature if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two five Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)Agent, assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of the Term Loans owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Term Loans of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 (in the case of Eurocurrency Rate Loans) or $10,000,000 (in the case of Base Rate Loans) unless otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPG, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG pursuant to this Section 9.07(a) shall (x) be an assignment of all of such XxxxxxLender’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG after receipt of the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) 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, together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments and Participations. (a) Each Lender may may, with the consent of the Agent (not to be unreasonably withheld or delayed) in the case of an assignment to a Person who is not an Affiliate of such Lender and, if demanded by PPG will (following (x) a demand by such Lender pursuant the Borrower so long as no Default shall have occurred and be continuing and only with respect to Section 2.10 or 2.13 or (y) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders)Affected Lender, upon at least two five Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)Agent, shall, assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of the Term Loans owing to it its Commitment its participations in Letters of Credit, if any, and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this AgreementAgreement with respect to one or more Facilities, (ii) except in the case of an assignment to a Person thatLender, immediately prior to such assignment, was an Affiliate of a Lender or an Approved Fund with respect to a Lender, or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of (x) the Term Loans Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (y) the Unissued Letter of Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof, in each case, unless the case of Eurocurrency Rate Loans) or $10,000,000 (in Borrower and the case of Base Rate Loans) unless Agent otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPGagrees, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a9.08(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG the Borrower after receipt of consultation with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a9.08(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) unless waived by the Agent in its sole discretion, 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 AcceptanceAcceptance (and the assignee, if it is not a Lender, shall deliver to the Agent an Administrative Questionnaire), together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment, ; provided, however, that (x) only one such fee shall be payable in connection with simultaneous assignments to or by two or more Approved Funds with respect to a Lender and (y) in the case of each assignment made as a result of a demand by PPGthe Borrower, such recordation fee shall be payable by PPG the Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG the Borrower to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10Sections 2.11, 2.13 2.14 and 9.04 to the extent any claim thereunder relates to an event arising 105 prior to such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 9.06 to the extent any claim thereunder relates to an event arising prior to such assignment) under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments and Participations. (a) Each Lender may andmay, if demanded by PPG will (following upon notice to the Borrower and the Agent and (x) a demand by such Lender pursuant with the consent of the Agent (not to Section 2.10 or 2.13 or be unreasonably withheld) and (y) a failure unless an Event of Default has occurred and is continuing, with the consent of the Borrower (with the Borrower consent not to be unreasonably withheld, delayed or conditioned, and provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two Business Days’ written notice to such Lender and the Administrative Agent (which within five Business Days after having received notice period may be reduced by the Administrative Agent in its sole discretionthereof), assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of the Term Loans Loan and other amounts owing to it and the any Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Term Loans Loan of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 (in the case of Eurocurrency Rate Loans) or $10,000,000 (in the case unless an Event of Base Rate Loans) unless otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPGin which case not less than $5,000,000) or an integral multiple of $1,000,000 in excess thereof unless the Agent otherwise agrees, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG pursuant to this Section 9.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG after receipt of the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) 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, and the parties to such assignment (other than the Borrower and the Agent) shall deliver together with therewith any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and recordation fee of $3,500 payable by the parties to each (except no such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case for assignments to a Lender, an Affiliate of a Lender or an assignment made at the request of PPG to an Eligible Assignee that is an existing LenderApproved Fund), and (viiv) any Lender may, without the approval of PPGthe Borrower, but with notice to the Borrower, assign all or a portion of its rights and obligations to any of its AffiliatesAffiliates or to another Lender or an Approved Fund. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.102.09, 2.13 2.11 and 9.04 8.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Notwithstanding the foregoing, until the Delayed Draw Term Loan is made or the Delayed Draw Term Loan Commitment Termination Date has occurred without any Borrowing of the Delayed Draw Term Loan, under no circumstances shall a Lender assign or have the right to assign its Commitments in respect of the Delayed Draw Term Loans without the express written consent of the Borrower and the Agent.
Appears in 1 contract
Samples: Credit Agreement (Sears Canada Inc.)
Assignments and Participations. (a) Each Lender may, with the consent of the Agent and the Issuing Bank (except, in each case, as provided in Section 8.07(g)) and the Borrower (which consent may be withheld in the Borrower's sole and absolute discretion) and, if demanded by PPG will the Borrower (i) following a request for a payment to or on behalf of such Lender under Section 2.12 or Section 2.15, (xii) following a demand notice given by such Lender pursuant to Section 2.10 or 2.13 or (yiii) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), 8.01(b) upon at least two ten Business Days’ ' notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)Agent, will, assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Term Loans Revolving Credit Advances and Letter of Credit Advances owing to it and the Note or Revolving Credit Notes held by it); provided, howeverthat the Borrower may make demand with respect to a Lender that has given notice pursuant to Section 2.13 only if the Borrower makes such demand of all Lenders similarly situated that have given such notice; provided, further, that (iA) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this AgreementAgreement and the Revolving Credit Notes (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and Competitive Bid Notes), (iiB) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Term Loans Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 ($20,000,000 or an integral multiple of $1,000,000 in the case of Eurocurrency Rate Loans) or $10,000,000 (in the case of Base Rate Loans) unless otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPGexcess thereof, (iiiC) each such assignment shall be to an Eligible Assignee, (ivD) each such assignment made as a result of a demand by PPG pursuant to this Section 9.07(a) the Borrower shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG the Borrower after receipt of consultation with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (vE) no Lender shall be obligated to make any such assignment as a result of a demand by PPG pursuant to this Section 9.07(a) the Borrower unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, Agreement and (viF) 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, together with any Note Revolving Credit Notes subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and recordation fee of $3,500 payable (which shall be paid by Persons other than the parties to each Borrower unless such assignment, provided, however, that in the case of each assignment is made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its AffiliatesBorrower). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x1) the assignee thereunder shall (x) be a party hereto and, and (y) 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 or the Issuing Bank, as the case may be, hereunder and (y2) the Lender or the Issuing Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights of indemnification under Section 2.10, 2.13 and 9.04 8.04 or otherwise relating to a time prior to the extent any claim thereunder relates to an event arising prior effective date of such assignment) Assignment and Acceptance, and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's or Issuing Bank's rights and obligations under this Agreement, such Lender or the Issuing Bank shall cease to be a party hereto).
Appears in 1 contract
Samples: Credit Agreement (Genuity Inc)
Assignments and Participations. (a) Each Lender may andsell, if demanded by PPG will (following (x) a demand by such Lender pursuant to Section 2.10 transfer, negotiate or 2.13 or (y) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion), assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Agreement hereunder (includingincluding all of its rights and obligations with respect to the Revolving Loans, without limitation, all or a portion of the Term Swing Loans owing to it and the Note or Notes held by itLetters of Credit); provided, however, that (i) each if any such assignment shall be of a constantthe assigning Lender’s Revolving Credit Outstandings and Revolving Credit Commitments, and not a varying, such assignment shall cover the same percentage of all rights such Lender’s Revolving Credit Outstandings and obligations under this AgreementRevolving Credit Commitments, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Term Loans of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assignor’s entire interest) be less than €10,000,000 $1,000,000 or an integral multiple of $1,000,000 in excess thereof, except, in either case, (in A) with the case consent of Eurocurrency Rate Loans) or $10,000,000 (in the case of Base Rate Loans) unless otherwise agreed by Borrower and the Administrative Agent and, so long as no Default has occurred or (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender and is continuing, PPG, (iii) each if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG pursuant to this Section 9.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG after receipt of the written prior consent of the Administrative Agent, Agent and the Borrower (which consent consents shall not be unreasonably withheld or delayed); and provided, and shall be either an assignment further, that, notwithstanding any other provision of all this Section 9.2, the consent of the rights and obligations Borrower shall not be required (x) for any assignment occurring when any Event of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG pursuant to this Section 9.07(a) unless and until such Lender Default shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount occurred and all other amounts payable to such Lender under this Agreement, be continuing and (viy) the parties to each such for any assignment shall execute and deliver to by the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all Syndication Agent or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, their respective Affiliates made prior to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have Syndication Completion Date of their Revolving Credit Commitments held on the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)Closing Date.
Appears in 1 contract
Samples: Credit Agreement (Tekni Plex Inc)
Assignments and Participations. (a) Each Lender may may, and, so long as no Default shall have occurred and be continuing, if demanded by PPG will the Parent Borrower (following (x) a demand by such Lender pursuant to Section 2.10 or 2.13 or (y2.10) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two five Business Days’ ' notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)Agent, will, assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment or Commitments, the Term Loans Advances owing to it and the Note or Notes held by it); providedPROVIDED, howeverHOWEVER, that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all rights and obligations under this Agreementand in respect of one or more of the Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Term Loans Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 ($5,000,000 and the amount of the Commitment of the assigning Lender being retained shall in the case of Eurocurrency Rate Loans) or no event be less than $10,000,000 (in the case of Base Rate Loans) unless otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPG5,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG the Parent Borrower pursuant to this Section 9.07(a8.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG the Parent Borrower after receipt of the written consent of consultation with the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG the Parent Borrower pursuant to this Section 9.07(a8.07(a) unless and until such Lender shall have received one or more payments from either the Parent Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) no such assignment shall be permitted without the consent of the Administrative Agent until the Administrative Agent shall have notified the Lender Parties that syndication of the Commitments hereunder has been completed, and (vii) 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, together with any Note or Notes subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and recordation fee of (A) $3,500 payable by the parties to each 1,500 if such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG is to an Eligible Assignee that is an existing Lender, Affiliate of the assigning Lender Party and (viiB) any Lender may, without the approval of PPG, assign $3,000 in all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)cases.
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Assignments and Participations. (a) Each Revolving Credit Lender may andsell, if demanded by PPG will (following (x) a demand by such Lender pursuant to Section 2.10 transfer, negotiate or 2.13 or (y) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion), assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Agreement hereunder (includingincluding all of its rights and obligations with respect to the Revolving Loans, without limitation, all or a portion of the Term Swing Loans owing to it and the Note or Notes held by itLetters of Credit); provided, however, that (i) each if any such assignment shall be of a constantthe assigning Revolving Credit Lender's Revolving Credit Outstandings and Revolving Credit Commitments, and not a varying, such assignment shall cover the same percentage of all rights such Revolving Credit Lender's Revolving Credit Outstandings and obligations under this AgreementRevolving Credit Commitments, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Term Loans of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assignor's entire interest) be less than €10,000,000 ($2,000,000 or an integral multiple of $1,000,000 in the case of Eurocurrency Rate Loans) or $10,000,000 (excess thereof, except, in the case of Base Rate Loans) unless otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPGeither case, (iiiA) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG pursuant to this Section 9.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s with the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG after receipt of the written consent of the Administrative Agent, Borrower (which consent shall not be unreasonably withheld or delayed, ) and shall be either an the Administrative Agent or (B) if such assignment of all of the rights and obligations of the assigning is being made to a Lender under this Agreement or an assignment of a portion Affiliate or Approved Fund of such rights Lender and obligations made concurrently with another (iii) if such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this AgreementEligible Assignee is not, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans owing to such Lender, together with accrued interest thereon prior to the date of payment such assignment, a Lender or an Affiliate or Approved Fund of such principal amount and all other amounts payable to such Lender under this Agreementa Lender, (vi) the parties to each such assignment shall execute and deliver be subject to the prior consent of the Administrative Agent, for its acceptance Agent (which consents shall not be unreasonably withheld or delayed); and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, howeverfurther, that in that, notwithstanding any other provision of this Section 11.2, the case consent of each the Borrower shall not be required for any assignment made as a result occurring when any Event of a demand by PPG, such recordation fee Default shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) occurred and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)continuing.
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Assignments and Participations. (a) Each Lender may may, with the consent of the Agent (except as provided in clause (g) below) and, so long as no Default has occurred and is continuing, the Borrower (such consent, in the case of the Agent or the Borrower, not to be unreasonably withheld) and, so long as no Default has occurred and is continuing, if demanded by PPG will (the Borrower pursuant to Section 9.01(b) or following (x) a demand request for a payment to or on behalf of such Lender under Section 2.11 or Section 2.14 or following a notice given by such Lender pursuant to Section 2.10 or 2.13 or (y) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), 2.12 upon at least two ten Business Days’ ' notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)Agent, will, assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Term Loans Revolving Credit Advances owing to it and the Revolving Credit Note or Notes held by it); provided, howeverthat the Borrower may make demand with respect to a Lender that has given notice pursuant to Section 2.12 only if the Borrower makes such demand of all Lenders similarly situated that have given such notice; provided, further, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this AgreementAgreement and the Revolving Credit Notes (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and Competitive Bid Notes), (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Term Loans Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 (in the case of Eurocurrency Rate Loans) or $10,000,000 (or an integral multiple of $1,000,000 in the case of Base Rate Loans) unless otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPGexcess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG pursuant to this Section 9.07(a) the Borrower shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG the Borrower after receipt of consultation with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG pursuant to this Section 9.07(a) the Borrower unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, Agreement and (vi) 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, together with any Note 60 60 Revolving Credit Notes subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and recordation fee of $3,500 payable (which shall be paid by Persons other than the parties to each Borrower unless such assignment, provided, however, that in the case of each assignment is made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its AffiliatesBorrower). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights of indemnification under Section 2.10, 2.13 and 9.04 or otherwise relating to a time prior to the extent any claim thereunder relates to an event arising prior effective date of such assignment) Assignment and Acceptance and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
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Assignments and Participations. (a) Each Lender may andmay, and so long as no Default shall have occurred and be continuing, if demanded by PPG will any Borrower (following (x) a demand by such Lender pursuant to Section 2.10 or 2.13 or (y2.17) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two five Business Days’ ' notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)Agent, will, assign to one or more Persons Eligible Assignee all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its WC Commitment, the Term Loans Committed Advances owing to it and the Committed Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all rights and obligations under this Agreementand in respect of the Committed Facility, the "Committed Facility" under the ACE INA 364-Day Revolving Credit Facility and the "Committed Facility" under the Borrowers' 364-Day Revolving Credit Facility, except for any non-pro rata assignments to a SPC pursuant to Section 9.07(l), any non-pro rata assignment made by a Downgraded Lender after a request by the Issuing Bank pursuant to Section 2.19 (and any subsequent non-pro rata assignment of the interest so assigned or by the Downgraded Lender) and any other non-pro rata assignment approved by the Administrative Agent and any Borrower, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of a any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Term Loans of the assigning Lender WC Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 (in the case of Eurocurrency Rate Loans) or $10,000,000 (in the case of Base Rate Loans) unless otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPG10,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG any Borrower pursuant to this Section 9.07(a) 2.17 shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG such Borrower after receipt of the written consent of consultation with the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG any Borrower pursuant to this Section 9.07(a) 2.17 unless and until such Lender shall have received one or more payments from either the such Borrower or one or more other Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans Committed Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) as a result of such assignment, no Borrower shall be subject to additional amounts under Section 2.11 or 2.13, (vii) no such assignment shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing, the Parent (which consents shall not be unreasonably withheld) and (viii) 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, together with any Note or Notes subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)2,500.00.
Appears in 1 contract
Samples: Credit Agreement (Ace LTD)
Assignments and Participations. (a) Each Lender may and, so long as no Default shall have occurred and be continuing, if demanded by PPG will the Borrower (following (x) a demand by such Lender pursuant to Section 2.10 or 2.13 or (y2.12) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two five Business Days’ ' notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)Agent, will assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitment or Commitments, the Term Loans Advances owing to it and the Note or Notes held by itit to the extent requested pursuant to Section 2.16(a)); provided, however, that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all rights and obligations under and in respect of any or all Facilities, provided, however, that nothing in this Agreementclause (i) shall prevent a Lender from assigning an interest in a single Facility if such Lender has an interest in more than one Facility, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of a any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Term Loans of the assigning Lender Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 ($2,500,000 and shall be in the case an integral multiple of Eurocurrency Rate Loans) or $10,000,000 (1,000,000 in the case of Base Rate Loans) unless otherwise agreed by the Administrative Agent and, so long as no Default has occurred and excess thereof under each Facility for which a Commitment is continuing, PPGbeing assigned, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a8.7(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG the Borrower after receipt of the written consent of consultation with the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a8.7(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) no such assignments shall be permitted without the consent of the Administrative Agent and the Syndication Agent (such consents not to be unreasonably withheld or delayed) and (vii) 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, together with any Note or Notes subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and recordation fee of $3,500 payable (except in the case of an assignment to a Lender or any Affiliate of a Lender or any Approved Fund and except for any assignment by the parties to each such assignment, either Syndication Agent or any other of their respective Affiliates); provided, however, that in the case of for each such assignment made as a result of a demand by PPGthe Borrower pursuant to this Section 8.7(a), such recordation fee the Borrower shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, pay to the extent that rights Administrative Agent the applicable processing and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)recordation fee.
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Assignments and Participations. (a) Except as expressly permitted by Section 5.02(c), neither the Company nor any Borrower may assign or otherwise transfer any of its rights hereunder without the prior written consent of the Agent and each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void). Each Lender may and, if demanded by PPG will a Borrower (following (x) a demand by such Lender pursuant to Section 2.10 2.12, upon a requirement to pay or 2.13 or (y) a failure by indemnify Indemnified Taxes with respect to such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), 2.15 or upon such Lender becoming a Defaulting Lender) upon at least two five Business Days’ notice to such Lender and the Administrative Agent will (which notice period may be reduced by at the Administrative Agent in its Borrower’s sole discretionexpense), assign assign, with the consent, not to be unreasonably withheld, of the Agent and the Company, to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of one or more of its Revolving Credit Commitments, the Term Loans Advances (other than Competitive Bid Advances) owing to it it, and the Note or Notes (other than Competitive Bid Notes) held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this AgreementAgreement under the Facility under which such Lender has a Revolving Credit Commitment, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Term Loans Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 ($20,000,000 or an integral multiple of $1,000,000 in the case of Eurocurrency Rate Loans) or $10,000,000 (in the case of Base Rate Loans) unless otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPGexcess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG a Borrower pursuant to this Section 9.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG such Borrower after receipt of consultation with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG a Borrower pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the such Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) 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, together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each an assignment made as a result of a demand by PPGa Borrower, such recordation fee shall be payable by PPG such Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG a Borrower to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or provided further that no such assignment shall be made to a portion of its rights to any of its AffiliatesDefaulting Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments and Participations. (a) Each Lender may and, if demanded by PPG will (following (x) a demand by such Lender pursuant to Section 2.10 or 2.13 or (y) a failure by such Lender to sign, within three Business Days after the date originally scheduled for delivery of such signature if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two five Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)Agent, assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Term Loans Revolving Credit Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Term Loans Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Credit Agreement Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 (in the case of Eurocurrency Rate Loans) or $10,000,000 (in the case of Base Rate Loans) unless otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPG, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG pursuant to this Section 9.07(a) shall (x) be an assignment of all of such XxxxxxLender’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s Commitment, the Term Loans Revolving Credit Advances owing to it and the Note or Notes held by it) and (y) be arranged by PPG after receipt of the written consent of the Administrative AgentAgent (and if a Commitment is being assigned, each Issuing Lender and the Swing Line Bank), which consent shall not be unreasonably withheld or delayed, and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower Borrowers or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) 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, together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments and Participations. (a) Each Lender may andmay, if demanded by PPG will (following (x) a demand by such Lender pursuant to Section 2.10 or 2.13 or (y) a failure by such Lender to sign, if with the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or written consent to this Agreement or of the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two Business Days’ notice to such Lender Borrower and the Administrative Agent (which notice period may consents shall not be reduced unreasonably withheld or delayed), and if demanded by the Administrative Agent in its sole discretion)Borrower pursuant to Section 8.07(g) shall to the extent required by such Section, assign to one or more Persons banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitment, the Term Loans Advances owing to it and the any Note or Notes held by it); provided, however, provided 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) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount portion of the Term Loans Commitment Amount of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the applicable Assignment and Acceptance with respect to such assignmentAcceptance) shall in no event be less than €10,000,000 (in the case of Eurocurrency Rate Loans) or $10,000,000 (in or, if less, the case entire amount of Base Rate Loans) unless otherwise agreed by the Administrative Agent andsuch Lender’s Commitment, so long as no Default has occurred and is continuing, PPGshall be an integral multiple of $1,000,000 or such Lender’s entire Commitment, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG pursuant to this Section 9.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG after receipt of the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) 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, together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPG, such recordation fee 4,000 (which shall be payable by PPG except that no such recordation fee one or more of the parties to the Assignment and Acceptance, and not by the Borrower, and shall not be payable in if the case of an assignment made at the request of PPG to an Eligible Assignee that assignee is an existing Lendera Federal Reserve Bank), and (viiv) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Lender may, without the approval Event of PPG, assign all or a portion of its rights to any of its AffiliatesDefault. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party heretohereto (although an assigning Lender shall continue to be entitled to indemnification pursuant to Section 8.04(c)). Notwithstanding anything contained in this Section 8.07(a) to the contrary, (A) the consent of the Borrower and the Administrative Agent shall not be required with respect to any assignment by any Lender to an Affiliate of such Lender or to another Lender and (B) any Lender may at any time, without the consent of the Borrower or the Administrative Agent, and without any requirement to have an Assignment and Acceptance executed, assign all or any part of its rights under this Agreement and any Note to a Federal Reserve Bank, provided that no such assignment shall release the transferor Lender from any of its obligations hereunder.
Appears in 1 contract
Samples: Credit Agreement (Exelon Corp)
Assignments and Participations. (a) Each Lender may may, with the consent of each Issuing Bank and the Agent and, so long as no Event of Default has occurred and is continuing, the Company (which consents shall not be unreasonably withheld or delayed) and, if demanded by PPG will the Company (at any time following (x) a demand by such Lender pursuant to Section 2.10 2.11 or 2.13 or (y2.14) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two five Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)shall, assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Revolving Credit Commitment, its Unissued Letter of Credit Commitment, the Term Loans Advances owing to it it, its participations in Letters of Credit and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of (x) the Term Loans Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 (in the case of Eurocurrency Rate Loans) or $10,000,000 or an integral multiple of $1,000,000 in excess thereof and (y) the Unissued Letter of Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, in each case, unless the case of Base Rate Loans) unless Company and the Agent otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPGagree, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG the Company pursuant to this Section 9.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG the Company after receipt of consultation with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG the Company pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the a Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) 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, together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPGthe Company, such recordation fee shall be payable by PPG the Company except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG the Company to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10Sections 2.11, 2.13 2.14 and 9.04 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Credit Agreement (Xerox Corp)
Assignments and Participations. (a) Each Lender may and, if demanded by PPG will the Company (following (x) a demand by such Lender pursuant to Section 2.10 2.11 or 2.13 2.14 or (y) a failure an assertion of illegality by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature 2.12 and so long as no Event of all Lenders), Default has occurred and is continuing) upon at least two five Business Days’ ' notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)Paying Agent, will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Term Loans Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Term Loans Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €$10,000,000 (or, in the case of Eurocurrency Rate Loansan assignment to a Lender, $5,000,000) or an integral multiple of $10,000,000 (1,000,000 in excess thereof unless the case Company and the Paying Agent otherwise agree or unless the amount of Base Rate Loans) unless otherwise agreed by the Administrative Agent and, so long as no Default has occurred and assigning Lender's Commitment is continuing, PPG, thereby reduced to zero (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG the Company pursuant to this Section 9.07(a9.06(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG the Company after receipt of consultation with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Paying Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG the Company pursuant to this Section 9.07(a9.06(a) unless and until such Lender shall have received one or more payments from either the Borrower Borrowers or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver to the Administrative Paying Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPGthe Company, such recordation fee shall be payable by PPG the Company except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG the Company to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPGthe Company and the Paying Agent, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.102.11, 2.13 2.14 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Day Credit Agreement (Goodrich Corp)
Assignments and Participations. (a) Each Lender may andsell, if demanded by PPG will (following (x) a demand by such Lender pursuant to Section 2.10 transfer, negotiate or 2.13 or (y) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion), assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Agreement hereunder (includingincluding all of its rights and obligations with respect to the Revolving Loans, without limitation, all or a portion of the Term Swing Loans owing to it and the Note or Notes held by itLetters of Credit); provided, however, that (i) each if any such assignment shall be of a constantthe assigning Lender's Revolving Credit Outstandings and Revolving Credit Commitment, and not a varying, such assignment shall cover the same percentage of all rights such Lender's Revolving Credit Outstandings and obligations under this AgreementRevolving Credit Commitment, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Term Loans of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender's entire interest) be less than €10,000,000 $5,000,000 or an integral multiple of $1,000,000 in excess thereof, except, in either case, (in A) with the case consent of Eurocurrency Rate Loans) or $10,000,000 (in the case of Base Rate Loans) unless otherwise agreed by Borrower and the Administrative Agent andor (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender, so long as no Default has occurred and is continuing, PPG, (iii) each if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG pursuant to this Section 9.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG after receipt of the written prior consent of the Administrative Agent, Agent and the Borrower (which consent shall not be unreasonably withheld or delayed, and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) 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, together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee and a processing and recordation fee of $3,500 payable by the parties to each such assignment, ); provided, however, that in that, notwithstanding any other provision of this Section 13.2, the case consent of each the Borrower shall not be required for any assignment made as a result which occurs when any Event of a demand by PPG, such recordation fee Default shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) occurred and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)continuing.
Appears in 1 contract
Samples: Kasper a S L LTD
Assignments and Participations. (a) Each ●. This Agreement and the other Loan Documents shall be binding upon and inure to the benefit of each Loan Party and each Agent and each Lender and their respective successors and assigns; provided, however, that none of the Loan Parties may and, if demanded by PPG will (following (x) a demand by such Lender pursuant to Section 2.10 assign or 2.13 transfer any of its rights hereunder or (y) a failure by such Lender to sign, if under the Required Lenders have delivered such signature on or other Loan Documents without the prior to such scheduled date, any proposed amendment, waiver or written consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two Business Days’ notice to such each Lender and the Administrative Agent (which notice period may be reduced by and any such assignment without the Lenders’ and the Administrative Agent Agent’s prior written consent shall be null and void and no Lender may assign or transfer any of its rights hereunder or under the other Loan Documents except (i) to an assignee in its sole discretionaccordance with the provisions of Section 12.07(b) and (ii) by way of participation in accordance with the provisions of Section 12.07(i). Each Lender may with the written consent of the Administrative Agent, assign to (i) one or more Persons Eligible Transferees and (ii) if an Event of Default has occurred and is continuing, one or more Ineligible Institutions, in each case, all or a portion of its rights and obligations under this Agreement (including, without limitation, with respect to all or a portion of its Term Loan Commitment and any portion of the Term Loans owing to it and the Note or Notes held made by it); provided, however, that (i) each any such assignment under clause (i) above shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) except in require the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Term Loans of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 (in the case of Eurocurrency Rate Loans) or $10,000,000 (in the case of Base Rate Loans) unless otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPG, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG pursuant to this Section 9.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG after receipt of the written consent of the Administrative Agent, Borrower (which consent shall not be unreasonably withheld withheld, conditioned or delayed, delayed (and shall be either deemed to have been given in the event Borrower has not responded within five (5) Business Days of request for such consent) nor shall it be required during the existence of an Event of Default), (ii) such assignment is in an amount which is at least $500,000 or a multiple of $250,000 in excess thereof (or the remainder of such Lender’s Commitment) (except such minimum amount shall not apply to an assignment of all of the rights and obligations of the assigning by a Lender under this Agreement or to (x) a Lender, an assignment of a portion Affiliate of such rights and obligations made concurrently with another Lender or a Related Fund of such assignment Lender or (y) a group of new Lenders, each of whom is an Affiliate or Related Fund of each other to the extent the aggregate amount to be assigned to all such assignments that together cover all new Lenders is at least $500,000 or a multiple of the rights and obligations of the assigning Lender under this Agreement$250,000 in excess thereof), (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (viiii) the parties to each such assignment shall execute and deliver to the Administrative each Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject and such parties shall deliver to such assignmentthe Administrative Agent, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee and benefit of the Administrative Agent, a processing and recordation fee of $3,500 payable by (provided that the parties Administrative Agent, in its sole discretion, may elect to each waive or reduce such assignmentprocessing and recordation fee), (iv) any such assignment shall require the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed); provided, howeverthat no written consent of the Collateral Agent, that in the case of each assignment made as a result of a demand by PPG, such recordation fee Administrative Agent or the Borrower shall be payable required (1) in connection with any assignment by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG a Lender to an Eligible Assignee that is an existing a Lender, an Affiliate of such Lender or a Related Fund of such Lender or (2) if such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of such Lender and (viiv) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliatestax forms required by Section 2.08 and an Administrative Questionnaire. Upon such execution, delivery, acceptance delivery and recordingacceptance, from and after the effective date specified in each Assignment and AcceptanceAcceptance and recordation in the Register, (xA) the assignee thereunder shall be become a party hereto “Lender” hereunder and, in addition to the extent that rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder Acceptance and (yB) the assigning Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering 151 KL2 3287103.6 all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) Notwithstanding the foregoing or anything to the contrary set forth herein, no assignment shall be made at any time to any Defaulting Lender or any of its Subsidiaries or Affiliates, or any Person who, upon becoming a Lender would constitute a Defaulting Lender. By executing and delivering an Assignment and Acceptance, the assigning Lender and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, the assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto; (ii) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or the performance or observance by any Loan Party of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement and the other Loan Documents, together with such other documents and information it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the assigning Lender, any Agent or any Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Loan Documents; (v) such assignee appoints and authorizes the Agents to take such action as agents on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agents by the terms hereof and thereof, together with such powers as are reasonably incidental hereto and thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement and the other Loan Documents are required to be performed by it as a Lender. The Administrative Agent shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain, or cause to be maintained at one of its offices in the United States, a copy of each Assignment and Acceptance delivered to and accepted by it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitments of, and the principal amount of the Term Loans (and stated interest thereon) (the “Registered Loans”) owing to each Lender from time to time. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agents and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice. The Register is intended to cause the Registered Loans to be in registered form within the meaning of Treasury Regulations Section 5f.103-1(c) and within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code. Upon receipt by the Administrative Agent of a completed Assignment and Acceptance and the processing and recordation fee (if applicable) and other items required to be delivered to the Administrative Agent pursuant to Section 12.07(b), and subject to any 152 KL2 3287103.6 consent required from the Administrative Agent pursuant to Section 12.07(b) (which consent of the Administrative Agent must be evidenced by the Administrative Agent’s execution of an acceptance to such Assignment and Acceptance), the Administrative Agent shall accept such assignment, record the information contained therein in the Register. A Registered Loan (and the registered note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each registered note shall expressly so provide). Any assignment or sale of all or part of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by registration of such assignment or sale on the Register. Prior to the registration of assignment or sale of any Registered Loan (and the registered note, if any, evidencing the same), the Agents shall treat the Person in whose name such Registered Loan (and the registered note, if any, evidencing the same) is registered on the Register as the owner thereof for the purpose of receiving all payments thereon, notwithstanding notice to the contrary. In the event that any Lender sells participations in a Registered Loan, such Lender shall, acting for this purpose as a non-fiduciary agent on behalf of the Borrower, maintain, or cause to be maintained, a register, on which it enters the name of all participants in the Registered Loans held by it and the principal amount (and stated interest thereon) of the portion of the Registered Loan that is the subject of the participation (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Treasury Regulations Section 5f.103-1(c) or proposed Section 1.163-5(b) of the United States Treasury Regulations (or, in each case, any amended or successor version). 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. A Registered Loan (and the registered note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each registered note shall expressly so provide). Any participation of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register. The Participant Register shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice. Any Non-U.S. Lender who purchases or is assigned or participates in any portion of such Registered Loan shall comply with Section 2.08(d). Each Lender may sell participations to (x) one or more Eligible Transferees and (y) if an Event of Default under Sections 9.01(a), (f) or (g) has occurred and is continuing, one or more Ineligible Institutions, in each case, in or to all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitments and the Term Loans made by it); provided, that (i) such Lender’s 153 KL2 3287103.6 obligations under this Agreement (including without limitation, its Commitments hereunder) and the other Loan Documents shall remain unchanged and that any such participant shall not be entitled to receive any greater payment or benefit hereunder than such Lender would have been entitled to receive with respect to the participation sold to such participant unless the sale of such participation is made with the Borrower’s prior written consent; (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and the Borrower, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents; and (iii) a participant shall not be entitled to require such Lender to take or omit to take any action hereunder except (A) action directly effecting an extension of the maturity dates or decrease in the principal amount of the Term Loans, (B) action directly effecting an extension of the due dates or a decrease in the rate of interest payable on the Term Loans or the fees payable under this Agreement, or (C) actions directly effecting a release of all or a substantial portion of the Collateral or any Loan Party (except as set forth in Section 10.08 of this Agreement or any other Loan Document). The Loan Parties agree that each participant shall be entitled to the benefits of Sections 2.08, 2.09, 2.10, 2.11 and 2.12 subject to the obligations and limitations set forth thereunder with respect to its participation in any portion of the Commitments and the Term Loans as if it was a Lender. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or loans made to, or other indebtedness issued by, such Lender pursuant to a securitization transaction (including any structured warehouse credit facility, collateralized loan obligation transaction or similar facility or transaction, and including any further securitization of the indebtedness or equity issued under such a transaction) (a “Securitization”); provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. The Loan Parties shall cooperate with such Lender and its Affiliates to effect a Securitization, including, without limitation, by providing such information as may be reasonably requested by such Lender in connection with the rating of its Loans or any Securitization.
Appears in 1 contract
Samples: Credit Agreement (Boxlight Corp)
Assignments and Participations. (a) Each Lender may with the consent of the Agent, each Issuing Bank and, so long as no Event of Default has occurred and is continuing, the Borrower (which consents shall not be unreasonably withheld or delayed), and, if demanded by PPG will the Borrower (following (x) a demand by such Lender pursuant to Section 2.10 2.11, 2.14 or 2.13 or (y2.20) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two five Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)Agent, will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Revolving Credit Commitment, its Unissued Letter of Credit Commitment, the Term Loans Advances owing to it it, its participations in Letters of Credit and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of its rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Term Loans Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 (x) in the case of Eurocurrency Rate Loansan assignment of Revolving Credit Commitment, $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (y) or $10,000,000 (in the case of Base Rate Loans) an assignment of Unissued Letter of Credit Commitment, $5,000,000 or an integral multiple of $1,000,000 in excess thereof, in each case unless otherwise agreed by the Administrative Agent and, so long as if no Default has occurred and is continuing, PPGthe Borrower otherwise agree, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a8.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG the Borrower after receipt of consultation with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) 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, together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPGthe Borrower, such recordation fee shall be payable by PPG the Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG the Borrower to an Eligible Assignee that is an existing Lender, Lender and (vii) no consent of the Borrower, the Agent or any Lender may, without Issuing Bank shall be required in the approval case of PPG, assign all or a portion of its rights an assignment to any Affiliate of its Affiliatesthe assigning Lender or in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10Sections 2.11, 2.13 2.14 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 8.04 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Five Year Credit Agreement (Packaging Corp of America)
Assignments and Participations. (a) Each Lender may andmay, and if demanded by PPG will the Borrower (following (x) a demand by such Lender pursuant to Section 2.10 2.11 or 2.13 during a period when the Borrower is making the increased payments contemplated by Section 2.14(a) or (y) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to making indemnification for taxes under Section 9.01, the signature of all Lenders2.14(c), upon at least two 20 Business Days’ ' notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)Agent) will, assign to one or more Persons banks or other entities all or a portion of its rights and obligations as a Lender under this Agreement and the Revolving Notes (including, without limitation, all or a portion of its Commitment, the Term Loans Revolving Advances owing to it and the Revolving Note or Notes held by itit in respect of the Revolving Advances); providedPROVIDED, howeverHOWEVER, 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 AgreementAgreement and the Revolving Notes , (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Term Loans Commitment and/or Revolving Advances of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 (in the case of Eurocurrency Rate Loans) or $10,000,000 (and shall be an integral multiple of $1,000,000 in the case of Base Rate Loans) unless otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPGexcess thereof, (iii) each such assignment shall be to an Eligible AssigneeAssignee approved by the Borrower (which approval shall not be unreasonably withheld), (iv) each such assignment made as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a8.07(a) shall be arranged by the Borrower (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (at its expense, including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG after receipt payment of the written consent of processing and recordation fee referred to in subclause (vi) hereof) after consultation with the Administrative Agent, which consent shall not be unreasonably withheld or delayed, to an Eligible Assignee acceptable to the Majority Lenders and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that which together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand made by PPG the Borrower pursuant to this Section 9.07(a8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans Revolving Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this AgreementAgreement and the Revolving Notes, (vi) 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, together with any Revolving Note or Notes subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG to an Eligible Assignee that is an existing Lender, 2,500 and (vii) any Lender may, without all other costs and expenses relating to each such assignment shall be borne by the approval of PPG, assign all or a portion of its rights to any of its Affiliatesparties thereto. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder under the Loan Documents have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and thereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder under the Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) Loan Documents (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this AgreementAgreement and Revolving Notes, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments and Participations. (a) Each Lender may and, if demanded by PPG will any Borrower (following (x) a demand by such Lender pursuant to Section 2.10 2.12 or 2.13 or (y2.15) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two five Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)Agent, will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Term Loans Revolving Credit Advances owing to it and the Note or Notes held by it); provided, however, that (i) such Lender shall have obtained the prior written consent of the Administrative Agent, the Issuing Bank and, other than in the case of an assignment to an Affiliate of such Lender, another Lender or its Affiliate, or assignments of the type described in subsection (g) below and unless a Default or an Event of Default has occurred and is continuing, Rayonier, in each case such consent not to be unreasonably withheld or delayed, (ii) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (iiiii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Term Loans Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 (in the case $5,000,000 and shall be an integral multiple of Eurocurrency Rate Loans) or $10,000,000 (in the case of Base Rate Loans) 1,000,000 unless otherwise agreed by Rayonier and the Administrative Agent andotherwise agree, so long as no Default has occurred and if the assigning Lender is continuingassigning less than all of its Commitments after giving effect to such assignment, PPGthe amount of the commitment of the assigning Lender shall be equal to or greater than $5,000,000, (iiiiv) each such assignment shall be to an Eligible Assignee, (ivv) each such assignment made as a result of a demand by PPG the applicable Borrower pursuant to this Section 9.07(a8.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG such Borrower after receipt of the written consent of consultation with the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (vvi) no Lender shall be obligated to make any such assignment as a result of a demand by PPG the applicable Borrower pursuant to this Section 9.07(a8.07(a) unless and until such Lender shall have received one or more payments from either the such Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans Revolving Credit Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount amount, its proportionate interest in LC Exposure and all other amounts payable to such Lender under this Agreement, (vi) each such assignment shall include an assignment by such Lender of its proportionate interest in LC Exposure, and (vii) the parties to each such assignment shall (y) electronically execute and deliver to the Administrative AgentAgent an Assignment and Acceptance via an electronic settlement system acceptable to the Administrative Agent (which initially shall be ClearPar, LLC) or (z) manually execute and deliver to the Administrative Agent an Assignment and Acceptance together with a processing and recordation fee of $3,500 (such fee payable by the assignor or assignee, as agreed by the parties), for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.102.12, 2.13 2.15 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 8.04 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Credit Agreement (Rayonier Inc)
Assignments and Participations. (a) Each Lender may andsell, if demanded by PPG will (following (x) a demand by such Lender pursuant to Section 2.10 transfer, negotiate or 2.13 or (y) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion), assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Agreement hereunder (including, without limitation, including all or a portion of its rights and obligations with respect to the Term Loans owing to it and the Note or Notes held by itLetters of Credit); provided, however, that (i) each (A) if any such assignment shall be of a constantthe assigning Lender's Outstandings and Commitments, and not a varying, such assignment shall cover the same percentage of all rights such Lender's Outstandings and obligations under this AgreementCommitments, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Term Loans of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the Assignor's entire interest) be less than €10,000,000 (in the case of Eurocurrency Rate Loans) or $10,000,000 (or an integral multiple of $1,000,000 in excess thereof, except, in either case, with the case consent of Base Rate Loans) unless otherwise agreed by the Borrower and the Administrative Agent and, so long as no Default has occurred and is continuing, PPG, (iii) each if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG pursuant to this Section 9.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG after receipt of the written prior consent of the Administrative Agent, Agent and the Borrower (which consent consents shall not be unreasonably withheld or delayed); and provided, and shall be either an assignment further, that, notwithstanding any other provision of all this Section 11.2, the consent of the rights and obligations Borrower shall not be required for any assignment occurring when any Event of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG pursuant to this Section 9.07(a) unless and until such Lender Default shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount occurred and all other amounts payable to such Lender under this Agreement, (vi) the parties to each such assignment shall execute be continuing; and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, howeverfurther, that in the case of each assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee sale, transfer, negotiation or assignment shall be payable in permitted if, after giving effect to such sale, transfer, negotiation or assignment, Affiliates of the Borrower that are Lenders would hold, collectively, greater than or equal to 50% of the outstanding Loans or Commitments, as the case of an assignment made at may be, under the request of PPG to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)Facility.
Appears in 1 contract
Assignments and Participations. (a) Each Lender may andshall have the right to assign, if demanded by PPG will (following (x) a demand by such Lender pursuant to Section 2.10 transfer, sell, negotiate, pledge or 2.13 or (y) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to otherwise hypothecate this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion), assign to one or more Persons all or a portion any of its rights and obligations security hereunder and under this Agreement (including, without limitation, all or a portion the other Loan Documents to any other Eligible Assignee with the prior written consent of the Term Loans owing to it Agent and with the prior written consent of Borrower, which consent by the Borrower and the Note Agent shall not be unreasonably withheld, conditioned or Notes held by itdelayed (provided that no consent of Borrower or Agent shall be required if the Eligible Assignee is also a Lender or of Borrower if an Event of Default then exists); provided, however, that (i) the parties to each such assignment shall execute and deliver to Agent, for its approval and acceptance, an Assignment and Acceptance, (ii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement, (iiiii) except in unless the case Agent and, so long as no Event of an assignment to a Person thatDefault exists, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s rights and obligations under this AgreementBorrower otherwise consent, the aggregate amount of the Term Loans Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 Two Million Dollars (in $2,000,000) (provided, however, at all times the case of Eurocurrency Rate Loans) or Agent shall retain not less than Six Million Dollars ($10,000,000 (in the case of Base Rate Loans) unless otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPG, (iii) each such assignment shall be to an Eligible Assignee6,000,000), (iv) each such assignment made as a result of a demand by PPG pursuant to this Section 9.07(a) the Agent shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG after receipt of the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, and shall be either an assignment of all of the rights and obligations of receive from the assigning Lender under this Agreement or a processing fee of Three Thousand Five Hundred Dollars ($3,500), and (v) if the assignment is less than the assigning Lender's entire interest in the Loan, the assigning Lender must retain at least Two Million Dollars ($2,000,000) for any Lender other than Agent, in Agent's discretion) interest in the Loan. The Agent may designate any Eligible Assignee accepting an assignment of a specified portion of the Loan to be a Co-Agent, an "Arranger" or similar title, but such designation shall not confer on such Assignee the rights and obligations made concurrently with another such assignment or other such assignments that together cover all duties of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) 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, together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance approval and recordingacceptance, from and after upon the effective date specified in each the applicable Assignment and Acceptance, (xa) the assignee Eligible 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 hereunder and under the other Loan Documents, and Borrower hereby agrees that all of the rights and remedies of Lenders in connection with the interest so assigned shall be enforceable against Borrower by an Eligible Assignee with the same force and effect and to the same extent as the same would have been enforceable but for such assignment, and (yb) the assigning Lender assignor thereunder shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment hereunder and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)thereunder.
Appears in 1 contract
Assignments and Participations. (a) Each Lender may andsell, if demanded by PPG will (following (x) a demand by such Lender pursuant to Section 2.10 transfer, negotiate or 2.13 or (y) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion), assign to one or more Persons other Lenders or Eligible Assignees all or a portion of its rights and obligations under this Agreement (Commitment, including, without limitation, all or a portion in the case of an Issuer, its commitment to issue Letters of Credit and, in the Term case of each Lender, to participate in Letter of Credit Obligations and Swing Loans, the Loans and Letter of Credit Obligations owing to it and the Note or Notes held by it), if any, and a commensurate portion of its rights and obligations hereunder and under the other Loan Documents; providedPROVIDED, howeverHOWEVER, 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, Agreement (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Term Commitments, Letters of Credit, Letter of Credit Obligations and Loans of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the Assignor's entire interest) be less than €10,000,000 ($5,000,000 or an integral multiple of $1,000,000 in excess thereof, except, in either case, with the case consent of Eurocurrency Rate Loans) or $10,000,000 (in the case of Base Rate Loans) unless otherwise agreed by Borrower and the Administrative Agent andAgent, so long as no Default has occurred and is continuing, PPG, (iii) each such assignment assignee hereunder shall also be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG pursuant to this Section 9.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG after receipt of the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) the . The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in recording, together with a $3,500 fee payable to the RegisterAgent for processing such assignment, an Assignment and Acceptance, together with any Note the Notes (or an Affidavit of Loss and Indemnity with respect to such Notes satisfactory to the Agent), if any, subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each such Assignment and Acceptance, (xA) the assignee thereunder shall be become a party hereto and, to the extent that rights and obligations hereunder under the Loan Documents have been assigned to it such assignee pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender, and if such Lender was an Issuer, of an Issuer hereunder and thereunder, and (yB) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder under this Agreement have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to except those which survive the extent any claim thereunder relates to an event arising prior such assignmentpayment in full of the Obligations) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) Loan Documents (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreementthe Loan Documents, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments and Participations. (a) Each Lender may and, if demanded by PPG will (following (x) a demand by such Lender pursuant to the Borrower in accordance with the terms of Section 2.10 or 2.13 or (y) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders8.01(d), upon at least two 5 Business Days’ ' notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)Agent, will, assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Term Loans amount of the Loan owing to it and the any Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Term Loans Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 ($5,000,000 or an integral multiple of $1,000,000 in the case of Eurocurrency Rate Loans) or $10,000,000 (in the case of Base Rate Loans) unless otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPGexcess thereof, (iiiii) each such assignment shall be to an Eligible Assignee, (iviii) each such assignment made as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a8.01(d) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG the Borrower after receipt of the written consent of consultation with the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a8.01(d) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans amount of the Loan owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount amount, Break Funding Costs (if any), and all other amounts then due and payable to such Lender under this Agreement, (vi) 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, together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment3500, provided, howeverthat for any assignment to an Affiliate of an Initial Lender, that in the case of each assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no $1000, (vii) the Administrative Agent shall have given its consent to such recordation fee shall be payable in the case of an assignment made at the request of PPG to an Eligible Assignee that is an existing Lenderassignment, and (viiviii) any Lender mayso long as no Default or Event of Default shall have occurred and be continuing, without the approval of PPG, assign all Borrower shall have given its consent to such assignment (which consent shall not be unreasonably withheld or a portion of its rights to any of its Affiliatesdelayed). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and Table of Contents be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Diamond S Shipping Group, Inc.
Assignments and Participations. (a) Each Lender may and, if demanded by PPG will (following (x) a demand by such Lender pursuant to Section 2.10 or 2.13 or (y) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion), assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Term Loan Commitment, the Term Loans owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Term Loan Commitment and Term Loans of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 (in the case of Eurocurrency Rate Loans) or $10,000,000 (in the case of Base Rate Loans) unless otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPG, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG pursuant to this Section 9.07(a) shall (x) be an assignment of all of such XxxxxxLender’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s Term Loan Commitment, the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG after receipt of the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) 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, together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Notwithstanding anything to the contrary in this Section 9.07(a), it is understood and agreed that, solely prior to the Closing Date, (1) any assignment of any Term Loan Commitment shall be made in active consultation with the Borrower and (2) the Borrower’s consent shall be required in connection with any assignment to any person other than a commercial or investment bank the senior, unsecured long-term indebtedness for borrowed money of which is rated investment grade either by Xxxxx’x or S&P (and is not rated less than investment grade by any applicable rating agency) at the time of the consummation of such assignment.
Appears in 1 contract
Assignments and Participations. (a) Each Lender may may, upon notice to the Borrower and the Agent and with the consent, not to be unreasonably withheld, of the Agent, and, if demanded by PPG will (following (x) a demand by such Lender pursuant to Section 2.10 or 2.13 or (y) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01unless an Event of Default has occurred and is continuing, the signature of all Lenders), upon at least two Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)Borrower, assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitment, the Term Loans Advances and other amounts owing to it and the any Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Term Loans Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 CAN$10,000,000 (in the case unless an Event of Eurocurrency Rate Loans) or $10,000,000 (in the case of Base Rate Loans) unless otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPGin which case not less than CAN$5,000,000) or an integral multiple of CAN$1,000,000 in excess thereof unless the Borrower and the Agent otherwise agree, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG pursuant to this Section 9.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG after receipt of the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) 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, and the parties to such assignment (other than the Borrower and the Agent) shall deliver together with therewith any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and recordation fee of $3,500 payable by the parties to each CAN$3,500 (except no such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case for assignments to a Lender, an Affiliate of a Lender or an assignment made at the request of PPG to an Eligible Assignee that is an existing LenderApproved Fund), and (viiv) any Lender may, without the approval of PPGthe Borrower, but with notice to the Borrower, assign all or a portion of its rights and obligations to any of its AffiliatesAffiliates or to another Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.102.12, 2.13 2.15 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Credit Agreement (Sears Canada Inc.)
Assignments and Participations. (a) Each Lender Lender, with the consent of the Borrower, each Agent and each Issuing Bank, may and, in the case of a Lender if demanded by PPG will the Borrower (following (x) a demand by such Lender pursuant to Section 2.10 or 2.13 or (y2.13) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two 5 Business Days’ ' notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)Agent, will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment or Commitments, the Term Loans Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreementand in respect of the Revolving Credit Facility, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Term Loans Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €$10,000,000 or an integral multiple of $1,000,000 in excess thereof, (iii) except in the case of Eurocurrency Rate Loans) or an assignment of all of a Lender's rights and obligations under this Agreement, the remaining Commitment of the assigning Lender shall in no event be less than $10,000,000 (in the case of Base Rate Loans) unless otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPG10,000,000, (iiiiv) each such assignment shall be to an Eligible Assignee, (ivv) each such assignment made as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG the Borrower after receipt of the written consent of consultation with the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (vvi) no Lender shall be obligated to make any such assignment as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts then due and payable to such Lender under this Agreement, Agreement and (vivii) 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, together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and Second Amended and Restated Xxxxxxx Credit Agreement recordation fee of $3,500 payable by the parties to each 2,500; provided further that if such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG is to an Eligible Assignee that which is an existing a direct or indirect wholly owned Subsidiary or Affiliate of any Lender or the controlling corporation of such Lender, and (vii) any Lender may, without no consent of the approval of PPG, assign all or a portion of its rights to any of its AffiliatesBorrower shall be required for such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments and Participations. (a) Each Lender may may, with the consent of the Agent, each Issuing Bank (in the case of any assignment of the Revolving Credit Commitments) and Borrower (such consents not to be unreasonably withheld or delayed), and, if demanded by PPG will (following (x) a demand by such Lender Borrower pursuant to Section 2.10 or 2.13 or (y) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), 8.15 upon at least two five Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)Agent, shall, assign to one or more Persons all or a portion of its rights and obligations under any Facility under this Agreement (including, without limitation, all or a portion of its Commitments, the Term Loans Advances owing to it and the Note or Notes held by it); provided, however, that the consent of Borrower shall not be required for assignments (i) of Term Advances, (ii) to any Lender or one or more of such Lender’s Affiliates or Approved Funds and (iii) if a Default or Event of Default under clause (a) or (e) of Section 6.01 shall have occurred and be continuing; and provided, further, that (A) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this AgreementAgreement with respect to one or more Facilities, (iiB) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s rights and obligations under this AgreementAgreement with respect to a Facility, the amount of the Term Loans Commitment under such Facility of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignmentassignment and on an aggregate basis with respect to Related Funds (as defined below)) shall in no event be less than €10,000,000 (x) $1,000,000, with respect to a Term Advance, or (y) $5,000,000, with respect to a Revolving Credit Advance, or, in each case, an integral multiple of $1,000,000 in excess thereof unless Borrower and the case of Eurocurrency Rate Loans) or $10,000,000 (in the case of Base Rate Loans) unless Agent otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPGagree, (iiiC) each such assignment shall be to an Eligible Assignee, (ivD) each such assignment made as a result of a demand by PPG Borrower pursuant to this Section 9.07(a8.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG Borrower after receipt of consultation with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this AgreementAgreement or, in the case of any Non-Consenting Lender, all or the portion of all of the rights and obligations of such Non-Consenting Lender relating to the class of Advances for which consent is being sought, (vE) no Lender shall be obligated to make any such assignment as a result of a demand by PPG Borrower pursuant to this Section 9.07(a8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable (including amounts payable, if any, pursuant to Section 2.10(c)) to such Lender under this Agreement, (viF) the consent of the Agent and/or each Issuing Bank (as applicable) shall not be required for an assignment to any Lender or one or more of such Lender’s Affiliates or Approved Funds, (G) any term or provision hereof to the contrary notwithstanding, 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, together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignmentassignment (it being understood that only one fee shall be required to be paid by a Lender in respect of concurrent assignments to two or more Related Funds) (unless such fee shall otherwise be waived by the Agent), and (H) if the Eligible Assignee is not a Lender, it shall deliver to the Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about any of the Loan Parties and their respective related parties or their respective securities) will be made available, who will comply with Section 8.08 and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws; provided, however, that in the case of each assignment made as a result of a demand by PPGBorrower pursuant to Section 8.15, such recordation fee shall be payable by PPG Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG Borrower to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without or an Affiliate of an existing Lender or shall otherwise be waived by the approval of PPG, assign all or a portion of its rights to any of its AffiliatesAgent. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10Sections 2.11, 2.13 2.14 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 8.04 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Credit Agreement (Tribune Co)
Assignments and Participations. (a) Each Lender may may, with the consent of the Administrative Agent, and, if demanded by PPG will so long as no Event of Default has occurred and is continuing, with the consent of the Appropriate Borrower (following (x) a demand by in each case, such Lender pursuant consent not to Section 2.10 be unreasonably withheld or 2.13 or (y) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretiondelayed), assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment or Commitments, the Term Loans Advances owing to it and the Note or Notes held by it); provided, however, that no consent by either Borrower or the Administrative Agent shall be required for an assignment to any Person who is an Affiliate or a Related Fund of such Lender, and provided further that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all rights and obligations under this Agreementand in respect of one or more Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or a Related Fund of any Lender or an assignment which will result in a group of Lenders which are managed by the same Person holding a Commitment or an Advance (as the case may be) of not less than $1,000,000 or an assignment of all of a Lender’s rights and obligations under this AgreementAgreement or all of a Lender’s rights and obligations with respect to its Term Commitment, the amount of the Term Loans Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 $1,000,000 (or integral multiples of $200,000 in the case of Eurocurrency Rate Loans) or $10,000,000 (in the case of Base Rate Loans) unless otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPGexcess thereof), (iii) each such assignment shall be to an Eligible Assignee, and (iv) each such assignment made as a result of a demand by PPG pursuant to this Section 9.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG after receipt of the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) 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, together with any Note or Notes subject to such assignmentassignment and, (unless other than in the assignee is already a Lender hereunder) case of an Administrative Questionnaire for the assignee and assignment to an Affiliate of such Lender, a processing and recordation fee of $3,500 payable by the parties to each 3,500, provided that only one such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG connection with simultaneous assignments by or to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all two or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)more Related Funds.
Appears in 1 contract
Samples: Credit Agreement (Accuride Corp)
Assignments and Participations. (a) Each Lender may and, so long as no Default shall have occurred and be continuing, if demanded by PPG will the Borrower (following (x) a demand by such Lender pursuant to Section 2.10 2.09 or 2.13 or (y2.11) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two five Business Days’ ' notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)Agent, will, assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Working Capital Commitment or Commitments, the Term Loans Working Capital Advances owing to it and the Working Capital Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all rights and obligations under this Agreementand in respect of Working Capital Facility, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Term Loans Working Capital Commitments of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 ($5,000,000 or an integral multiple of $1,000,000 in the case of Eurocurrency Rate Loans) or $10,000,000 (in the case of Base Rate Loans) unless otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPGexcess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG the Borrower after receipt of the written consent of consultation with the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) no such assignments shall be permitted without the consent of the Syndication Agent until the Syndication Agent shall have notified the Lenders that syndication of the Commitments hereunder has been completed, (vii) the Administrative Agent shall have consented to such assignment, and (viii) 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, together with any Working Capital Note or Notes subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)3,500.
Appears in 1 contract
Assignments and Participations. (a) Each Lender may andmay, if demanded by PPG will (following (x) a demand by such Lender pursuant to Section 2.10 or 2.13 or (y) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)accordance with applicable law, assign to one or more Persons Lenders or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitment, the Term Loans Advances owing to it and the Note or Notes held by it); provided, however, provided that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this AgreementAgreement in respect of its Commitment and Advances (including the Letter of Credit Liabilities held by the assigning Lender pursuant to Section 2.19), (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s rights and obligations under this AgreementAgreement or an assignment to another Lender, the amount of the Term Loans Commitment or Advances of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Transfer Agreement with respect to such assignment) shall in no event be less than €10,000,000 ($5,000,000 and shall be in the case an integral multiple of Eurocurrency Rate Loans) or $10,000,000 (in the case of Base Rate Loans) unless otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPG1,000,000, (iii) each such assignment shall be to an Eligible Assignee, and (iv) each such assignment made as a result of a demand by PPG pursuant to this Section 9.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG after receipt of the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance by the Administrative Agent and recording by the Administrative Agent in the Register, an Assignment and Acceptancea Transfer Agreement, together with any Note subject Notes then held by such assigning Lender (to the extent such assignment, (unless the assignee assigning Lender is already a Lender hereunderassigning all of its rights and obligations under this Agreement) an Administrative Questionnaire for the assignee and a processing and recordation fee of $3,500 2,000 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliatesassignee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceTransfer Agreement, (x) 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 AcceptanceTransfer Agreement, have the rights and obligations of a Lender hereunder and hereunder, (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AcceptanceTransfer Agreement, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance a Transfer Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto except that the rights under Sections 2.06, 2.10, 2.13 and 8.04 of such Lender shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a party hereto), and (z) unless the Borrower consents to such assignment, no such assignee shall be entitled to receive any greater payment pursuant to Sections 2.06, 2.10 and 2.13 than the assigning Lender would have been entitled to receive with respect to the rights assigned to such assignee, except as a result of circumstances arising after, and that could not reasonably be expected at, the date of such assignment.
Appears in 1 contract
Samples: Revolving Credit Agreement (Pride International Inc)
Assignments and Participations. (a) Each Lender may and, if demanded by PPG the Borrower will (following (x) a demand by such Lender pursuant to Section 2.10 2.11 or 2.13 2.14 or (y) a failure by such Lender to sign, within three Business Days after the date originally scheduled for delivery of such signature if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two five Business Days’ ' notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)Agent, assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Term Loans principal amount of the Loan owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Term Loans Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 (in the case of Eurocurrency Rate Loans) or $10,000,000 (in the case of Base Rate Loans) unless otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPGthe Borrower, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a) shall (x) be an assignment of all of such Xxxxxx’s Lender's rights and obligations under this Agreement (including, without limitation, all of such Lender’s 's Commitment, the Term Loans principal amount of the Loan owing to it and the Note or Notes held by it) and (y) be arranged by PPG the Borrower after receipt of the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayedwithheld, and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans Loan owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) 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, together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPGthe Borrower, such recordation fee shall be payable by PPG the Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG the Borrower to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPGthe Borrower, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.102.11, 2.13 2.14 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments and Participations. (a) Each Lender may and, if demanded by PPG will the Borrower (so long as no Default shall have occurred and be continuing and following (x) a demand by such Lender pursuant to Section 2.10 2.15 or 2.13 or (ySection 2.18) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two five Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)Agent, will, assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Term Loans Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment of a Facility shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, Agreement in respect of such Facility; (ii) each such assignment need not be pro rata among the Facilities; (iii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Term Loans Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 $5,000,000 or an integral multiple of $1,000,000 in excess thereof; (in the case of Eurocurrency Rate Loans) or $10,000,000 (in the case of Base Rate Loans) unless otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPG, (iiiiv) each such assignment shall be to an Eligible Assignee, ; (ivv) each such assignment made as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG the Borrower after receipt of consultation with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, ; (vvi) no Lender shall be obligated to make any such assignment as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts accrued or payable to such Lender under this Agreement, Agreement and (vivii) 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, together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPGthe Borrower, such recordation fee shall may be payable paid by PPG the Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG the Borrower to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.102.15, 2.13 Section 2.18 and Section 9.04 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments and Participations. (a) Each Lender may andassign to any Lender or any Lender Affiliate or, with the consent of the Administrative Agent and (so long as no Default or Event of Default shall have occurred and be continuing) the Borrower (which, in each case, shall not be unreasonably withheld or delayed, and which, in the case of the Borrower, shall be deemed to have been given if demanded the Borrower fails to respond to a written request within five New York Business Days of delivery of such request, provided, however, that prior to the Effective Date each such assignment of Commitments hereunder shall take effect only upon execution by PPG will (following (x) a demand by the parties hereto and each such Lender assignee of the amendment and restatement hereof pursuant to Section 2.10 or 2.13 or (y3.01(p) a failure by such Lender to sign, if on and as of the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all LendersEffective Date), upon at least two Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)an additional bank, assign to one financial institution or more Persons other entity all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment or the Term Loans owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Term Loans Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 US $5 Million or an integral multiple of US $1 Million in excess thereof (or, during the Syndication Period, less than US $10 Million or an integral multiple of US $1 Million in the case of Eurocurrency Rate Loans) or $10,000,000 (in the case of Base Rate Loans) unless otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPG, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG pursuant to this Section 9.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by itexcess thereof) and (y) be arranged by PPG after receipt of the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (viiii) 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, together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee and a processing and recordation fee of US $3,500 payable by (other than during the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable Syndication Period or in the case of an assignment made at the request of PPG by a Lender to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all its Subsidiary or a portion of its rights to any of its AffiliatesAffiliate). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (xy) 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 hereunder and (yz) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10Sections 2.09, 2.13 2.11, 2.12 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 8.04 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Credit Agreement (Ternium S.A.)
Assignments and Participations. (a) Each Lender may andsell, if demanded by PPG will (following (x) a demand by such Lender pursuant to Section 2.10 transfer, negotiate or 2.13 or (y) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion), assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Agreement hereunder (including, without limitation, including all or a portion of its rights and obligations with respect to the Term Loans, the Revolving Loans, the Swing Loans owing to it and the Note or Notes held by itLetters of Credit); provided, however, that (i) each if any such assignment shall be of a constantthe assigning Lender’s Revolving Credit Outstandings and Revolving Credit Commitments, and not a varying, such assignment shall cover the same percentage of all rights such Lender’s Revolving Credit Outstandings and obligations under this AgreementRevolving CREDIT AGREEMENT KNOLOGY, INC. Credit Commitment, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Term Loans of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than €10,000,000 $1,000,000 or an integral multiple of $100,000 in excess thereof (treating multiple, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor as a single assignment for purposes of this clause (a)), except, in either case, (A) with the case consent of Eurocurrency Rate Loansthe Borrower and the Administrative Agent or (B) if such assignment is being made to a Lender or $10,000,000 an Affiliate or Approved Fund of such Lender, (in iii) if such Eligible Assignee is not, prior to the case date of Base Rate Loans) unless otherwise agreed by such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent and, so long as no Default has occurred and is continuing, PPG, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result in the case of a demand by PPG pursuant to this Section 9.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (includingwith respect to the Revolving Credit Facility, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG after receipt of the written consent of the Administrative Agent, Issuer (which consent consents shall not be unreasonably withheld or delayed, and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) 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, together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee and a processing and recordation fee of $3,500 payable by the parties to each such assignment, ); provided, however, that in the case of each if such assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG to an Eligible Assignee that is an existing Lender, and (vii) causes any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights Person (other than its rights under Section 2.10CSFB or an Affiliate of CSFB), 2.13 and 9.04 together with any Affiliates of such Person, to hold in excess of 50% of the principal amount of the Obligations, or such assignment is to a Person holding in excess of 50% of the principal amount of the Obligations, such assignment shall be subject to the extent prior consent of the Borrower (which consent shall not be unreasonably withheld, delayed or conditioned). Any such assignment need not be ratable as among the Term Loan Facility and the Revolving Credit Facility and if any claim thereunder relates to an event arising prior such assignment) and assignment shall be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (andby a Revolving Credit Lender, in the case of an Assignment and Acceptance covering all Issuer or the remaining portion of an assigning Swing Loan Lender’s rights and obligations under this Agreement, such Lender assignment shall cease to be a party hereto)require the prior consent of the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Knology Inc)
Assignments and Participations. (a) Each Lender may and, so long as no Default shall have occurred and be continuing, if demanded by PPG will the Loan Parties (following (x) the earlier to occur of a demand by such Lender pursuant to Section 2.10 or 2.13 2.12 or (yfollowing the incurrence of any obligation by a Loan Party thereunder) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two five Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)will, assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitment or Commitments, the Term Loans Advances (including, for the purposes of this Section 9.07(a), participations in Letters of Credit) owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all rights and obligations under this Agreementand in respect of any or all Facilities (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date), (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of a any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Term Loans of the assigning Lender Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 $1,000,000 (or such lesser amount as shall be approved by the Administrative Agent) under each Facility for which a Commitment is being assigned, (iii) each partial assignment shall be made as an assignment of a recroportionate part of all of the assigning Lender’s rights and obligations under this Agreement with respect to the Advances or the Commitment assigned, except that this clause (iii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis, (iv) except in the case of Eurocurrency Rate Loans) an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or $10,000,000 (in the case an Approved Fund of Base Rate Loans) unless otherwise agreed any Lender, such assignment shall be approved by the Administrative Agent and, so long as (A) no Event of Default has shall have occurred and is continuing, PPGbe continuing at the time of effectiveness of such assignment, (iiiB) the assignment is not for a Term Advance, (C) the assignment is not to the Federal Reserve Bank, or (C) the Administrative Agent shall not have determined that such assignment is necessary to achieve a successful syndication of the Facilities, the Borrower (in each case such approvals not to be unreasonably withheld or delayed), (v) each such assignment shall be to an Eligible Assignee, (ivvi) any assignment of a Revolving Credit Commitment must be approved by the Administrative Agent and the Issuing Bank unless the person that is proposed is itself a Revolving Credit Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee), (vii) each such assignment made as a result of a demand by PPG the Loan Parties pursuant to this Section 9.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG the Loan Parties after receipt of the written consent of consultation with the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (vviii) no Lender shall be obligated to make any such assignment as a result of a demand by PPG the Loan Parties pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower one or more Loan Parties or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (viix) no such assignments shall be permitted without the consent of the Administrative Agent until the Administrative Agent shall have notified the Lender Parties that syndication of the Commitments hereunder has been completed and (x) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and 102 recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment, assignment and (unless except in the assignee is already case of any such assignment by a Lender hereunderto an Affiliate or Approved Fund of such Lender) an Administrative Questionnaire for the assignee and a processing and recordation fee of $3,500 payable by the parties to each such assignment, 3,500; provided, however, that in the case of for each such assignment made as a result of a demand by PPGthe Loan Parties pursuant to this Section 9.07(a), such recordation fee the Loan Parties shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, pay to the extent that rights Administrative Agent the applicable processing and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)recordation fee.
Appears in 1 contract
Assignments and Participations. (a) Each Lender may and, if demanded by PPG will the Borrower (so long as no Default shall have occurred and be continuing and following (x) a demand by such Lender pursuant to Section 2.10 2.11 or 2.13 2.14 or (y) a failure notice given by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), 2.12) upon at least two five Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)Agent, will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Term Loans Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Term Loans Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 (in the case of Eurocurrency Rate Loans) or $10,000,000 (or an integral multiple of $1,000,000 in the case of Base Rate Loans) unless otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPGexcess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a8.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG the Borrower after receipt of consultation with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) 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, together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliates3,500. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments and Participations. (a) Each Lender may and, if demanded by PPG will (following (x) a demand by such Lender pursuant to Section 2.10 or 2.13 or (y) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion), assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment or Commitments, the Term Loans Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all rights and obligations under this Agreementand in respect of one or more the Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Term Loans Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 (in the case of Eurocurrency Rate Loans) or $10,000,000 (in the case of Base Rate Loans) unless otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPG5,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) each no such assignment made as a result of a demand by PPG pursuant to this Section 9.07(a) assignments shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, permitted without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG after receipt of the written prior consent of the Administrative Agent (which may be withheld for any reason) until the earlier of (A) the Administrative Agent, which consent shall not be unreasonably withheld or delayed, and shall be either an assignment of all 's having notified the Lender Parties that syndication of the rights Commitments hereunder has been completed and obligations of (B) ninety (90) days after the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this AgreementClosing Date, (v) no such assignment shall be permitted if, immediately after giving effect thereto, the Borrower would be required to make payments to or on behalf of the assignee Lender Party pursuant to Section 2.10(a) or (b) and the assignor Lender Party was not, at the time of such assignment, entitled to receive any payment pursuant to Section 2.10(a) or (b), (vi) no such assignment shall be permitted if, immediately after giving effect thereto, either (1) the Assigned Dollar Value of the Alternative Currency Revolving Credit Sub-Commitment, if any, of the assignor Lender shall be obligated to make any such assignment as a result greater than the Revolving Credit Commitment of a demand by PPG pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either (2) the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount Assigned Dollar Value of the Term Loans owing to Alternative Currency Revolving Credit Sub-Commitment, if any, of the assignee Lender shall be greater than the Revolving Credit Commitment of such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vivii) 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, together with any Note or Notes subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)3,000.
Appears in 1 contract
Assignments and Participations. (a) Each Lender may andsell, if demanded by PPG will (following (x) a demand by such Lender pursuant to Section 2.10 transfer, negotiate or 2.13 or (y) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion), assign to one or more Persons Eligible Assignees all or a portion of its rights Commitments, commitment to issue Letters of Credit, the Loans and obligations under this Agreement (including, without limitation, all or a portion Letter of the Term Loans Credit Obligations owing to it and a commensurate portion of its rights and obligations hereunder and under the Note or Notes held by it)other Loan Documents; 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 as a Lender making Revolving Credit Loans under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Term Commitment, Loans and participation in Letter of the assigning Lender Credit Obligations being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the Assignor's entire interest) be less than €10,000,000 (in the case of Eurocurrency Rate Loans) or $10,000,000 or an integral multiple of $1,000,000 in excess thereof, except, in either case, (in A) with the case consent of Base Rate Loans) unless otherwise agreed by the Company and the Administrative Agent and, so long as no Default has occurred and or (B) if such assignment is continuing, PPGbeing made to an existing Lender, (iii) each if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate of a Lender, such assignment shall be subject to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG pursuant to this Section 9.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG after receipt of the written prior consent of the Administrative Agent, Agent and the Company (which consent shall not be unreasonably withheld or delayed, withheld) and shall be either (iv) in the case of any Initial Lender unless such assignment is an assignment of all of such Initial Lender's entire interest in the rights and obligations of Loans such Initial Lender is required to retain an interest in the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated Loans equal to make any such assignment as a result of a demand by PPG pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to $15,000,000 (except as such Initial Lender's interest in the aggregate outstanding principal amount of the Term Loans owing to such Lendermay be reduced below $15,000,000 by scheduled repayments or prepayments, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) the whether mandatory or optional). The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Registerrecording, an Assignment and Acceptance, together with any Revolving Credit Note (or an Affidavit or Loss and Indemnity with respect to such Revolving Credit Note satisfactory to the Administrative Agent) subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recordingrecording and the receipt by the Administrative Agent from the assignee in respect thereof of an assignment fee in the amount of $2,500, from and after the effective date specified in each such Assignment and Acceptance, (xA) the assignee thereunder shall be become a party hereto and, to the extent that rights and obligations hereunder under the Loan Documents have been assigned to it such assignee pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender, and if such Lender was an Issuer, of such Issuer hereunder and thereunder, and (yB) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder under this Agreement have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to except those which survive the extent any claim thereunder relates to an event arising prior such assignmentpayment in full of the Obligations) and be released from its obligations under this Agreement (the Loan Documents, other than its obligations under Section 8.05 those relating to the extent any claim thereunder relates to an event arising events or circumstances occurring prior to such assignment) assignment (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreementthe Loan Documents, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments and Participations. (a) Each Lender may andsell, if demanded by PPG will (following (x) a demand by such Lender pursuant to Section 2.10 transfer, negotiate or 2.13 or (y) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion), assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Agreement hereunder (includingincluding all of its rights and obligations with respect to the Revolving Loans, without limitation, all or a portion of the Term Swing Loans owing to it and the Note or Notes held by itLetters of Credit); providedPROVIDED, howeverHOWEVER, that (i) each if any such assignment shall be of a constantthe assigning Lender's Revolving Credit Outstandings and Revolving Credit Commitments, and not a varying, such assignment shall cover the same percentage of all rights such Lender's Revolving Credit Outstandings and obligations under this AgreementRevolving Credit Commitments, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Term Loans of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the Assignor's entire interest) be less than €10,000,000 $5,000,000 or an integral multiple of $1,000,000 in excess thereof, except, in either case, (in A) with the case consent of Eurocurrency Rate Loans) or $10,000,000 (in the case of Base Rate Loans) unless otherwise agreed by Borrower and the Administrative Agent andor (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender, so long as no Default has occurred and is continuing, PPG, (iii) each if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG pursuant to this Section 9.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG after receipt of the written prior consent of the Administrative Agent, the Swing Loan Lender, each Issuer and the Borrower (which consent shall not be unreasonably withheld or delayed); and PROVIDED, and shall be either an assignment FURTHER, that, notwithstanding any other provision of all this Section 10.2, the consent of the rights and obligations Borrower shall not be required for any assignment occurring when any Event of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG pursuant to this Section 9.07(a) unless and until such Lender Default shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) 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, together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) occurred and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)continuing.
Appears in 1 contract
Assignments and Participations. (a) Each Subject to Section 9.07(i), each Lender may and, if demanded by PPG will the Guarantor or the Borrower (following (x) a demand by such Lender pursuant to Section 2.10 2.11 or 2.13 or (ySection 2.12 if no Event of Default has occurred and is continuing) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two 5 Business Days’ ' notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)Agent, will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of the Term Loans its Commitment, Advances owing to it and the any Note or Notes held by itit required to be assigned pursuant to Section 2.11 or Section 2.12) with the consent of the Agent and, so long as no Event of Default has occurred and is continuing, of the Borrower and the Guarantor (which consents shall not unreasonably be withheld); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) except in the case of an assignment to an Affiliate of such Lender or a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Term Loans Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 (5,000,000 or an integral multiple of €1,000,000 in the case of Eurocurrency Rate Loans) or $10,000,000 (in the case of Base Rate Loans) unless otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPGexcess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG the Borrower after receipt of consultation with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) 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, together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG to an Eligible Assignee that is an existing Lender€3,500, and (vii) any Lender may, without the approval of PPGthe Borrower and the Agent, assign all or a portion of its rights to any of its AffiliatesAffiliates or to a Person that, immediately prior to such assignment, was a Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10Sections 2.11, 2.13 2.14 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Notwithstanding the foregoing, (x) the Agent shall not be obligated to consent to an assignment hereunder until it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assignment to such assignee Lender and (y) an assignment will only be effective after performance by the Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to an assignee Lender, the completion of which the Agent shall promptly notify to the assigning Lender and the assignee Lender.
Appears in 1 contract
Assignments and Participations. (a) Each Lender may may, upon ten days’ notice to the Agent and with the prior consent of the Company (which consent shall not be unreasonably withheld or delayed) and, if demanded by PPG will (following (x) a demand by such Lender the Company pursuant to Section 2.10 2.05 (b) or 2.13 or (y) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders2.06(b), upon at least two 20 Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)Agent, will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Term Loans Revolving Credit Advances owing to it and the Revolving Credit Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an Affiliate affiliate of a Lender Lender, or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Term Loans Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall in no event be less than €10,000,000 (in the case of Eurocurrency Rate Loans) or $10,000,000 (in the case of Base Rate Loans) unless otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPG10,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG the Company pursuant to this Section 9.07(a8.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG the Company after receipt of consultation with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG the Company pursuant to this Section 9.07(a8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower Company or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the RegisterRegister (as defined in clause (d) below), an Assignment and AcceptanceAssumption, together with any Revolving Credit Note requested pursuant to Section 2.13(e) subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG to an Eligible Assignee that is an existing Lender3,500, and (vii) any Lender maythe Eligible Assignee shall complete, without execute and deliver to the approval of PPG, assign all or a portion of its rights Borrowers and Agent the appropriate tax form pursuant to any of its AffiliatesSection 2.14. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceAssumption and upon compliance with clause (vii) of the previous sentence, (x) 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 AcceptanceAssumption, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AcceptanceAssumption, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto); provided that an assigning Lender’s rights to indemnification and reimbursement pursuant to Section 8.04 and its rights and obligations under Sections 2.11 and 2.14 shall survive assignment hereunder. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose vehicle (an “SPV”) of such Granting Lender, identified as such in writing from time to time by the Granting Lender to the Agent and the Company, the option to provide to the Borrowers all or any part of any Advance that such Granting Lender would otherwise be obligated to make to the Borrowers pursuant to Section 2.01, provided that (i) nothing herein shall constitute a commitment by any SPV to make any Advance, (ii) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Advance, the Granting Lender shall be obligated to make such Advance pursuant to the terms hereof and (iii) the Borrowers may bring any proceeding against either the Granting Lender or the SPV in order to enforce any rights of the Borrowers hereunder. The making of an Advance by an SPV hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance were made by the Granting Lender. Each party hereto hereby agrees that no SPV shall be liable for any payment under this Agreement for which a Lender would otherwise be liable, for so long as, and to the extent, the related Granting Lender makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereof arising out of any claim against such SPV under this Agreement. In addition, notwithstanding anything to the contrary contained in this Section, any SPV may with notice to, but without the prior written consent of, the Company or the Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Advances to its Granting Lender or to any financial institutions (consented to by the Company and the Agent) providing liquidity and/or credit support (if any) with respect to commercial paper issued by such SPV to fund such Advances and such SPV may disclose, on a confidential basis, confidential information with respect to the Company and its Subsidiaries to any rating agency,commercial paper dealer or provider of a surety, guarantee or credit liquidity enhancement to such SPV. This paragraph may not be amended without the consent of any SPV at the time holding Advances under this Agreement.
Appears in 1 contract
Assignments and Participations. (a) Each Lender may may, with the consent of the Agent (except as provided in clause (g) below) and, so long as no Default has occurred and is continuing, the Borrower (such consent, in the case of the Agent or the Borrower, not to be unreasonably withheld) and, so long as no Default has occurred and is continuing, if demanded by PPG will the Borrower (1) pursuant to Section 9.01(b), (2) following a request for a payment to or on behalf of such Lender under Section 2.11 or Section 2.14, (x3) following a demand Withholding Tax Change affecting payments to such Lender or (4) following a notice given by such Lender pursuant to Section 2.10 or 2.13 or (y) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders)2.12, upon at least two ten Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)Agent, will, assign to one or more Persons all or a portion of its rights and obligations under any Facility under this Agreement (including, without limitation, all or a portion of its Commitments, the Term Loans Advances owing to it and the Note or Notes held by it); provided, howeverthat the Borrower may make demand with respect to a Lender that has given notice pursuant to Section 2.12 only if the Borrower makes such demand of all Lenders similarly situated that have given such notice; provided, further, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this AgreementAgreement with respect to such Facility, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Term Loans Commitment under such Facility of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 (in the case of Eurocurrency Rate Loans) or $10,000,000 (or an integral multiple of $1,000,000 in the case of Base Rate Loans) unless otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPGexcess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG pursuant to this Section 9.07(a) the Borrower shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG the Borrower after receipt of consultation with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG pursuant to this Section 9.07(a) the Borrower unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, Agreement and (vi) 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, together with any Note Notes subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and recordation fee of $3,500 payable (which shall be paid by Persons other than the parties to each Borrower unless such assignment, provided, however, that in the case of each assignment is made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its AffiliatesBorrower). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights of indemnification under Section 2.10, 2.13 and 9.04 or otherwise relating to a time prior to the extent any claim thereunder relates to an event arising prior effective date of such assignment) Assignment and Acceptance and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Credit Agreement (Telecomunicaciones De Puerto Rico Inc)
Assignments and Participations. (a) Each Lender may and, if demanded by PPG will the Borrower (following (x) a demand by such Lender pursuant to Section 2.10 2.11 or 2.13 2.14 or (y) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, suspension of Eurodollar Rate Advances pursuant to Section 9.01, the signature 2.12 and only if no Event of all Lenders), Default has occurred and is continuing) upon at least two five Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)Agent, will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Revolving Credit Commitment, its undrawn Letter of Credit Commitment, the Term Loans Advances owing to it it, its participations in Letters of Credit and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreementand in respect of one or more of the Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of (x) the Term Loans Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (y) the undrawn Letter of Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the applicable Assignment and Acceptance) shall in no event be less than $1,000,000, unless, in each case, the case of Eurocurrency Rate Loans) or $10,000,000 (in Borrower and the case of Base Rate Loans) unless Agent otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPGagree, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a8.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG the Borrower after receipt of consultation with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) 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, together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its AffiliatesBorrower. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10Sections 2.11, 2.13 2.14 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 8.04 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
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Assignments and Participations. (a) Each Lender may and, if demanded by PPG will (following (x) a demand by such Lender pursuant to Section 2.10 2.11 or 2.13 2.14 or (y) a failure by such Lender to sign, within three Business Days after the date originally scheduled for delivery of such signature if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Revolving Credit Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two five Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)Agent, assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Term Loans Revolving Credit Advances owing to it and the Revolving Credit Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this AgreementAgreement (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and Competitive Bid Notes), (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Term Loans Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 (in the case of Eurocurrency Rate Loans) or $10,000,000 (in the case of Base Rate Loans) unless otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPG10,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG pursuant to this Section 9.07(a) shall (x) be an assignment of all of such XxxxxxLender’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s Commitment, the Term Loans Revolving Credit Advances owing to it and the Revolving Credit Note or Notes held by it) and (y) be arranged by PPG after receipt of the written consent of the Administrative AgentAgent (and if a Commitment is being assigned, the Issuing Lender and the Swing Line Bank), which consent shall not be unreasonably withheld or delayedwithheld, and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower Borrowers or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans Advances owing to such LenderLender (other than Competitive Bid Advances), together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) 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, together with any Revolving Credit Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.102.11, 2.13 2.14 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments and Participations. (a) Each Lender may and, if demanded by PPG will (following (x) a demand by such Lender pursuant to Section 2.10 or 2.13 or (y) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion), assign to one or more Persons banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Term Loans owing to it and the Note or Notes held by it); provided, however, that that: (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Term Commitments and/or Loans of the assigning Lender being assigned pursuant to each such assignment other than an assignment to another Lender (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 (in the case of Eurocurrency Rate Loans) or $10,000,000 (and shall be an integral multiple of $1,000,000 in the case of Base Rate Loans) unless otherwise agreed by the Administrative Agent andexcess thereof, so long as no Default has occurred and is continuing, PPG, TERM LOAN AGREEMENT FMC CORPORATION 74 WEIL:\98220939\8\35899.0612 (iii) each such assignment shall be to an Eligible Assignee, and (iv) each unless such assignment made as shall be to a result of a demand by PPG pursuant to this Section 9.07(a) shall (x) be Lender, an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all Affiliate of such Lender’s , a Subsidiary of the Term Loans owing assigning Lender, or to it the bank holding company or a Subsidiary of the bank holding company of which the assigning Lender is a Subsidiary) the Borrower and the Note or Notes held by it) and Administrative Agent shall have consented to such assignment (y) be arranged by PPG after receipt of the written consent of the Administrative Agent, which consent consents shall not be unreasonably withheld or delayed); provided that no consent of the Borrower shall be required if an Event of Default under Section 7.01(a) or (e) has occurred and is continuing; provided further, that the consent of the Borrower shall be deemed to have been received with respect to any such proposed assignment unless the Borrower has notified the Administrative Agent in writing of its objection thereto within 10 Business Days of the Borrower’s receipt of written notice thereof, and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (viiv) 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, together with any Note or Notes subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and recordation fee of $3,500 payable paid by either the parties assigning Lender or the assignee; provided that the Administrative Agent may, in its sole discretion, elect to each waive such assignment, provided, however, that recordation fee in the case of each assignment made as a result of a demand by PPG, any such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliatesassignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shallshall relinquish its rights and be released from its obligations under this Agreement, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 . Notwithstanding anything to the extent contrary contained herein except for the conditions set for in clause (iv) of this Section 9.07(a), any claim thereunder relates Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (a “SPC”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of a Loan that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Loan and (ii) if an event arising prior SPC elects not to exercise such assignment) option or otherwise fails to provide all or any part of such Advance, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be released from its obligations liable for any indemnity or similar payment obligation under this Agreement (other than its obligations under Section 8.05 all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the extent date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any claim thereunder relates SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to an event arising the contrary contained in this Section 9.07 except for the conditions set forth in clause (iii) of this Section 9.07(a), any SPC may (i) with notice to, but without the prior to such assignment) (andwritten consent of, in the case of an Assignment Borrower and Acceptance covering the Administrative Agent and without paying any processing fee therefor, assign all or the remaining a portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease its interests in any Loans to be a party hereto).the
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Assignments and Participations. (a) Each Lender may may, upon notice to the Borrowers and the Agent and with the consent, not to be unreasonably withheld or delayed, of the Agent, and, if demanded unless an Event of Default has occurred and is continuing, the Borrowers (which consent shall be deemed given by PPG will (following (x) a demand by such Lender pursuant to Section 2.10 or 2.13 or (y) a failure by such Lender to sign, the Borrowers if the Required Lenders Borrowers have delivered not responded to a request for such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two within ten (10) Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion), assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of the Term Loans and other amounts owing to it and the any Note or Notes held by it); provided, however, that (i) reserved; (ii) reserved, (iii) each such assignment with respect to any Class of rights and obligations shall be of a constant, and not a varying, percentage of all rights and obligations under this AgreementAgreement with respect to such Class, (iiiv) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of all of a Lender’’s rights and obligations under this Agreement, the amount of the Term Loans Loan of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 $5,000,000 or an integral multiple of $1,000,000 in excess thereof (in or, if less, the case entire outstanding amount of Eurocurrency Rate Loans) or $10,000,000 (in the case of Base Rate LoansLoan held by such Lender) unless the Borrowers and the Agent otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPGagree, (iiiv) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG pursuant to this Section 9.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG after receipt of the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) 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, and the parties to such assignment (other than the Borrowers and the Agent) shall deliver together with therewith any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and recordation fee of $3,500 payable by the parties to each (except no such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case for assignments to a Lender, an Affiliate of a Lender or an assignment made at the request of PPG to an Eligible Assignee that is an existing LenderApproved Fund), and (vii) any Lender may, without the approval of PPGthe Borrowers, but with notice to the Borrowers, assign all or a portion of its rights and obligations to any of its AffiliatesAffiliates or to another Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.102.12, 2.13 2.15 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments and Participations. (a) Each Lender may andmay, and so long as no Default or Event of Default shall have occurred and be continuing, if demanded by PPG will RenRe (following (x) a demand by such Lender pursuant to Section 2.10 or 2.13 or (y2.12) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two five (5) Business Days’ Days notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)Agent, will, assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, including without limitation, limitation all or a portion of its L/C Commitment, its L/C Participation Interest and the Term Loans Letter of Credit Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all rights and obligations under this Agreementof such Lender hereunder, except for any non-pro rata assignment made by any Affected Lender pursuant to Section 2.14 (and any subsequent non-pro rata assignment of the interest so assigned by the Affected Lender) and any other non-pro rata assignment approved by the Administrative Agent and RenRe, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an Affiliate of a any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Term Loans of the assigning Lender L/C Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 (in $5,000,000 unless it is an assignment of the case entire amount of Eurocurrency Rate Loans) or $10,000,000 (in the case of Base Rate Loans) unless otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPGsuch assignor’s L/C Commitment, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG RenRe pursuant to this Section 9.07(a) 2.12 shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG RenRe after receipt of the written consent of consultation with the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG RenRe pursuant to this Section 9.07(a) 2.12 unless and until such Lender shall have received one or more payments from either the Borrower applicable Account Party or one or more other Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans owing to Letter of Credit Advances made by such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) as a result of such assignment, no Account Party shall be subject to additional amounts under Section 2.6(a) or Section 2.8 and (vii) 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, together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee and a processing and recordation fee of $3,500 payable 3,500.00. In connection with each assignment permitted hereunder, RenRe agrees to cause to be provided to the assignee, upon request, the opinions described in Section 3.1(i)(F) (whether by the parties to each such assignment, provided, however, that a reliance provision in the case of each assignment made as original opinion or by a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all reliance letter or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, new opinion delivered 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party heretoassignee).
Appears in 1 contract
Samples: Reimbursement Agreement (Renaissancere Holdings LTD)
Assignments and Participations. (aa)(a) Each Lender may may, upon notice to the Borrowers and the Agent and with the consent, not to be unreasonably withheld or delayed, of the Agent, and, if demanded unless an Event of Default has occurred and is continuing, the Borrowers (which consent shall be deemed given by PPG will (following (x) a demand by such Lender pursuant to Section 2.10 or 2.13 or (y) a failure by such Lender to sign, the Borrowers if the Required Lenders Borrowers have delivered not responded to a request for such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two within ten (10) Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion), assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of the Term Loans and other amounts owing to it and the any Note or Notes held by it); provided, however, that (i) reservedno consent by the Agent or the Borrowers under this paragraph (a) shall be required for the assignment of an Alternative Tranche Line of Credit Loan; (ii) reserved, (iii) each such assignment with respect to any Class of rights and obligations shall be of a constant, and not a varying, percentage of all rights and obligations under this AgreementAgreement with respect to such Class, (iiiv) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Term Loans Loan of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 $5,000,000 or an integral multiple of $1,000,000 in excess thereof (or, if lessprovided that (A) Alternative Tranche Line of Credit Loans may be assigned in amounts not less than $1,000,000 and an integral multiple of $500,000 in excess thereof, and (B) in any event, the case entire outstanding amount of Eurocurrency Rate Loans) or $10,000,000 (in the case of Base Rate Loansthea Loan held by such Lender may always be assigned without being subject to any minimum size requirements) unless the Borrowers and the Agent otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPGagree, (iiiv) each such assignment (other than an assignment of Alternative Tranche Line of Credit Loans) shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG pursuant to this Section 9.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG after receipt of the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) 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, and the parties to such assignment (other than the Borrowers and the Agent) shall deliver together with therewith any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and recordation fee of $3,500 payable by the parties to each (except no such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case for assignments to a Lender, an Affiliate of a Lender or an assignment made at the request of PPG to an Eligible Assignee that is an existing LenderApproved Fund), and (vii) any Lender may, without the approval of PPGthe Borrowers, but with notice to the Borrowers, assign all or a portion of its rights and obligations to any of its AffiliatesAffiliates or to another Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.102.12, 2.13 2.15 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments and Participations. (a) Each Lender may may, with the consent of the Agent, each Issuing Bank (in the case of any assignment of the Revolving Credit Commitments) and the Borrower (such consents not to be unreasonably withheld or delayed), and, if demanded by PPG will (following (x) a demand by such Lender the Borrower pursuant to Section 2.10 or 2.13 or (y) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), 8.15 upon at least two five Business Days’ ' notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)Agent, shall assign to one or more Persons all or a portion of its rights and obligations under any Facility under this Agreement (including, without limitation, all or a portion of its Commitments, the Term Loans Advances owing to it and the Note or Notes held by it); provided, however, that the consent of the Borrower shall not be required for assignments (i) of Term Advances, (ii) to any Lender or one or more of such Lender's affiliates and (iii) if a Default or Event of Default under clause (d) or (e) of Section 6.01 shall have occurred and be continuing; and provided, further, that (A) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this AgreementAgreement with respect to one or more Facilities, (iiB) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s 's rights and obligations under this AgreementAgreement with respect to a Facility, the amount of the Term Loans Commitment under such Facility of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 (x) $5,000,000, with respect to a Term Advance, or (y) $10,000,000, with respect to a Revolving Credit Advance, or, in each case, an integral multiple of $1,000,000 in excess thereof unless the case of Eurocurrency Rate Loans) or $10,000,000 (in Borrower and the case of Base Rate Loans) unless Agent otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPGagree, (iiiC) each such assignment shall be to an Eligible Assignee, (ivD) each such assignment made as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a8.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG the Borrower after receipt of consultation with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (vE) no Lender shall be obligated to make any such assignment as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (viF) 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, together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignmentassignment (unless such fee shall otherwise be waived by the Agent), provided, however, that in the case of each assignment made as a result of a demand by PPGthe Borrower pursuant to Section 8.05, such recordation fee shall be payable by PPG the Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG the Borrower to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without or an Affiliate of an existing Lender or shall otherwise be waived by the approval of PPG, assign all or a portion of its rights to any of its AffiliatesAgent. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10Sections 2.11, 2.13 2.14 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 8.04 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Credit Agreement (Tribune Co)
Assignments and Participations. (a) Each Lender may and, if demanded by PPG will (following (x) a demand by such Lender pursuant to Section 2.10 or 2.13 or (y) a failure by such Lender to sign, if with the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two Business Days’ notice to such Lender and the Administrative Agent each Issuing Bank (which notice period may consent shall not be reduced by the Administrative Agent in its sole discretion), unreasonably withheld or delayed) assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Revolving Credit Commitment, its Swing Line Commitment, its Term Loan Commitment, its Unissued Letter of Credit Commitment, the Term Loans Advances owing to it it, its participations in Letters of Credit and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of (x) the Revolving Credit Commitment or Term Loans Loan Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 (in the case of Eurocurrency Rate Loans) or $10,000,000 or an integral multiple of $1,000,000 in excess thereof and (y) the Swing Line Commitment or Letter of Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, in each case, unless the case of Base Rate Loans) unless Company and the Agent otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPGagree, (iii) each such assignment shall be to an Eligible Assignee, ; and (iv) each such assignment made as a result of a demand by PPG pursuant to this Section 9.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG after receipt of the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) 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, together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPGthe Company, such recordation fee shall be payable by PPG the Company except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG the Company to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto with respect to the interest assigned 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 hereunder hereunder, in addition to any rights and obligations theretofore held by it as a Lender, and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10Sections 2.11, 2.13 2.14 and 9.04 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Credit Agreement (Jabil Circuit Inc)
Assignments and Participations. (a) Each Lender may with the consent of each Issuing Bank (which consent shall not be unreasonably withheld or delayed and will not be required for any assignment of a Term Loan or Term Commitment) and, if demanded by PPG will the Company (following so long as no Default shall have occurred and be continuing and only with respect to any Affected Lender (xas defined below)) a demand by such Lender pursuant to Section 2.10 or 2.13 or (y) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two five Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)Agent, will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment or Commitments, the Term Loans Advances owing to it it, its participations in Letters of Credit, if any, and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this AgreementAgreement with respect to one or more Facilities, (ii) except in the case of an assignment to a Person thatLender, immediately prior to such assignment, was an Affiliate of a Lender or an Approved Fund with respect to a Lender, or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of (x) the Term Loans Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 $5,000,000 or an integral multiple of $1,000,000 in excess thereof, (y) the Unissued Letter of Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (z) the case Term B-1 Advances, Term B-2 Advances, Term B-1 Commitment or Term B-2 Commitment, and the Additional Term Advances or Additional Term Commitment, of Eurocurrency Rate Loansthe assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $1,000,000 or an integral multiple of $10,000,000 (1,000,000 in excess thereof, in each case, unless the case of Base Rate Loans) unless Company and the Agent otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPG, agree (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG the Company pursuant to this Section 9.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG the Company after receipt of consultation with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG the Company pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower Borrowers or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) 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, together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).any
Appears in 1 contract
Samples: Credit Agreement (Eastman Kodak Co)
Assignments and Participations. (a) Each Lender may and, if demanded by PPG will (following (x) a demand by such Lender the Borrower pursuant to Section 2.10 or 2.13 or (y) a failure by such Lender to sign2.17, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion), will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Term Loans Advances owing to it and the Note or Notes Notes, if any, held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, and each such assignment shall be of the same ratable amount of the Tranche A Revolving Credit Advances, Tranche B Revolving Credit Advances, Tranche A Revolving Credit Commitment and Tranche B Revolving Credit Commitment of the assigning Lender to the same assignee, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Term Loans Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 (in the case of Eurocurrency Rate Loans) or $10,000,000 (or an integral multiple of $1,000,000 in the case of Base Rate Loans) unless otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPGexcess thereof, (iii) each such assignment shall be to an Eligible Assignee, and (iv) each such assignment made as a result of a demand by PPG pursuant to this Section 9.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG after receipt of the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) the parties to each such assignment shall execute and deliver to the Borrower for its approval (unless an Event of Default shall have occurred and be continuing), such approval not to be unreasonably withheld or delayed, and to the Administrative Agent, Agent for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note Note, if any, subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)3,000.
Appears in 1 contract
Assignments and Participations. (a) Each Lender may with the consent of each Issuing Bank (which consent shall not be unreasonably withheld or delayed) and, if demanded by PPG will the Company (so long as no Event of Default shall have occurred and be continuing and following (x) a demand by such Lender pursuant to Section 2.10 2.11 or 2.13 2.14 or (y) a failure by upon such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), becoming a Defaulting Lender) upon at least two five Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)Agent, will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Revolving Credit Commitment, its Unissued Letter of Credit Commitment, the Term Loans Advances owing to it it, its participations in Letters of Credit and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of (x) the Term Loans Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 (in the case of Eurocurrency Rate Loans) or $10,000,000 or an integral multiple of $1,000,000 in excess thereof and (y) the Unissued Letter of Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, in each case, unless the case of Base Rate Loans) unless Company and the Agent otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPG, agree (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG the Company pursuant to this Section 9.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG the Company after receipt of consultation with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG the Company pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower Borrowers or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) 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, together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPGthe Company, such recordation fee shall be payable by PPG the Company except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG the Company to an Eligible Assignee that is an existing Lender and provided further that no such assignment shall be made to a Defaulting Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10Sections 2.11, 2.13 2.14 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations (other than its obligations under Section 8.04 to the extent any claim thereunder relates to an event arising prior to such assignment) under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Credit Agreement (Corning Inc /Ny)
Assignments and Participations. (a) Each Lender may may, with the consent of the Agent (not to be unreasonably withheld or delayed) in the case of an assignment to a Person who is not an Affiliate of such Lender and, if demanded by PPG will (following (x) a demand by such Lender pursuant the Company so long as no Default shall have occurred and be continuing and only with respect to Section 2.10 or 2.13 or (y) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders)Affected Lender, upon at least two five Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)Agent, shall, assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment or Commitments of a Class, the Term Loans of a Class owing to it it, its participations in Letters of Credit, if any, and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this AgreementAgreement with respect to one or more Facilities, (ii) except in the case of an assignment to a Person thatLender, immediately prior to such assignment, was an Affiliate of a Lender or an Approved Fund with respect to a Lender, or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of (x) the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, (y) the Unissued Letter of Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof and (z) the Term Commitment or the Term Loans of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 ($5,000,000 or an integral multiple of $1,000,000 in excess thereof, in each case, unless the case of Eurocurrency Rate Loans) or $10,000,000 (in Company and the case of Base Rate Loans) unless Agent otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPGagrees, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG the Company pursuant to this Section 9.07(a8.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG the Company after receipt of consultation with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG the Company pursuant to this Section 9.07(a8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower Borrowers or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) unless waived by the Agent in its sole discretion, 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 AcceptanceAcceptance (and the assignee, if it is not a Lender, shall deliver to the Agent an Administrative Questionnaire), together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment, ; provided, however, that (x) only one such fee shall be payable in connection with simultaneous assignments to or by two or more Approved Funds with respect to a Lender and (y) in the case of each assignment made as a result of a demand by PPGthe Company, such recordation fee shall be payable by PPG the Company except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG the Company to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10Sections 2.11, 2.13 2.14 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations (other than its obligations under Section 8.04 to the extent any claim thereunder relates to an event arising prior to such assignment) under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Intellectual Property Security Agreement (Eastman Kodak Co)
Assignments and Participations. (a) Each Lender may and, if demanded by PPG will the Borrower (following (x) a demand by such Lender pursuant to Section 2.10 2.11 or 2.13 or (y2.14) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two five Business Days’ ' notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)Agent, will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Term Loans Revolving Credit Advances owing to it and the Revolving Credit Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this AgreementAgreement (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and Competitive Bid Notes), (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Term Loans Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 (in the case of Eurocurrency Rate Loans) or $10,000,000 (or an integral multiple of $1,000,000 in the case of Base Rate Loans) unless otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPGexcess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a8.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG the Borrower after receipt of consultation with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) 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, together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).amounts
Appears in 1 contract
Assignments and Participations. (a) Each Lender may andmay, and if demanded by PPG will the Borrower (following (x) a demand by such Lender pursuant to Section 2.10 2.07, 2.11, 3.08, 4.02 or 2.13 or (y) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders)4.06 hereof, upon at least two Business Days’ 10 days' notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)Agent) will, assign to one or more Persons banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion portion, respectively, of its Commitment, the Term Loans Advances owing to it it, its Issuing Commitment and the Note or Notes held by itparticipations in Letter of Credit Liability and Swing Line Advances); provided, however, that (i) each such respective assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this AgreementAgreement in respect of the assigning Lender's Commitment, Advances, its Issuing Commitment and participations in Letter of Credit Liability and Swing Line Advances, that is constant and not varying over time, (ii) except in the case respective amounts of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s the rights and obligations under this Agreement, the amount of the Term Loans Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such partial assignment) shall in no event be less than €10,000,000 $5,000,000 (or an integral multiple of $1,000,000 in the case of Eurocurrency Rate Loans) or $10,000,000 (in the case of Base Rate Loans) unless otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPGexcess thereof), (iii) except during the continuance of a Default, each such assignment shall be to an Eligible AssigneeAssignee consented to by the Borrower (following reasonable advance written notice to the Borrower, which consent shall not be unreasonably withheld); provided, that, the Borrower's consent need not be obtained if such assignment is made to another Lender or to an Affiliate of the assigning Lender, provided that any Lender so assigning to any of its Affiliates shall give prompt notice thereof to the Borrower and the Agent, (iv) each such assignment made as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a10.07(a) shall be arranged by the Borrower (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (at its expense, including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG after receipt payment of the written consent of processing and recordation fee referred to in subclause (vi) hereof) after consultation with the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that which together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a10.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) each such assignment shall be consented to by each Issuing Bank and the Agent (which consent of the Agent shall not be unreasonably withheld) and (vii) 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, together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee and a processing and recordation fee of $3,500 payable by the parties to each such assignment, 3,500; provided, howeverthat, that in the case of each assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case of connection with an assignment made at the request of PPG by an assigning Lender to an Eligible Assignee that is an existing Affiliate of such assigning Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Security Agreement (Gap Inc)
Assignments and Participations. (a) Each Lender may may, with the consent of the Agent (not to be unreasonably withheld or delayed) in the case of an assignment to a Person who is not an Affiliate of such Lender and, if demanded by PPG will (following (x) a demand by such Lender pursuant the Borrower so long as no Default shall have occurred and be continuing and only with respect to Section 2.10 or 2.13 or (y) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders)Affected Lender, upon at least two five Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)Agent, shall, assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of the Term Loans owing to it its Commitment its participations in Letters of Credit, if any, and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this AgreementAgreement with respect to one or more Facilities, (ii) except in the case of an assignment to a Person thatLender, immediately prior to such assignment, was an Affiliate of a Lender or an Approved Fund with respect to a Lender, or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of (x) the Term Loans Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (y) the Unissued Letter of Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof, in each case, unless the case of Eurocurrency Rate Loans) or $10,000,000 (in Borrower and the case of Base Rate Loans) unless Agent otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPGagrees, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a9.08(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG the Borrower after receipt of consultation with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a9.08(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) unless waived by the Agent in its sole discretion, 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 AcceptanceAcceptance (and the assignee, if it is not a Lender, shall deliver to the Agent an Administrative Questionnaire), together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment, ; provided, however, that (x) only one such fee shall be payable in connection with simultaneous assignments to or by two or more Approved Funds with respect to a Lender and (y) in the case of each assignment made as a result of a demand by PPGthe Borrower, such recordation fee shall be payable by PPG the Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG the Borrower to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10Sections 2.11, 2.13 2.14 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations (other than its obligations under Section 9.06 to the extent any claim thereunder relates to an event arising prior to such assignment) under this Table of Contents Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments and Participations. (a) Each Lender may andshall have the right to assign, if demanded by PPG will (following (x) a demand by such Lender pursuant to Section 2.10 transfer, sell, negotiate, pledge or 2.13 or (y) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to otherwise hypothecate this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion), assign to one or more Persons all or a portion any of its rights and obligations security hereunder and under this Agreement (including, without limitation, all or a portion the other Loan Documents to any other Eligible Assignee with the prior written consent of the Term Loans owing to it Agent and with the prior written consent of Borrower, which consent by the Borrower and the Note Agent shall not be unreasonably withheld, conditioned or Notes held by itdelayed (provided that no consent of Borrower or Agent shall be required if the Eligible Assignee is also a Lender or of Borrower if an Event of Default then exists); provided, however, that (i) the parties to each such assignment shall execute and deliver to Agent, for its approval and acceptance, an Assignment and Acceptance, (ii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement, (iiiii) except in unless the case Agent and, so long as no Event of an assignment to a Person thatDefault exists, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s rights and obligations under this AgreementBorrower otherwise consent, the aggregate amount of the Term Loans Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 Two Million Dollars (in $2,000,000) (provided, however, at all times the case of Eurocurrency Rate Loans) or Agent shall retain not less than Six Million Dollars ($10,000,000 (in the case of Base Rate Loans) unless otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPG, (iii) each such assignment shall be to an Eligible Assignee6,000,000), (iv) each such assignment made as a result of a demand by PPG pursuant to this Section 9.07(a) the Agent shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG after receipt of the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, and shall be either an assignment of all of the rights and obligations of receive from the assigning Lender under this Agreement or a processing fee of Three Thousand Five Hundred Dollars ($3,500), and (v) if the assignment is less than the assigning Lender's entire interest in the Loan, the assigning Lender must retain at least Two Million Dollars ($2,000,000) for any Lender other than Agent, in Agent's discretion) interest in the Loan.. The Agent may designate any Eligible Assignee accepting an assignment of a specified portion of the Loan to be a Co-Agent, an "Arranger" or similar title, but such designation shall not confer on such Assignee the rights and obligations made concurrently with another such assignment or other such assignments that together cover all duties of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) 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, together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance approval and recordingacceptance, from and after upon the effective date specified in each the applicable Assignment and Acceptance, (xa) the assignee Eligible 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 hereunder and under the other Loan Documents, and Borrower hereby agrees that all of the rights and remedies of Lenders in connection with the interest so assigned shall be enforceable against Borrower by an Eligible Assignee with the same force and effect and to the same extent as the same would have been enforceable but for such assignment, and (yb) the assigning Lender assignor thereunder shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment hereunder and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)thereunder.
Appears in 1 contract
Assignments and Participations. (a) Each Lender may and, if demanded by PPG will (following (x) a demand by such Lender pursuant to Section 2.10 or 2.13 or (y) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion), assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of the Term Loans owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all rights and obligations under this Agreementand in respect of the Term Loans, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of a any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate principal amount of the Term Loans of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 $1,000,000 (in the case of Eurocurrency Rate Loans) or $10,000,000 (in the case of Base Rate Loans) unless otherwise agreed such lesser amount as shall be approved by the Administrative Agent and, so long as no Default has shall have occurred and is continuingbe continuing at the time of effectiveness of such assignment, PPGthe Borrower), (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a2.10(e) or Section 9.15(b) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG the Borrower after receipt of the written consent of consultation with the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a2.10(e) or Section 9.15(b) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans owing to such Lender, together with accrued interest thereon on the Interest Bearing Component of the Term Loans to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, Agreement and (vi) 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, together with any Note or Notes (if any) subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Credit Agreement (Trump Entertainment Resorts, Inc.)
Assignments and Participations. (a) Each Lender may may, with the consent of each Issuing Bank (which consent shall not be unreasonably withheld or delayed), and, if demanded by PPG will (following (x) a demand by such Lender pursuant the Company so long as no Default shall have occurred and be continuing and only with respect to Section 2.10 or 2.13 or (y) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders)Affected Lender, upon at least two five Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)Agent, will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment or Commitments, the Term Loans Advances owing to it it, its participations in Letters of Credit, if any, and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this AgreementAgreement with respect to one or more Facilities, (ii) except in the case of an assignment to a Person thatLender, immediately prior to such assignment, was an Affiliate of a Lender or an Approved Fund with respect to a Lender, or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of (x) the Term Loans Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (y) the Unissued Letter of Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, of the case assigning Lender being assigned pursuant to each such assignment (determined as of Eurocurrency Rate Loansthe date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $1,000,000 or an integral multiple of $10,000,000 (1,000,000 in excess thereof, in each case, unless the case of Base Rate Loans) unless Company and the Agent otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPG, agree (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG the Company pursuant to this Section 9.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG the Company after receipt of consultation with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG the Company pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower Borrowers or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) 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, together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment, ; provided, however, that (x) only one such fee shall be payable in connection with simultaneous assignments to or by two or more Approved Funds with respect to a Lender and (y) in the case of each assignment made as a result of a demand by PPGthe Company, such recordation fee shall be payable by PPG the Company except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG the Company to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10Sections 2.11, 2.13 2.14 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations (other than its obligations under Section 9.05 to the extent any claim thereunder relates to an event arising prior to such assignment) under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments and Participations. (a) Each Lender may and, if demanded by PPG will (following (x) a demand by such Lender pursuant to Section 2.10 or 2.13 or (y) a failure by such Lender to sign, within three Business Days after the date originally scheduled for delivery of such 38 signature if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two five Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)Agent, assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Term Loans Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Term Loans Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 (in the case of Eurocurrency Rate Loans) or $10,000,000 (in the case of Base Rate Loans) unless otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPG, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG pursuant to this Section 9.07(a) shall (x) be an assignment of all of such XxxxxxLender’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s Commitment, the Term Loans Advances owing to it and the Note or Notes held by it) and (y) be arranged by PPG after receipt of the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower Borrowers or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) 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, together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments and Participations. (a) Each Lender may and, if demanded by PPG will (following (x) a demand by such Lender pursuant to Section 2.10 or 2.13 or (y) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion), assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment or Commitments, the Term Loans Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all rights and obligations under this Agreementand in respect of any Facility, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, assignment was a Lender or an Affiliate of a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Term Loans Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 (in than, with respect to the case Working Capital Facility, the lesser of Eurocurrency Rate Loans) 5% of the Working Capital Facility or $10,000,000 (in the case of Base Rate Loans) unless otherwise agreed by the Administrative Agent 5,000,000 and, so long as no Default has occurred and is continuingwith respect to the Term Facility, PPG$5,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) each no such assignment made as a result of a demand by PPG pursuant to this Section 9.07(a) assignments shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, permitted without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG after receipt of the written consent of the Administrative AgentSyndication Agent until June 30, which consent 1998 or, if earlier, the date the Syndication Agent shall not be unreasonably withheld or delayedhave notified the Lender Parties that syndication of the Commitments hereunder has been completed, and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) 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, together with any Note or Notes subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)2,000.
Appears in 1 contract
Assignments and Participations. (a) Each Lender Lender, with the consent of the Borrower, each Agent and each Issuing Bank, may and, in the case of a Lender if demanded by PPG will the Borrower (following (x) a demand by such Lender pursuant to Section 2.10 or 2.13 or (y2.13) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two 5 Business Days’ ' notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)Agent, will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment or Commitments, the Term Loans Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreementand in respect of the Revolving Credit Facility, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Term Loans Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €$10,000,000 or an integral multiple of $1,000,000 in excess thereof, (iii) except in the case of Eurocurrency Rate Loans) or an assignment of all of a Lender's rights and obligations under this Agreement, the remaining Commitment of the assigning Lender shall in no event be less than $10,000,000 (in the case of Base Rate Loans) unless otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPG10,000,000, (iiiiv) each such assignment shall be to an Eligible Assignee, (ivv) each such assignment made as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG the Borrower after receipt of the written consent of consultation with the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (vvi) no Lender shall be obligated to make any such assignment as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts then due and payable to such Lender under this Agreement, Agreement and (vivii) 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, together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and recordation fee of $3,500 payable by the parties to each 2,500; provided further that if such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG is to an Eligible Assignee that which is an existing a direct or indirect wholly owned Subsidiary of any Lender or the controlling corporation of such Lender, and (vii) any Lender may, without no consent of the approval of PPG, assign all or a portion of its rights to any of its AffiliatesBorrower shall be required for such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments and Participations. (a) Each Lender may andmay, upon notice to the Borrower, and if demanded by PPG will the Borrower (following (x) a demand by such Lender pursuant to Section 2.10 or 2.13 or (y2.13) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two five Business Days’ ' notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)will, assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Term Loans Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Term Loans Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 (in the case of Eurocurrency Rate Loans) or $10,000,000 (in the case of Base Rate Loans) unless otherwise agreed by the Administrative Agent and, so long as no a Default has occurred and is continuing, PPGin which case not less than $5,000,000) or an integral multiple of $1,000,000 in excess thereof unless the Borrower and the Agent otherwise agree, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a8.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG the Borrower after receipt of consultation with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) 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, together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and recordation fee of $3,500 3,000 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPGthe Borrower, such recordation fee shall be payable by PPG the Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG the Borrower to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPGthe Borrower and the Agent, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 8.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Day Credit Agreement (Sears Roebuck Acceptance Corp)
Assignments and Participations. (a) Each Lender may may, with the consent of the Administrative Agent, each Issuing Bank and the Borrower (each such consent not to be unreasonably withheld or delayed and, in the case of the Borrower, such consent shall not be required if demanded by PPG will (following (x) a demand by such Lender pursuant to Section 2.10 or 2.13 or (y) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature an Event of all Lenders), upon at least two Business Days’ notice to such Lender Default has occurred and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretionis continuing), assign to one or more Persons banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Term Loans Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Term Loans Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 the lesser of (in the case of Eurocurrency Rate LoansA) or $10,000,000 and (in the case B) all of Base Rate Loans) unless otherwise agreed by the Administrative Agent such Lender’s rights and obligations and, so long as no Default has occurred and if the preceding clause (A) is continuingapplicable, PPGshall be an integral multiple of $1,000,000, (iii) each such assignment shall be to an Eligible Assignee, and (iv) each such assignment made as a result of a demand by PPG pursuant to this Section 9.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG after receipt of the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) 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, together with any Note subject Acceptance and such parties (other than when Citibank is an assigning party) shall also deliver to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee and Agent a processing and recordation fee of $3,500 payable by the parties to each such assignment, 3,500; provided, however, that in the case of each no such assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG to an Eligible Assignee that is an existing Lender, and (vii) any Defaulting Lender may, without the approval of PPG, assign all or a portion of its rights to any of its AffiliatesSubsidiaries, or any Person, who upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments and Participations. (a) Each Lender may and, if demanded by PPG will the Borrower (following (x) a demand by such Lender pursuant to Section 2.10 2.12 or 2.13 or (y2.15) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two five Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)Agent, will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Term Loans Revolving Credit Advances owing to it and the Revolving Credit Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights its Revolving Credit Commitment, the Revolving Credit Advances owing to it, its participations in Letters of Credit and obligations under this Agreementthe Note or Notes held by it or a constant, and not a varying, percentage of its Unissued Letter of Credit Commitment, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of (x) the Term Loans Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (y) the Unissued Letter of Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof, in each case, unless the case of Eurocurrency Rate Loans) or $10,000,000 (in Borrower and the case of Base Rate Loans) unless Agent otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPGagree, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a8.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG the Borrower after receipt of consultation with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) 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, together with any Revolving Credit Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPGthe Borrower, such recordation fee shall be payable by PPG the Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG the Borrower to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10Sections 2.12, 2.13 2.15 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 8.04 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments and Participations. (a) Each Lender may andmay, and if ------------------------------ demanded by PPG will the Borrower (following (x) a demand by such Lender pursuant to Section 2.10 2.08, 2.12, 3.08, 4.02 or 2.13 or (y) a failure by 4.06, after such Lender has declined to signvote in favor of extension of the Revolver Termination Date or LC Termination Date, if as the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiringcase may be, pursuant to Section 9.012.14 or 3.12, or after any Lender has assigned all or any portion of its rights and obligations under this Agreement to any Affiliate without the signature consent of all Lenders)the Borrower, upon at least two Business Days’ 10 days' notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)Agent) will, assign to one or more Persons banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion portion, respectively, of its A Commitment and the Term Loans A Advances owing to it and/or of its LC Commitment and the Note or Notes held by itparticipations in Letter of Credit Liability); provided, however, that (i) each such respective -------- ------- assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this AgreementAgreement (other than any B Advances) (w) in respect of the assigning A Lender's A Commitment and A Advances and/or (x) in respect of the assigning Lender's LC Commitment and participations in Letter of Credit Liability, as the case may be, that is constant and not varying over time, (ii) except in the case respective amounts of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s the rights and obligations (y) under this Agreement, the amount of the Term Loans A Commitment and A Advances of the assigning A Lender and/or (z) under the LC Commitment and participations in Letter of Credit Liability of the assigning lender, as the case may be, being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such partial assignment) shall in no event be less than €10,000,000 5% of all such rights and obligations or less than $5,000,000 (or an integral multiple of $500,000 in excess thereof), as the case may be, in the case of Eurocurrency Rate Loanseach of (y) or $10,000,000 and/or (in the case of Base Rate Loans) unless otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPGz), (iii) each such assignment shall be to an Eligible AssigneeAssignee consented to by the Borrower (which shall not unreasonably withhold its consent); provided, that, the Borrower's consent need not be -------- ---- obtained if such assignment is made to an Affiliate of the assigning Lender, provided that any Lender so assigning to any of its Affiliates shall give prompt -------- notice thereof to the Borrower and the Agent, (iv) each such assignment made as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a10.07(a) shall be arranged by the Borrower (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (at its expense, including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG after receipt payment of the written consent of processing and recordation fee referred to in subclause (vi) hereof) after consultation with the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that which together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a10.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) 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, together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee and a processing and recordation fee of $3,500 payable by the parties to each such assignment, 2,000; provided, howeverthat, that in the case of each assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee -------- ---- shall be payable in the case of connection with an assignment made at the request of PPG by an assigning Lender to an Eligible Assignee that is an existing Affiliate of such assigning Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Without limiting the qualifications set forth in the first sentence of this Section 10.07(a), but to clarify such sentence, any Lender having both an A Commitment and an LC Commitment may assign all or a portion of its rights and obligations relating to one of these commitments and at the same time assign none, all, the same portion or a different portion of its rights and obligations relating to the other commitment, provided that any assignment of any portion (including all) of a Lender's rights and obligations relating to its A Commitment shall include an assignment of the same portion (including all if applicable) of such Lender's rights and obligations relating to its A Advances and any assignment of any portion (including all) of a Lender's rights and obligations relating to its LC Commitment shall include an assignment of the same portion (including all if applicable) of such Lender's rights and obligations relating to participations in Letter of Credit Liability.
Appears in 1 contract
Samples: Credit Agreement (Gap Inc)
Assignments and Participations. (a) Each Lender may may, upon ten days’ notice to the Agent and with the prior consent of the Company (which consent shall not be unreasonably withheld or delayed) and, if demanded by PPG will (following (x) a demand by such Lender the Company pursuant to Section 2.10 2.05 (b) or 2.13 or (y) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders2.06(b), upon at least two 20 Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)Agent, will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Term Loans Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an Affiliate affiliate of a Lender Lender, or an assignment of all of a LenderLxxxxx’s rights and obligations under this Agreement, the amount of the Term Loans Commitment of the assigning Lender Lxxxxx being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall in no event be less than €10,000,000 (in the case of Eurocurrency Rate Loans) or $10,000,000 (in the case of Base Rate Loans) unless otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPG10,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG the Company pursuant to this Section 9.07(a8.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG the Company after receipt of consultation with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG the Company pursuant to this Section 9.07(a8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower Company or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the RegisterRegister (as defined in clause (d) below), an Assignment and AcceptanceAssumption, together with any Note requested pursuant to Section 2.13(e) subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG to an Eligible Assignee that is an existing Lender3,500, and (vii) any Lender maythe Eligible Assignee shall complete, without execute and deliver to the approval of PPG, assign all or a portion of its rights Borrowers and Agent the appropriate tax form pursuant to any of its AffiliatesSection 2.14. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceAssumption and upon compliance with clause (vii) of the previous sentence, (x) 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 AcceptanceAssumption, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AcceptanceAssumption, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto); provided that an assigning Lender’s rights to indemnification and reimbursement pursuant to Section 8.04 and its rights and obligations under Sections 2.11 and 2.14 shall survive assignment hereunder. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose vehicle (an “SPV”) of such Granting Lender, identified as such in writing from time to time by the Granting Lender to the Agent and the Company, the option to provide to the Borrowers all or any part of any Advance that such Granting Lender would otherwise be obligated to make to the Borrowers pursuant to Section 2.01, provided that (i) nothing herein shall constitute a commitment by any SPV to make any Advance, (ii) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Advance, the Granting Lender shall be obligated to make such Advance pursuant to the terms hereof and (iii) the Borrowers may bring any proceeding against either the Granting Lender or the SPV in order to enforce any rights of the Borrowers hereunder. The making of an Advance by an SPV hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance were made by the Granting Lender. Each party hereto hereby agrees that no SPV shall be liable for any payment under this Agreement for which a Lender would otherwise be liable, for so long as, and to the extent, the related Granting Lender makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereof arising out of any claim against such SPV under this Agreement. In addition, notwithstanding anything to the contrary contained in this Section, any SPV may with notice to, but without the prior written consent of, the Company or the Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Advances to its Granting Lender or to any financial institutions (consented to by the Company and the Agent) providing liquidity and/or credit support (if any) with respect to commercial paper issued by such SPV to fund such Advances and such SPV may disclose, on a confidential basis, confidential information with respect to the Company and its Subsidiaries to any rating agency, commercial paper dealer or provider of a surety, guarantee or credit liquidity enhancement to such SPV. This paragraph may not be amended without the consent of any SPV at the time holding Advances under this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Pepsico Inc)
Assignments and Participations. (a) Each Lender may with the consent of each Issuing Bank (which consent shall not be unreasonably withheld or delayed) and, if demanded by PPG will the Company (so long as no Default shall have occurred and be continuing and following (w) the refusal of such Lender to approve any request for an amendment, waiver or consent, (x) a demand by such Lender pursuant to Section 2.10 2.11 or 2.13 or 2.14, (y) a failure an assertion of illegality by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, 2.12 or (z) the signature failure of all Lenders), such Lender to perform its obligations hereunder) upon at least two five Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)Agent, will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Revolving Credit Commitment, its Unissued Letter of Credit Commitment, the Term Loans Advances owing to it it, its participations in Letters of Credit and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of (x) the Term Loans Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (y) the Unissued Letter of Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, in each case, unless the case of Eurocurrency Rate Loans) or $10,000,000 (in Company and the case of Base Rate Loans) unless Agent otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPGagree, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG the Company pursuant to this Section 9.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG the Company after receipt of consultation with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG the Company pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower Borrowers or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) 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, together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPGthe Company, such recordation fee shall be payable by PPG the Company except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG the Company to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10Sections 2.11, 2.13 2.14 and 9.04 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Credit Agreement (Chemtura CORP)
Assignments and Participations. (ai) Each Lender (including, without limitation, each Canadian Lender) may and, if demanded by PPG will (following (x) a demand by such Lender pursuant to Section 2.10 or 2.13 or (y) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion), assign to one any bank or more Persons financial institution, all or a portion of its rights and obligations under this Loan Agreement (including, without limitation, all or a portion of its Revolving Credit Commitments, its Term Loan #1 Commitments, its Term Loan #2 Commitments, its Pro Rata Share of the Term Loans Loan Facilities and its Pro Rata Share of the Revolving Credit Loan Facility owing to it and it) subject to the Note or Notes held by it); provided, however, that following conditions: (ia) each such assignment shall be may be, but is not required to be, of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this AgreementLoan Agreement and the assignments may cover different percentages of such Lender's (including its Affiliate Canadian Lender's) Revolving Credit Commitment, Term Loan #1 Commitment, Term Loan #2 Commitment, Letter of Credit Obligations, Term Loans #1, Term Loans #2 and Revolving Credit Loans; (iib) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Term Loans Commitments of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall not cause or otherwise result in no event said assigning Lender's remaining unassigned aggregate amount of Commitments, Letter of Credit Obligations, Term Loans #1, Term Loans #2 and Revolving Credit Loans to be less than €10,000,000 US$5,000,000.00 (except the Agent, in the case of Eurocurrency Rate Loans) or $10,000,000 its capacity as a Lender, shall always retain at least US$5,000,000.00); (in the case of Base Rate Loans) unless otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPG, (iiic) each such assignment shall be to an Eligible Assignee, ; (ivd) each such assignment made as a result of a demand by PPG pursuant the Eligible Assignee shall execute and deliver to this Section 9.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG after receipt of the written consent of the Administrative Agent, which for its approval, acceptance and recording in a register maintained by the Agent, an Assignment and Acceptance Agreement, together with processing and recordation fee of Three Thousand Five Hundred and 00/100 (US$3,500.00) Dollars unless waived by the Agent; (e) the principal amount of an assigned Revolving Credit Commitments, Letter of Credit Obligations and Revolving Credit Loans shall be not less than US$5,000,000.00 or any integral multiple of US$1,000,000.00 in excess thereof; (f) the Agent and, so long as no Event of Default exists or is continuing, the Co-Borrowers have provided their respective prior express written consents to such assignment, with consent shall not be unreasonably withheld or delayed, and which consent shall be either indicated by their execution of said Assignment and Acceptance Agreement (it being understood and agreed that the Lenders may assign their rights and interests under the Loan Documents to any Person or Persons following the occurrence of an assignment Event of all Default, without the consent of any of the rights Co-Borrowers, the Corporate Guarantors or the Partnership Guarantor); and obligations (g) a Lender may not assign, or permit its Affiliate Canadian Lender to assign, its Pro Rata Share of the assigning Lender under this Agreement Canadian Revolving Credit Sublimit (its "Canadian Revolving Credit Exposure") or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Canadian Term Loans owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) 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, together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG Loan Sublimit to an Eligible Assignee that is an existing Lendera non-resident of Canada for purposes of the Income Tax Act of Canada (with respect to which payments to such non-resident of principal, interest, fees and (viiother amounts by the Canadian Borrower would be subject to Canadian withholding tax) any at a rate higher than that then applicable to the assignor, provided further that the assignment by a Lender may, without the approval of PPG, assign all or a portion of its rights to any Affiliate Canadian Lender's Canadian Revolving Credit Exposure, shall constitute the assignment of its Affiliatesa like amount of such Lender's Revolving Credit Loans and Revolving Credit Commitment. Upon such execution, delivery, approval, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceAcceptance Agreement, (x1) the assignee Eligible Assignee thereunder shall be a party hereto to this Loan Agreement and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceAcceptance Agreement, have the rights and obligations of a Lender hereunder and (y2) the Lender assignor thereunder shall, shall to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AcceptanceAcceptance Agreement, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Loan Agreement, such Lender shall cease to be a party hereto).
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Samples: Agreement (DRS Technologies Inc)
Assignments and Participations. (a) Each Lender may andsell, if demanded by PPG will (following (x) a demand by such Lender pursuant to Section 2.10 transfer, negotiate or 2.13 or (y) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion), assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Agreement hereunder (includingincluding all of its rights and obligations with respect to the Revolving Loans, without limitation, all or a portion of the Term Swing Loans owing to it and the Note or Notes held by itLetters of Credit); provided, however, that (i) each if any such assignment shall be of a constantthe assigning Lender’s Revolving Credit Outstandings and Revolving Credit Commitments, and not a varying, such assignment shall cover the same percentage of all rights such Lender’s Revolving Credit Outstandings and obligations under this AgreementRevolving Credit Commitments, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Term Loans of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the Assignor’s entire interest) be less than €10,000,000 $5,000,000 or an integral multiple of $1,000,000 in excess thereof, except, in either case, (in A) with the case consent of Eurocurrency Rate Loans) or $10,000,000 (in the case of Base Rate Loans) unless otherwise agreed by Borrower and the Administrative Agent andor (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender, so long as no Default has occurred and is continuing, PPG, (iii) each if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG pursuant to this Section 9.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG after receipt of the written prior consent of the Administrative Agent, the Swing Loan Lender, each Issuer and the Borrower (which consent shall not be unreasonably withheld or delayed); and provided, and shall be either an assignment further, that, notwithstanding any other provision of all this Section 10.2, the consent of the rights and obligations Borrower shall not be required for any assignment occurring when any Event of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG pursuant to this Section 9.07(a) unless and until such Lender Default shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) 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, together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) occurred and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)continuing.
Appears in 1 contract
Assignments and Participations. (a) Each Lender may and, if demanded by PPG will the Borrower (following (x) a demand by such Lender pursuant to Section 2.10 2.11 or 2.13 or (y2.14) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two five Business Days’ ' notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)Agent, will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Revolving Credit Commitment, its Unissued Letter of Credit Commitment, the Term Loans Advances owing to it it, its participations in Letters of Credit and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of (x) the Term Loans Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €US$10,000,000 or an integral multiple of US$1,000,000 in excess thereof and (y) the Unissued Letter of Credit Commitment of the assigning Lender being assigned pursuant to each such assignment shall in no event be less than US$10,000,000 or an integral multiple of US$1,000,000 in excess thereof unless the case of Eurocurrency Rate Loans) or $10,000,000 (in Borrower and the case of Base Rate Loans) unless Agent otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPGagree, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG the Borrower after receipt of consultation with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) 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, together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and recordation fee of $US$3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPGthe Borrower, such recordation fee shall be payable by PPG the Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG the Borrower to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10Sections 2.11, 2.13 2.14 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments and Participations. (a) Each Lender may may, with the consent of the Administrative Agent, each Issuing Bank and the Borrower (each such consent not to be unreasonably withheld or delayed and, in the case of the Borrower, such consent shall not be required if demanded by PPG will (following (x) a demand by such Lender pursuant to Section 2.10 or 2.13 or (y) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature an Event of all Lenders), upon at least two Business Days’ notice to such Lender Default has occurred and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretionis continuing), assign to one or more Persons banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Term Loans Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Term Loans Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 the lesser of (in the case of Eurocurrency Rate LoansA) or $10,000,000 and (in the case B) all of Base Rate Loans) unless otherwise agreed by the Administrative Agent such Lender’s rights and obligations and, so long as no Default has occurred and if the preceding clause (A) is continuingapplicable, PPGshall be an integral multiple of $1,000,000, (iii) each such assignment shall be to an Eligible Assignee, and (iv) each such assignment made as a result of a demand by PPG pursuant to this Section 9.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG after receipt of the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) 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, together with any Note subject Acceptance and such parties (other than when Citibank is an assigning party) shall also deliver to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee and Agent a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliates3,500. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments and Participations. (a) Each Lender may may, upon notice to the Borrowers and the Agent and with the consent, not to be unreasonably withheld or delayed, of the Agent, and, if demanded by PPG will (following (x) a demand by such Lender pursuant to Section 2.10 or 2.13 or (y) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01unless an Event of Default has occurred and is continuing, the signature of all Lenders), upon at least two Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)Borrowers, assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its Revolving Commitment, the Advances, the Term Loans Loan and other amounts owing to it and the any Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of all of a Lender’s rights and obligations under this Agreement, (x) the amount of the Term Loans Revolving Commitment of the assigning Revolving Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 (in the case of Eurocurrency Rate Loans) or $10,000,000 (in the case unless an Event of Base Rate Loans) unless otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPGin which case not less than $5,000,000) or an integral multiple of $1,000,000 in excess thereof unless the Borrowers and the Agent otherwise agree, and (y) the amount of the Term Loan of the assigning Term Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof (or, if less, the entire outstanding amount of the Term Loan held by such Term Lender) unless the Borrowers and the Agent otherwise agree, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG pursuant to this Section 9.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG after receipt of the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) 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, and the parties to such assignment (other than the Borrowers and the Agent) shall deliver together with therewith any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and recordation fee of $3,500 payable by the parties to each (except no such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case for assignments to a Lender, an Affiliate of a Lender or an assignment made at the request of PPG to an Eligible Assignee that is an existing LenderApproved Fund), and (viiv) any Lender may, without the approval of PPGthe Borrowers, but with notice to the Borrowers, assign all or a portion of its rights and obligations to any of its AffiliatesAffiliates or to another Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.102.12, 2.13 2.15 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments and Participations. (a) Each Lender may and, if demanded by PPG will the Borrower (following (x) a demand by such Lender pursuant to Section 2.10 2.11 or 2.13 2.14 or (y) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, suspension of Eurodollar Rate Advances pursuant to Section 9.01, the signature 2.12 and only if no Event of all Lenders), Default has occurred and is continuing) upon at least two five Business Days’ ' notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)Agent, will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Revolving Credit Commitment, its undrawn Letter of Credit Commitment, the Term Loans Advances owing to it it, its participations in Letters of Credit and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreementand in respect of one or more of the Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of (x) the Term Loans Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (y) the undrawn Letter of Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the applicable Assignment and Acceptance) shall in no event be less than $1,000,000, unless, in each case, the case of Eurocurrency Rate Loans) or $10,000,000 (in Borrower and the case of Base Rate Loans) unless Agent otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPGagree, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a8.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG the Borrower after receipt of consultation with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) 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, together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its AffiliatesBorrower. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10Sections 2.11, 2.13 2.14 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 8.04 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments and Participations. (a) Each Lender may and, if demanded by PPG will the Borrower (following (x) a demand by such Lender pursuant to Section 2.10 2.11 or 2.13 2.14 or (y) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, suspension of Eurodollar Rate Advances pursuant to Section 9.01, the signature 2.12 and only if no Event of all Lenders), Default has occurred and is continuing) upon at least two five Business Days’ ' notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)Agent, will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Revolving Credit Commitment, its undrawn Letter of Credit Commitment, the Term Loans Advances owing to it it, its participations in Letters of Credit and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreementand in respect of one or more of the Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of (x) the Term Loans Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (y) the undrawn Letter of Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the applicable Assignment and Acceptance) shall in no event be less than $1,000,000, unless, in each case, the case of Eurocurrency Rate Loans) or $10,000,000 (in Borrower and the case of Base Rate Loans) unless Agent otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPGagree, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG the Borrower after receipt of consultation with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) 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, together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its AffiliatesBorrower. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10Sections 2.11, 2.13 2.14 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Supplemental Agreement
Assignments and Participations. (a) Each Lender may and, if demanded by PPG will (following (x) a demand by such Lender pursuant to Section 2.10 or 2.13 or (y) a failure by such Lender to sign, within three Business Days after the date originally scheduled for delivery of such signature if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two five Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)Agent, assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Term Loans Revolving Credit Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Term Loans Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 (in the case of Eurocurrency Rate Loans) or $10,000,000 (in the case of Base Rate Loans) unless otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPG, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG pursuant to this Section 9.07(a) shall (x) be an assignment of all of such XxxxxxLender’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s Commitment, the Term Loans Revolving Credit Advances owing to it and the Note or Notes held by it) and (y) be arranged by PPG after receipt of the written consent of the Administrative AgentAgent (and if a Commitment is being assigned, each Issuing Lender), which consent shall not be unreasonably withheld or delayed, and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower Borrowers or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) 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, together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments and Participations. (a) Each Lender may and, if demanded by PPG will (following (x) a demand by such Lender pursuant to Section 2.10 or 2.13 or (y) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders)a)Each Bank may, upon at least two Business Days’ notice to such Lender and obtaining the Administrative prior written consent of the Agent (which notice period may consent shall not be reduced by the Administrative Agent in its sole discretionunreasonably withheld or delayed), assign to one or more Persons banks or other financial institutions all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Term Loans owing to it and the Note or 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 Bank’s rights and obligations under this Agreementso assigned, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount 76 of the Term Commitment or Loans of the assigning Lender Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) may be in the amount of such Bank’s entire Commitment or the entire principal amount of such Bank’s Loans but otherwise shall in no event not be less than €10,000,000 (in the case of Eurocurrency Rate Loans) or $10,000,000 (in and shall be an integral multiple of $1,000,000 unless the case of Base Rate Loans) unless Company and the Agent otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPGconsent, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG pursuant to this Section 9.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG after receipt of the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) the parties to each such assignment shall (A) execute and deliver to the Administrative Agent, Agent for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject Acceptance and (B) deliver to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee and Agent a processing and recordation fee of $3,500 payable 3,500; provided that the Agent may, in its sole discretion, elect to waive such processing and recording fee, (v) if no Event of Default under Section 6.01(a), Section 6.01(b), Section 6.01(d) (with respect to an Event of Default under Section 5.03 only) or Section 6.01(f) has occurred and is continuing, the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed) shall be required for an assignment by the parties a Bank to each such assignment, provided, however, that in the case of each assignment made as an assignee which is not a result Bank or an Affiliate or Approved Fund of a demand by PPG, such recordation fee Bank; provided that the Company shall be payable deemed to have consented to any such assignment unless it shall object thereto by PPG except that no such recordation fee shall be payable in written notice to the case of an assignment made at the request of PPG to an Eligible Assignee that is an existing LenderAgent within ten (10) Business Days after having received notice thereof, and (viivi) any Lender may, without consent of the approval Agent shall not be required for an assignment by a Bank to an assignee which is a Bank or an Affiliate or Approved Fund of PPG, assign all or a portion of its rights to any of its AffiliatesBank. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder which effective date shall be a party hereto andat least two (2) Business Days after the execution thereof, 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 hereunder and (y) the Lender Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning LenderBank’s rights and obligations under this Agreement, such Lender Bank shall cease to be a party hereto).
Appears in 1 contract
Samples: Term Credit Agreement (Ecolab Inc.)
Assignments and Participations. (a) Each Lender may and, so long as no Default shall have occurred and be continuing, if demanded by PPG will the Loan Parties (following (x) a demand by such Lender pursuant to Section 2.10 or 2.13 or (y2.12) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two five Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)will, assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitment or Commitments, the Term Loans Advances (including, for the purposes of this Section 9.07(a), participations in Letters of Credit and in Swing Line Advances) owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all rights and obligations under this Agreementand in respect of any or all Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of a any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Term Loans of the assigning Lender Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 $1,000,000 (or such lesser amount as shall be approved by the Administrative Agent) under each Facility for which a Commitment is being assigned, (iii) each partial assignment shall be made as an assignment of a proportionate part of all of the assigning Lender’s rights and obligations under this Agreement with respect to the Advances or the Commitment assigned, except that this clause (iii) shall not (x) apply to rights in respect of Swing Line Advances or (y) prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis; (iv) except in the case of Eurocurrency Rate Loans) an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or $10,000,000 (in the case an Approved Fund of Base Rate Loans) unless otherwise agreed any Lender, such assignment shall be approved by the Administrative Agent and, so long as (A) no Default has shall have occurred and be continuing at the time of effectiveness of such assignment, or (B) the Administrative Agent shall not have determined that such assignment is continuingnecessary to achieve a successful syndication of the Facilities, PPGthe US Borrowers (in each case such approvals not to be unreasonably withheld or delayed), (iiiv) each such assignment shall be to an Eligible Assignee, (ivvi) any assignment of a Revolving Credit Commitment must be approved by the Administrative Agent, the Issuing Bank and the Swing Line Bank unless the person that is proposed is itself a Revolving Credit Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee), (vii) each such assignment made as a result of a demand by PPG the Loan Parties pursuant to this Section 9.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG the Loan Parties after receipt of the written consent of consultation with the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (vviii) no Lender shall be obligated to make any such assignment as a result of a demand by PPG the Loan Parties pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower one or more Loan Parties or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (viix) no such assignments shall be permitted without the consent of the Administrative Agent until the Administrative Agent shall have notified the Lender Parties that syndication of the Commitments hereunder has been completed and (x) 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, together with any Note or Notes subject to such assignment, assignment and (unless except in the assignee is already case of any such assignment by a Lender hereunderto an Affiliate or Approved Fund of such Lender) an Administrative Questionnaire for the assignee and a processing and recordation fee of $3,500 payable (provided, that simultaneous or substantially contemporaneous assignments by the parties a Lender to each multiple assignees shall be treated as a single assignment for purposes of such assignment, fee); provided, however, that in the case of for each such assignment made as a result of a demand by PPGthe Loan Parties pursuant to this Section 9.07(a), such recordation fee the Loan Parties shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, pay to the extent that rights Administrative Agent the applicable processing and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)recordation fee.
Appears in 1 contract
Samples: Credit Agreement (Ceradyne Inc)
Assignments and Participations. (a) Each Lender may assign, and, if (i) demanded by PPG will (the Borrower following (x) a payment by the Borrower of Taxes with respect to such Lender in accordance with Section 2.11, (y) the occurrence of an event that would, upon payment to such Lender of amounts hereunder, require a payment by the Borrower of Taxes with respect to such Lender in accordance with Section 2.11 or (z) a demand by such Lender pursuant to Section 2.10 or 2.13 2.09(a), (b) or (yd) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), and (ii) upon at least two 30 Business Days’ ' notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)Paying Agent, assign will assign, to one or more Persons banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment or Commitments, the Term Loans Advances owing to it (including accrued interest) and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, fixed and not a varying, the same percentage of all rights and obligations of the assigning Lender under this Agreementand in respect of each Facility under which it has a Commitment, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Term Loans Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 $15,000,000, and the amount of the Commitment of the assigning Lender being retained by such Lender immediately after giving effect to such assignment (determined as of the effective date of the Assignment and Acceptance with respect to such assignment) shall in the case of Eurocurrency Rate Loans) or no event be less than $10,000,000 (in the case of Base Rate Loans) unless otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPG15,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a8.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG the Borrower after receipt of consultation with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Agents and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, Agreement and (vi) the parties to each such assignment shall execute and deliver to the Administrative Paying Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignmentassignment and, (unless the assignee is already for each Assignment and Acceptance other than an Assignment and Acceptance between a Lender hereunderand an assignee which satisfies the requirements of clause (i) an Administrative Questionnaire for of the assignee and definition of "Eligible Assignee", a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliates3,500. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each such Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments and Participations. (a) Each Lender may may, with the consent of the Administrative Agent, the Issuing Bank and the Borrower (each such consent not to be unreasonably withheld or delayed and, in the case of the Borrower, such consent shall not be required if demanded by PPG will (following (x) a demand by such Lender pursuant to Section 2.10 or 2.13 or (y) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature an Event of all Lenders), upon at least two Business Days’ notice to such Lender Default has occurred and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretionis continuing), assign to one or more Persons banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Term Loans Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Term Loans Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 the lesser of (in the case of Eurocurrency Rate LoansA) or $10,000,000 and (in the case B) all of Base Rate Loans) unless otherwise agreed by the Administrative Agent such Lender's rights and obligations and, so long as no Default has occurred and if the preceding clause (A) is continuingapplicable, PPGshall be an integral multiple of $1,000,000, (iii) each such assignment shall be to an Eligible Assignee, and (iv) each such assignment made as a result of a demand by PPG pursuant to this Section 9.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG after receipt of the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) 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, together with any Note subject Acceptance and such parties (other than when Citibank is an assigning party) shall also deliver to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee and Agent a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliates3,500. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments and Participations. (a) Each Lender may andsell, if demanded by PPG will (following (x) a demand by such Lender pursuant to Section 2.10 transfer or 2.13 or (y) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion), assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Agreement hereunder (including, without limitation, including all or a portion of its rights and obligations with respect to the Term Loans, the Revolving Loans, the Swing Loans owing to it and the Note or Notes held by itLetters of Credit); provided, however, that (i) each if any such assignment shall be of a constantthe assigning Lender's Revolving Credit Outstandings and Revolving Credit Commitments under any Revolving Credit Facility, such assignment shall cover the same percentage of such Lender's Revolving Credit Outstandings and Revolving Credit Commitment under such Revolving Credit Facility, and not a varying, percentage of all rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Term Loans of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be (if less than €10,000,000 the Assignor's entire interest) be, (x) in the case of any Revolving Credit Facility, less than $2,500,000 or an integral multiple of $1,000,000 in excess thereof and (y) in the case of the Term Facility, less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof (in the case of Eurocurrency Rate U.S. Term Loans) ), (pound)500,000 or $10,000,000 an integral multiple of (pound)500,000 in excess thereof (in the case of Base Rate Sterling Term Loans) unless otherwise agreed by or (euro)1,000,000 or an integral multiple of (euro)1,000,000 in excess thereof (in the case of Euro Term Loans), except, in either case, (A) with the consent of the Company and the Administrative Agent and, so long as no Default has occurred and is continuing, PPG, or (iiiB) each if such assignment shall be is being made to a Lender or an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG pursuant to this Section 9.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all Affiliate or Approved Fund of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) . Any such assignment need not be arranged by PPG after receipt ratable as among any of the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, Facilities (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) 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, together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee and a processing and recordation fee of $3,500 payable by the parties to each such assignment, providedit being understood, however, that in the case assignments of each assignment Euro Term-1 Loans and Euro Term-2 Loans may only be made as on a result pro rata basis). Each Eligible Assignee of a demand Euro Term Loan shall at any time while it is a requirement of Dutch law that each Lender is a Professional Market Party by PPG, accepting such recordation fee shall Euro Term Loan be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG deemed to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, have represented to the extent Dutch Borrower that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptanceis, have the rights and obligations of or qualifies as, a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)Professional Market Party.
Appears in 1 contract
Samples: Credit Agreement (Acco Brands Corp)
Assignments and Participations. (a) Each Lender may and, if demanded by PPG will the Borrower (following (x) a demand by such Lender pursuant to Section 2.10 2.11 or 2.13 or (y2.14) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two five Business Days’ ' notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)Agent, will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Term Loans Revolving Credit Advances owing to it and the Revolving Credit Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this AgreementAgreement (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and Competitive Bid Notes), (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Term Loans Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 (in the case of Eurocurrency Rate Loans) or $10,000,000 (or an integral multiple of $1,000,000 in the case of Base Rate Loans) unless otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPGexcess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a8.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG the Borrower after receipt of consultation with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans Advances owing to such Lender, together with accrued interest thereon and any accrued fees to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) 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, together with any Revolving Credit Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPGthe Borrower, such recordation fee shall be payable by PPG the Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG the Borrower to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPGthe Borrower and the Agent, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.102.11, 2.13 2.14 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 8.04 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Day Credit Agreement (York International Corp /De/)
Assignments and Participations. (a) Each Lender may and, if demanded by PPG will the Borrower (following (x) either a demand by such Lender pursuant to Section 2.10 2.11, 2.12 or 2.13 2.14 or (y) a failure payment by the Borrower of Taxes or Other Taxes for which the Lender is, or, but for such Lender to sign, if payment would be indemnified by the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, Borrower pursuant to Section 9.012.14 and provided that all similarly situated Lenders are similarly treated, or if the signature of all LendersBorrower exercises its replacement rights under Section 8.01(b), ) upon at least two five Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)will, assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Revolving Credit Commitment, the Term Loans Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Term Loans Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 ($5,000,000 or an integral multiple of $1,000,000 in excess thereof unless the case of Eurocurrency Rate Loans) or $10,000,000 (in Borrower and the case of Base Rate Loans) unless Agent otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPGagree, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a8.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG the Borrower after receipt of consultation with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) 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, together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPGthe Borrower, such recordation fee shall be payable by PPG the Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG the Borrower to an Eligible Assignee that is an existing Lender, Lender and (vii) any Lender may, assignee under an assignment made to an Eligible Assignee without the approval prior consent of PPG, assign all the Borrower (unless an Event of Default shall have occurred and be continuing) shall be entitled to no greater amounts pursuant to Section 2.11 or a portion 2.14 as of its rights the date of such assignment than those amounts to any of its Affiliateswhich the applicable Lender assignor was then entitled. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.102.11, 2.13 2.14 and 9.04 8.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Credit Agreement (Ca, Inc.)
Assignments and Participations. (a) Each Lender may and, so long as no Default has occurred and is continuing, if demanded by PPG will (following (x) a demand by such Lender pursuant to Section 2.10 or 2.13 or (y) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), Borrower upon at least two 5 Business Days’ ' notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)Agent, assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment or Commitments, the Term Loans Advances owing to it and the any Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all rights and obligations under this Agreementand in respect of one or more Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of a any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Term Loans of the assigning Lender Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 $5,000,000 (in the case of Eurocurrency Rate Loans) or $10,000,000 (in the case of Base Rate Loans) unless otherwise agreed such lesser amount as shall be approved by the Borrower and the Administrative Agent and, so long as no Default has occurred Agent) and is continuing, PPGshall be in an integral multiple of $500,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a8.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG the Borrower after receipt of the written consent of consultation with the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) no such assignments shall be permitted without the consent of the Administrative Agent until the Administrative Agent shall have notified the Lender Parties that syndication of the Commitments hereunder has been completed, and (vii) 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, together with any Note or Notes subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)3,500.
Appears in 1 contract
Samples: Credit Agreement (Safety 1st Inc)
Assignments and Participations. (a) Each Lender may and, if demanded by PPG will the Borrowers (following (x) a demand by such Lender pursuant to Section 2.10 2.11 or 2.13 or (y2.14) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two five Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)Agent, will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of the Term Loans its Commitment, its Advances owing to it and the Note or any Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations (including the Revolving Credit Facility and the Term Loan Facility and Term Loans) under this AgreementAgreement (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and any Competitive Bid Notes), (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Term Loans Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 (in the case of Eurocurrency Rate Loans) or $10,000,000 (in the case of Base Rate Loans) unless otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPG5,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG the Borrowers pursuant to this Section 9.07(a8.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG the Borrowers after receipt of consultation with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG the Borrowers pursuant to this Section 9.07(a8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower Borrowers or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) 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, together with any Revolving Credit Note or Term Loan Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG to an Eligible Assignee that is an existing Lender3,500, and (vii) any Lender maysuch assignment shall be subject to the prior written consent (such consent not to be unreasonably withheld) of: (a) the Borrowers, without provided that no consent of the approval 50 Borrowers shall be required for an assignment to a Lender, an Affiliate of PPGa Lender, assign all or a portion an Approved Fund or, if an Event of its rights to Default has occurred and is continuing, any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptanceother assignee, (xb) 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 hereunder Agent and (yc) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)Issuing Banks.
Appears in 1 contract
Samples: Credit Agreement (Scholastic Corp)
Assignments and Participations. (a) Each Lender may and, so long as no Default shall have occurred and be continuing, if demanded by PPG will the Borrower (following (x) a demand by such Lender pursuant to Section 2.10 or 2.13 or (y2.12) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two five Business Days’ ' notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)Agent, will assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment or Commitments, the Term Loans Advances owing to it and the Note or Notes held by itit to the extent requested pursuant to Section 2.16(a)); provided, however, that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all rights and obligations under and in respect of any or all Facilities, provided, however, that nothing in this Agreementclause (i) shall prevent a Lender from assigning an interest in a single Facility if such Lender has an interest in more than one Facility, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of a any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Term Loans of the assigning Lender Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 ($2,500,000 and shall be in the case an integral multiple of Eurocurrency Rate Loans) or $10,000,000 (1,000,000 in the case of Base Rate Loans) unless otherwise agreed by the Administrative Agent and, so long as no Default has occurred and excess thereof under each Facility for which a Commitment is continuing, PPGbeing assigned, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a8.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG the Borrower after receipt of the written consent of consultation with the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) no such assignments shall be permitted without the consent of the Administrative Agent and the Syndication Agent (such consents not to be unreasonably withheld or delayed) and (vii) 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, together with any Note or Notes subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and recordation fee of $3,500 payable (except in the case of an assignment to a Lender or any Affiliate of a Lender or any Approved Fund and except for any assignment by the parties to each such assignment, either Syndication Agent or any other of their respective Affiliates); provided, however, that in the case of for each such assignment made as a result of a demand by PPGthe Borrower pursuant to this Section 8.07(a), such recordation fee the Borrower shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, pay to the extent that rights Administrative Agent the applicable processing and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)recordation fee.
Appears in 1 contract
Assignments and Participations. (a) Each Lender may and, if demanded by PPG will (following (x) a demand by such Lender pursuant to Section 2.10 or 2.13 or (y) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion), assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Term Loan Commitment, the Term Loans owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Term Loan Commitment and Term Loans of the assigning Lender Xxxxxx being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 (in the case of Eurocurrency Rate Loans) or $10,000,000 (in the case of Base Rate Loans) unless otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPG, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG pursuant to this Section 9.07(a) shall (x) be an assignment of all of such XxxxxxLender’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s Term Loan Commitment, the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG after receipt of the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) 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, together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, 57 however, that in the case of each assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Notwithstanding anything to the contrary in this Section 9.07(a), it is understood and agreed that, solely prior to the Closing Date, (1) any assignment of any Term Loan Commitment shall be made in active consultation with the Borrower and (2) the Borrower’s consent shall be required in connection with any assignment to any person other than a commercial or investment bank the senior, unsecured long-term indebtedness for borrowed money of which is rated investment grade either by Xxxxx’x or S&P (and is not rated less than investment grade by any applicable rating agency) at the time of the consummation of such assignment.
Appears in 1 contract
Assignments and Participations. (a) Each Lender may and, if demanded by PPG will the Borrower (following (x) a demand by such Lender pursuant to Section 2.10 2.11 or 2.13 2.14 or (y) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, suspension of Eurodollar Rate Advances pursuant to Section 9.01, the signature 2.12 and only if no Event of all Lenders), Default has occurred and is continuing) upon at least two five Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)Agent, will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Revolving Credit Commitment, its Term Loan Commitment, its undrawn Letter of Credit Commitment, the Term Loans Advances owing to it it, its participations in Letters of Credit and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreementand in respect of one or more of the Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of (x) the Revolving Credit Commitment or Term Loans Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (y) the undrawn Letter of Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the applicable Assignment and Acceptance) shall in no event be less than $1,000,000, unless, in each case, the case of Eurocurrency Rate Loans) or $10,000,000 (in Borrower and the case of Base Rate Loans) unless Agent otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPGagree, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a8.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG the Borrower after receipt of consultation with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) 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, together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its AffiliatesBorrower. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10Sections 2.11, 2.13 2.14 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 8.04 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments and Participations. (a) Each Lender may with the consent of each Issuing Bank (which consent shall not be unreasonably withheld or delayed) and, if demanded by PPG will the Company (so long as no Default shall have occurred and be continuing and following (x) a demand by such Lender pursuant to Section 2.10 2.11 or 2.13 or (y2.14) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two five Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)Agent, will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Revolving Credit Commitment, its Unissued Letter of Credit Commitment, the Term Loans Advances owing to it it, its participations in Letters of Credit and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of (x) the Term Loans Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (y) the Unissued Letter of Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, in each case, unless the case of Eurocurrency Rate Loans) or $10,000,000 (in Company and the case of Base Rate Loans) unless Agent otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPGagree, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG the Company pursuant to this Section 9.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG the Company after receipt of consultation with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG the Company pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower Borrowers or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) 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, together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPGthe Company, such recordation fee shall be payable by PPG the Company except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG the Company to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10Sections 2.11, 2.13 2.14 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations (other than its obligations under Section 8.04 to the extent any claim thereunder relates to an event arising prior to such assignment) under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Credit Agreement (Avaya Inc)
Assignments and Participations. (a) Each Lender may and, if demanded by PPG will the Borrowers (following (x) a demand by such Lender pursuant to Section 2.10 2.11 or 2.13 or (y2.14) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two five Business Days’ ' notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)Agent, will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Revolving Credit Commitment, its undrawn Letter of Credit Commitment, the Term Loans Advances owing to it it, its participations in Letters of Credit and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreementand in respect of its Revolving Credit Commitment, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of (x) the Term Loans Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 EUR 5,000,000 or an integral multiple of EUR 1,000,000 in excess thereof and (y) the undrawn Letter of Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the applicable Assignment and Acceptance) shall in no event be less than EUR 1,000,000, unless, in each case, the case of Eurocurrency Rate Loans) or $10,000,000 (in Borrowers and the case of Base Rate Loans) unless otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPGagree, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG the Borrowers pursuant to this Section 9.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG the Borrowers after receipt of consultation with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG the Borrowers pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower Borrowers or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) 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, together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPGthe Borrowers, such recordation fee shall be payable by PPG the Borrowers except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG the Borrowers to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPGthe Borrowers and the Agent, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.102.11, 2.13 2.14 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Credit Agreement (Lubrizol Corp)
Assignments and Participations. (a) Each Lender may and, if demanded by PPG will (following (x) a demand by such Lender the Borrower pursuant to Section 2.10 or 2.13 or (y) a failure by such Lender to sign2.15, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion), will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Term Loans Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Term Loans Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 (in the case of Eurocurrency Rate Loans) or $10,000,000 (or an integral multiple of $1,000,000 in the case of Base Rate Loans) unless otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPGexcess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a) 2.15 shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG the Borrower after receipt of the written consent of consultation with the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights right and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a) 2.15 unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) 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, together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliates3,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Credit Agreement (Hartford Life Inc)
Assignments and Participations. (a) Each Lender may and, if demanded by PPG will the Borrower (following (x) a demand by such Lender pursuant to Section 2.10 2.12 or 2.13 2.15 or (y) a failure by notice from such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to under Section 9.01, the signature of all Lenders), 2.13) upon at least two five Business Days’ notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)Agent, will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Term Loans Advances owing to it it, its interest in any outstanding Letters of Credit and Swing Line Advances and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Term Loans Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall in no event be less than €10,000,000 ($5,000,000 or an integral multiple of $1,000,000 in excess thereof unless the case of Eurocurrency Rate Loans) or $10,000,000 (in Borrower and the case of Base Rate Loans) unless Agent otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPGagree, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a8.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG the Borrower after receipt of consultation with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) the Swing Line Commitment and all outstanding Swing Line Advances may only be assigned in their entirety to a Lender then having a Commitment, and (vii) 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 AcceptanceAssumption, together with any Revolving Credit Note or Swing Line Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPGthe Borrower, such recordation fee shall be payable by PPG the Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG the Borrower to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceAssumption, (x) 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 AcceptanceAssumption, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AcceptanceAssumption, relinquish its rights (other than its rights under Section 2.10Sections 2.12, 2.13 2.15 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 8.04 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Credit Agreement (Ugi Utilities Inc)
Assignments and Participations. (a) Each Lender may and, if demanded by PPG will the Borrower (following (x) a demand by such Lender pursuant to Section 2.10 2.12 or 2.13 or (y2.15) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two five Business Days’ ' notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)Agent, will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Term Loans Revolving Credit Advances owing to it and the Revolving Credit Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights its Revolving Credit Commitment, the Revolving Credit Advances owing to it, its participations in Letters of Credit and obligations under this Agreementthe Note or Notes held by it or a constant, and not a varying, percentage of its Unissued Letter of Credit Commitment, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of (x) the Term Loans Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (y) the Unissued Letter of Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof, in each case, unless the case of Eurocurrency Rate Loans) or $10,000,000 (in Borrower and the case of Base Rate Loans) unless Agent otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPGagree, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a8.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG the Borrower after receipt of consultation with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) 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, together with any Revolving Credit Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPGthe Borrower, such recordation fee shall be payable by PPG the Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG the Borrower to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10Sections 2.12, 2.13 2.15 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 8.04 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Assignments and Participations. (a) Each Lender may may, with the consent of each Issuing Bank and the Agent and, so long as no Event of Default has occurred and is continuing, the Company (which consents shall not be unreasonably withheld or delayed) and, if demanded by PPG will the Company (at any time following (x) a demand by such Lender pursuant to Section 2.10 2.11 or 2.13 or (y2.14) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two five Business Days’ ' notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)shall, assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Revolving Credit Commitment, its Unissued Letter of Credit Commitment, the Term Loans Advances owing to it it, its participations in Letters of Credit and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of (x) the Term Loans Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 (in the case of Eurocurrency Rate Loans) or $10,000,000 or an integral multiple of $1,000,000 in excess thereof and (y) the Unissued Letter of Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, in each case, unless the case of Base Rate Loans) unless Company and the Agent otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPGagree, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG the Company pursuant to this Section 9.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG the Company after receipt of consultation with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG the Company pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the a Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) 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, together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPGthe Company, such recordation fee shall be payable by PPG the Company except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG the Company to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10Sections 2.11, 2.13 2.14 and 9.04 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Credit Agreement (Xerox Corp)
Assignments and Participations. (a) Each Lender may and, if demanded by PPG will the Borrowers (following (x) a demand by such Lender pursuant to Section 2.10 2.11 or 2.13 or (y2.14) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two 5 Business Days’ ' notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)Agent, will assign to one or more Persons banks or other financial institutions all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Term Loans Revolving Credit Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this AgreementAgreement (other than any right to make Competitive Bid Advances and Competitive Bid Advances owing to it), (ii) except in the case of an assignment to a Person bank or other financial institution that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Term Loans Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 ($5,000,000 or an integral multiple of $1,000,000 in the case of Eurocurrency Rate Loans) or $10,000,000 (in the case of Base Rate Loans) unless otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPGexcess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG the Borrowers pursuant to this Section 9.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG the Borrowers after receipt of the written consent of consultation with the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG the Borrowers pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the a Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) 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, together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliates3,500. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Day Credit Agreement (Sprint Corp)
Assignments and Participations. (a) Each Lender may may, upon notice to the Borrower and the Agent and with the consent, not to be unreasonably withheld, of the Agent and, unless an Event of Default has occurred and is continuing, the Borrower, and if demanded by PPG will the Borrower (following (x) a demand by such Lender pursuant to Section 2.10 or 2.13 or (y2.13) a failure by such Lender to sign, if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least two five Business Days’ ' notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretion)will, assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitment, the Term Loans Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the amount of the Term Loans Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 (in the case of Eurocurrency Rate Loans) or $10,000,000 (in the case of Base Rate Loans) unless otherwise agreed by the Administrative Agent and, so long as no a Default has occurred and is continuing, PPGin which case not less than $5,000,000) or an integral multiple of $1,000,000 in excess thereof unless the Borrower and the Agent otherwise agree, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a8.07(a) shall (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG the Borrower after receipt of consultation with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) 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, together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee assignment and a processing and recordation fee of $3,500 3,000 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by PPGthe Borrower, such recordation fee shall be payable by PPG the Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG the Borrower to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPGthe Borrower and the Agent but with notice to the Borrower and the Agent, assign all or a portion of its rights and obligations to any of its AffiliatesAffiliates or to another Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 8.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Appears in 1 contract
Samples: Year Credit Agreement (Sears Roebuck Acceptance Corp)
Assignments and Participations. (a) Each Lender may andmay, and if demanded by PPG will the Borrower (following (x) a demand by such Lender pursuant to Section 2.10 2.08, 2.12, 3.07, 4.02 or 2.13 4.06, or (y) a failure by after such Lender has declined to signvote in favor of extension of the Revolver Termination Date or LC Termination Date, if as the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiringcase may be, pursuant to Section 9.01, the signature of all Lenders)2.14 or 3.11, upon at least two 20 Business Days’ ' notice to such Lender and the Administrative Agent (which notice period may be reduced by the Administrative Agent in its sole discretionAgent), will, assign to one or more Persons banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion portion, respectively, of its A Commitment and the Term Loans A Advances owing to it and/or of its LC Commitment and the Note or Notes held by itparticipations in Letter of Credit Liability); provided, however, that (i) each such respective assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this AgreementAgreement (other than any B Advances) (w) in respect of the assigning Lender's A Commitment and A Advances and/or (x) in respect of the assigning Lender's LC Commitment and participations in Letter of Credit Liability, as the case may be, that is constant and not varying over time, (ii) except in the case respective amounts of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender’s the rights and obligations (y) under this Agreement, the amount of the Term Loans A Commitment and A Advances of the assigning a Lender and/or (z) under the LC Commitment and participations in Letter of Credit Liability of the assigning lender, as the case may be, being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 5% of all such rights and obligations or less than $5,000,000 (or an integral multiple of $500,000 in excess thereof), as the case may be, in the case of Eurocurrency Rate Loanseach of (y) or $10,000,000 and/or (in the case of Base Rate Loans) unless otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, PPGz), (iii) each such assignment shall be to an Eligible AssigneeAssignee consented to by the Borrower (which shall not unreasonably withhold its consent); provided, that, the Borrower's consent need not be obtained if such assignment is made to an Affiliate of the assigning Lender, (iv) each such assignment made as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a10.07(a) shall be arranged by the Borrower (x) be an assignment of all of such Xxxxxx’s rights and obligations under this Agreement (at its expense, including, without limitation, all of such Lender’s the Term Loans owing to it and the Note or Notes held by it) and (y) be arranged by PPG after receipt payment of the written consent of processing and recordation fee referred to in subclause (vi) hereof) after consultation with the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that which together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PPG the Borrower pursuant to this Section 9.07(a10.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) 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, together with any Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee and a processing and recordation fee of $3,500 payable by the parties to each such assignment, 2,000; provided, howeverthat, that in the case of each assignment made as a result of a demand by PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case of connection with an assignment made at the request of PPG by an assigning Lender to an Eligible Assignee that is an existing Affiliate of such assigning Lender, and (vii) any Lender may, without the approval of PPG, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Without limiting the qualifications set forth in the first sentence of this Section 10.07(a), but to clarify such sentence, any Lender having both an A Commitment and an LC Commitment may assign all or a portion of its rights and obligations relating to one of these commitments and at the same time assign none, all, the same portion or a different portion of its rights and obligations relating to the other commitment, provided that any assignment of any portion (including all) of a Lender's rights and obligations relating to its A Commitment shall include an assignment of the same portion (including all if applicable) of such Lender's rights and obligations relating to its A Advances and any assignment of any portion (including all) of a Lender's rights and obligations relating to its LC Commitment shall include an assignment of the same portion (including all if applicable) of such Lender's rights and obligations relating to participations in Letter of Credit Liability.
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Samples: Credit Agreement (Gap Inc)
