Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that (A) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (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) shall not be less than $5,000,000, unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Loan or the Commitment assigned (C) any assignment of a Commitment must be approved by the Administrative Agent and the Issuing Banks unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.4, 5.6, and 11.4 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section.
Appears in 2 contracts
Samples: Credit Agreement (Sierra Pacific Resources /Nv/), Credit Agreement (Sierra Pacific Resources /Nv/)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that:
(Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender's ’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, 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) , shall not be less than $5,000,000, in any case, treating assignments to two or more Approved Funds under common management as one assignment for purposes of the minimum amounts; unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent consents (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Loan Loans or the Commitment assigned, except that this clause (ii) shall not apply to rights in respect of Swing Line Loans;
(Ciii) any assignment of a Commitment must be approved by the Administrative Agent Agent, the L/C Issuer and the Issuing Banks Swing Line Lender unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee), such consent not to be unreasonably withheld or delayed; and
(D1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment3,500; provided, however, that such processing and recordation fee shall be waived by the Administrative Agent in connection with any assignment to an Approved Fund, and (2) the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.43.01, 5.63.04, 3.05, and 11.4 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph subsection (d) of this Section.
Appears in 2 contracts
Samples: Credit Agreement (Texas Roadhouse, Inc.), Credit Agreement (Texas Roadhouse, Inc.)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans Advances at the time owing to it); provided that
(Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender's ’s Commitment and the Loans Advances at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans Advances outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans Advances of the assigning Lender subject to each such assignment (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) shall not be less than $5,000,000, in the case of any assignment in respect of the Revolving Credit Facility, or $1,000,000, in the case of any assignment in respect of the Term Facility, unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or (with respect to any Term Advance) to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, (1) so long as no Default or Event of Default has occurred and is continuing, and (2) after sixty (60) days following the Closing Date, the Borrower otherwise consent consents (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business DayDay provided that simultaneous assignments to or by Approved Funds shall be aggregated for this purpose;
(Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned;
(Ciii) any assignment of a Revolving Credit Commitment must be approved by the Administrative Agent Agent, the Swingline Lender and the Issuing Banks Bank unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Revolving Credit Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(Div) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.42.10, 5.6, 2.12 and 11.4 7.05 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section.
Appears in 1 contract
Samples: First Lien Credit Agreement (Landrys Restaurants Inc)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans Accommodations outstanding at the time owing to it); provided that:
(Ai) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender's ’s Commitment RBC – AltaLink (AILP) – 2016 Credit Agreement and the Loans Accommodations outstanding at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment being assigned (which for this purpose includes Loans Accommodations outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans Accommodations outstanding of the assigning Lender subject to each such assignment (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) shall not be less than $5,000,00010,000,000, unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Daya lower amount;
(Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Loan Accommodations outstanding or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate credits on a non-pro rata basis;
(Ciii) any assignment of a Commitment must be approved by the Administrative Agent and the Issuing Banks Documentary Credit Lender (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender;
(iv) any assignment must be approved by the Agent (such approval not to be unreasonably withheld or delayed) unless the proposed assignee is a bank whose senior, unsecured, non-credit enhanced, long term debt is rated at least A3, A- or A low by at least two of Moodys, S&P and DBRS, respectively;
(v) any assignment must be approved by the Borrower (such approval not to be unreasonably withheld or delayed) unless the proposed assignee is itself already a Lender or if an Affiliate Event of Default has occurred and is continuing; and no assignment will be made to a Foreign Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as unless an Eligible Assignee)Event of Default has occurred and is continuing; and
(Dvi) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of Cdn $3,500 for each assignment, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph clause (civ) of this Sectionparagraph (b), from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement with respect to the interest assigned and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this AgreementAgreement and the other Loan Documents, including any collateral security, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.4, 5.6ARTICLE 13 and ARTICLE 19, and 11.4 shall continue to be liable for any breach of this Agreement by such Lender, with respect to facts and circumstances occurring prior to the effective date of such assignment. Any payment by an assignee to an assigning Lender in connection with an RBC – AltaLink (AILP) – 2016 Credit Agreement assignment or transfer shall not be or be deemed to be a repayment by the Borrower or a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Sectionnew Accommodations to the Borrower.
Appears in 1 contract
Samples: Credit Agreement (Pacificorp /Or/)
Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior consent (such consent not to be unreasonably withheld) of the Borrower and the Administrative Agent, provided that (x) no such consent shall be required for an assignment of a Revolving Credit Commitment, Revolving Credit Loan or LC Exposure by a Revolving Credit Lender to an assignee that was a Revolving Credit Lender prior to the completion of such assignment, (y) no such consent shall be required for an assignment of Term Loans or Incremental Loans by any Lender to any other Lender that was a Lender prior to the completion of such assignment, an Affiliate of such a Lender or an Approved Fund and (z) no such consent of the Borrower shall be required for an assignment to any assignee, if an Event of Default under clause (a); provided that, (e), (g) or (h) of Article VIII has occurred and is continuing.
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate (or Approved Fund) of a Lender or an assignment of the entire remaining amount of the assigning Lender's Commitment and the or Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lenderany Class, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the or Loans of the assigning Lender subject to each such assignment (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 DateAgent) shall not be less than $5,000,000, unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund5,000,000 or, in which the case no minimum amount shall applyof Tranche B Commitments, Tranche B Term Loans, Incremental Loan Commitments or (B) Incremental Loans, $1,000,000 unless each of the Borrower and the Administrative Agent andotherwise consent, so long as provided that no Default or such consent of the Borrower shall be required if an Event of Default under clause (a), (e), (g) or (h) of Article VIII has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender's rights and obligations in respect to the Loan of one Class of Commitments or the Commitment assignedLoans,
(C) any assignment of a Commitment must be approved by the Administrative Agent and the Issuing Banks unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment3,500, and and
(D) the Eligible Assigneeassignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. .
(iii) Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (civ) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 5.42.13, 5.62.14, 2.15 and 11.4 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section10.
Appears in 1 contract
Samples: Credit Agreement (Ohio Logos Inc)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that
(Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender's ’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (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) shall not be less than $5,000,000, in the case of any assignment, unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) unless each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the US Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the US Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the US Borrower prior to such fifth (5th) Business Day;
(Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned;
(Ciii) any assignment of a Revolving Credit Commitment must be approved by the Administrative Agent Agent, the Canadian Dollar Lender, the Swingline Lender and the Issuing Banks Lender unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Revolving Credit Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(Div) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the [Second Amendment – SCP Pool Corporation] 113 extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.44.8, 5.64.9, 4.10, 4.11 and 11.4 14.3 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph subsection (d) of this Section.
Appears in 1 contract
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations) at the time owing to it); provided that
PROVIDED that (Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, 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) , shall not be less than $5,000,000, 1,000,000 unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent consents (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Loan Loans or the Commitment assigned
, (Ciii) any assignment of a Commitment must be approved by the Administrative Agent and the Issuing Banks L/C Issuer unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
and (Div) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.4SECTIONS 3.01, 5.63.04, 3.05, and 11.4 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph subsection (d) of this Section.
Appears in 1 contract
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that
(Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender's ’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (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) shall not be less than $5,000,000, in the case of any assignment in respect of the Revolver Facility, or $1,000,000, in the case of any assignment in respect of the Term Loan Facility, unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or (with respect to any Term Loan) to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, from ninety days after the Closing Date so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th5th ) Business Day;
(Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that this clause (ii) 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;
(Ciii) any assignment of a Revolver Commitment must be approved by the Administrative Agent Agent, the Swingline Lender and the Issuing Banks Bank (such consent not to be unreasonably withheld) unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Revolver Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(Div) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.4, 5.6, 4.06 and 11.4 5.01 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Atlas Pipeline Partners Lp)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that
(Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender's ’s Revolving Credit Commitment or Delayed Draw Term Loan Commitment, as the case may be, and the related Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the such Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans (whether Revolving Credit Loans or Delayed Draw Term Loans) of the assigning Lender subject to each such assignment (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) shall not be less than $5,000,000, unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) unless each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the applicable Loan or the Commitment assigned;
(Ciii) any assignment of a Commitment must be approved by the Administrative Agent and, in the case of an assignment in respect of the Revolving Credit Facility, the Swingline Lender, and the Issuing Banks Lenders, unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and;
(Div) the parties to each assignment shall execute and deliver to the Administrative Agent (A) copies of the United States Internal Revenue Service forms required by Section 4.11(g) and (B) an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph ;
(cv) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder no assignment shall be made to (A) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a party to this Agreement andLender hereunder, to the extent would constitute any of the interest assigned by such Assignment and Assumptionforegoing Persons described in this clause (A), have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement or (B) any Person that is not otherwise an Eligible Assignee; and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.4, 5.6, and 11.4 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section.
Appears in 1 contract
Samples: Credit Agreement (Blackbaud Inc)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that
(Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender's ’s Revolving Credit Commitment or Term Loan Commitment, as the case may be, and the related Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the such Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans (whether Revolving Credit Loans or Term Loan) of the assigning Lender subject to each such assignment (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) shall not be less than $5,000,000, unless (A) the assigning Lender assigns its entire Commitment or such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) unless each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the applicable Loan or the Commitment assigned;
(Ciii) any assignment of a Commitment must be approved by the Administrative Agent and, in the case of an assignment in respect of the Revolving Credit Facility, the Swingline Lender, and the Issuing Banks Lenders, unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and;
(Div) the parties to each assignment shall execute and deliver to the Administrative Agent (A) copies of the United States Internal Revenue Service forms required by Section 4.11(g) and (B) an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph ;
(cv) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder no assignment shall be made to (A) any Defaulting Lender, any Disqualified Institution or any of their respective Subsidiaries, or any Person who, upon becoming a party to this Agreement andLender hereunder, to the extent would constitute any of the interest assigned by such Assignment and Assumptionforegoing Persons described in this clause (A), have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement or (B) any Person that is not otherwise an Eligible Assignee; and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.4, 5.6, and 11.4 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section.
Appears in 1 contract
Samples: Credit Agreement (Blackbaud Inc)
Assignments by Lenders. Any i. Subject to the conditions set forth in this Section 9.04 (including, without limitation this paragraph (b)(i) below) any Lender may at any time assign to one or more Eligible Assignees Persons (other than an Ineligible Institution) all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and Commitment, the Loans and, for purposes of this Section 9.04, participations in LC Exposure, at the time owing to it)) with the prior written consent (such consent not to be unreasonably withheld) of:
(A) Borrower, provided that, the Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to the Administrative Agent within ten (10) Business Days after having received written notice thereof; provided thatfurther that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or an assignment that results as a result of a merger of a Lender with another financial institution, and if an Event of Default has occurred and is continuing, no consent of the Borrower shall be required with respect to any other assignee;
(B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of any Commitment or Loans to (1) an assignee that is a Lender (other than a Defaulting Lender) with a Commitment or Loans immediately prior to giving effect to such assignment or (2) a Lender, an Affiliate of a Lender, an Approved Fund or an assignment that results as a result of a merger of a Lender with another financial institution; and
(C) the Issuing Lender.
ii. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender's ’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a LenderLoans, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the or Loans of the assigning Lender subject to each such assignment (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 DateAgent) shall not be less than $5,000,000, 5,000,000 unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of Borrower and the Administrative Agent and, so long as otherwise consent in writing; provided that no Default or such consent of Borrower shall be required if an Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to and the other Loan or the Commitment assignedDocuments;
(C) any assignment of a Commitment must be approved by the Administrative Agent and the Issuing Banks unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment, and 3,500;
(D) the Eligible Assigneeassignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) each assignment must be for a pro rata portion of such assignor’s Revolving Credit Commitment, Revolving Credit Loans, Term Loan Commitment and Term Loans.
iii. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (cd) of this Section, from and after the effective date specified in each Assignment and Assumption, Assumption the Eligible Assignee assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (except for any liability to any Borrower Party first arising prior to such assignment) (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 5.42.14, 5.62.15, 2.16 and 11.4 with respect to facts and circumstances occurring prior to the effective date of such assignment9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (de) of this Section.
Appears in 1 contract
Samples: Credit Agreement (Jones Lang LaSalle Income Property Trust, Inc.)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that
(Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender's ’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (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) shall not be less than $5,000,000, unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Loan Loans or the Commitment assigned;
(Ciii) any assignment of a Commitment must be approved (such approval not to be unreasonably withheld) by the Administrative Agent Agent, the Swingline Lender and the Issuing Banks Lender unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(Div) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.44.8, 5.64.9, 4.10, 4.11 and 11.4 13.3 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section.
Appears in 1 contract
Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) below, any US Lender may at any time assign to one or more assignees who is an Eligible Assignees Assignee all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including participations in US L/C Obligations or Swingline Loans) at the time owing to it); provided that) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:
(A) except US Borrower; provided that no consent of US Borrower shall be required for an assignment to a US Lender Party or an Affiliate of a US Lender Party, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that US Borrower shall be deemed to have consented to any assignment requiring its consent unless it shall object thereto by written notice within seven (7) Business Days after having received notice thereof;
(B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment; and
(C) the US Issuing Banks and Swingline Lenders.
(ii) Assignments in respect of US Commitments and US Loans shall be subject to the following additional conditions:
(A) Except in the case of an assignment of the entire remaining amount of the assigning US Lender's ’s US Commitment and the US Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the US Commitment (which for this purpose includes US Loans outstanding thereunder) or, if the applicable US Commitment is not then in effect, the principal outstanding balance of the US Loans of the assigning US Lender subject to each such assignment (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) shall not be less than $5,000,000US$10,000,000, in the case of any assignment in respect of US Revolving Loans or US Revolving Commitments, unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent Agent, US Issuing Bank and, so long as no Default or Event of Default with respect to US Borrower has occurred and is continuing, the US Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning US Lender's ’s rights and obligations under this Agreement with respect to the US Loan or the US Commitment assigned
, except that this clause (Cii) shall not prohibit any assignment US Lender from assigning all or a portion of its rights and obligations among separate tranches on a Commitment must be approved by the Administrative Agent and the Issuing Banks unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee)non-pro rata basis; and
(DC) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $US$3,500 for each assignment(provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any Assignment), and the Eligible Assignee, if it shall not be a US Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.4, 5.6, and 11.4 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section.
Appears in 1 contract
Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Term Loans at the time owing to it)) with the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of:
(A) the Borrower; provided thatthat no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, a Related Fund or, if an Event of Default has occurred and is continuing; provided, further, that the Borrower shall be deemed to have consented to any assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received written notice thereof;
(B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Term Loan to a Lender, an Affiliate of a Lender or a Related Fund; and
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment of the entire remaining amount of the assigning Lender's ’s Commitment and the Term Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved a Related Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Term Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Term Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if "Trade “Effective Date" ” is specified in the Assignment and Assumption, as of the Trade Effective Date) shall not be less than $5,000,0001.0 million and shall be in integral multiples of $1.0 million in excess thereof, unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Term Loan or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches or facilities on a non-pro rata basis;
(C) any assignment of a Commitment must be approved by the Administrative Agent and the Issuing Banks unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption via an electronic settlement system acceptable to the Administrative Agent (or, if agreed to by the Administrative Agent, manually), together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment(which fee may be waived or reduced in the sole discretion of the Administrative Agent), and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(D) in connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Term Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent) to pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon). Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Requirements of Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this SectionSection 9.04, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.42.12, 5.62.13, 2.15 and 11.4 9.05 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this SectionSection 9.04(d).
Appears in 1 contract
Assignments by Lenders. Any Lender or Issuing Lender may at any time assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitments, Issuing Commitments and the Loans at the time owing to it); provided that,
(Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate (or Approved Fund) of a Lender, the Administrative Agent and, in the case of an assignment of all or a portion of any Letter of Credit Commitment of any Class, each Issuing Lender with respect to such Class in addition to the Administrative Agent, must give their prior written consent to such assignment (which consent, in each case, shall not be unreasonably withheld or delayed);
(ii) except in the case of an assignment to a Lender or an Affiliate (or Approved Fund) of a Lender or an Approved Fund with respect to a Lender, assignment of the aggregate entire remaining amount of the Commitment (which for this purpose includes assigning Lender’s Commitment(s), Issuing Commitment(s) or Loans outstanding thereunder) or, if the applicable Commitment is not then in effectof any Class, the principal outstanding balance amount of the Commitment(s), Issuing Commitment(s) and Loans of the assigning Lender subject to each such assignment (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 DateAgent) shall not be less than $5,000,000, 5,000,000 unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as and (provided that no Default or Event of Default has occurred and is continuing, ) the Borrower otherwise consent (which consent, in each case, shall not be unreasonably withheld or delayed);
(iii) in connection with such assignment, the assigning Lender shall assign to the assignee a pro rata amount of such assigning Lender’s “Term Commitment(s)” and “Term Loans” (as defined under the Term Credit Agreements) under the Term Credit Agreements to which such assigning Lender is a party;
(iv) except in the case of an assignment to a Lender or an Affiliate or Approved Fund of a Lender, the Borrower must give its prior written consent to the assignment (which consent shall not to be unreasonably withheld or delayed); provided provided, that the Borrower shall be deemed to have given its consent five (5) consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after the date written having received notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Daythereof;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Loan or the Commitment assigned
(C) any assignment of a Commitment must be approved by the Administrative Agent and the Issuing Banks unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(Dv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment4,000;
(vi) in the case of an assignment of any Issuing Commitment, and the Eligible Assigneeassignee meets the credit rating requirements in respect of such Issuing Commitment; and
(vii) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance Questionnaire and recording thereof documentation and other written information requested by the Administrative Agent under applicable “know your customer” and AML Laws, including the USA PATRIOT Act. provided further that any consent of the Borrower otherwise required under this paragraph shall not be required if any Event of Default has occurred and is continuing; provided further that (x) no assignment to the Borrower or any Affiliate of the Borrower shall be permitted without the Administrative Agent’s prior written consent (which may be withheld in its sole discretion) and (y) any assignment made in violation of this proviso shall be void ab initio. Upon acceptance and recording pursuant to paragraph (cd) of this SectionSection 10.04, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 5.42.13, 5.62.14, 2.15 and 11.4 with respect 10.03). To the extent any assignment or transfer increases the Borrower’s obligation to facts and circumstances occurring prior pay costs, Taxes or indemnities pursuant to Section 2.13, 2.15 or 10.03, the Borrower’s liability to pay such costs, Taxes or indemnities shall be limited to the effective date of amounts the Borrower would have been liable if such assignmentassignment or transfer had not occurred. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (df) of this SectionSection 10.04.
Appears in 1 contract
Samples: Credit Agreement (Avangrid, Inc.)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that
(Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender's ’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (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) shall not be less than $5,000,000, unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Loan Loans or the Commitment assigned;
(Ciii) any assignment (A) the consent of a Commitment must be approved by the Administrative Agent and (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Issuing Banks unless the Credit Facility if such assignment is to a Person that is the proposed assignee is itself not a Lender, an Affiliate of such Lender or an Affiliate Approved Fund with respect to such Lender, (B) the consent of a each Issuing Lender with a Commitment (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding) and (C) the proposed assignee would otherwise qualify as an Eligible Assignee)consent of the Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Credit Facility; and
(Div) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.4Section 4.8, 5.6Section 4.9, Section 4.10, Section 4.11 and 11.4 Section 14.3 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section.
Appears in 1 contract
Samples: Credit Agreement (Bowater Inc)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that
(Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender's ’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (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) shall not be less than $5,000,000, unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Loan Loans or the Commitment assigned;
(Ciii) any assignment of a Commitment must be approved by the Administrative Agent Agent, the Swingline Lender and the Issuing Banks Lender unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and;
(Div) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(v) the assignee shall deliver to the Borrower and the Administrative Agent the United States Internal Revenue Service forms or other documentation required by Section 4.11(e). Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.44.8, 5.64.9, 4.10, 4.11 and 11.4 12.3 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section.
Appears in 1 contract
Samples: Credit Agreement (Medimmune Inc /De)
Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign to one or more assignees who is an Eligible Assignees Assignee all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:
(A) except Borrower; provided that no consent of Borrower shall be required for an assignment to a Lender or an Affiliate of a Lender, an Approved Fund (in each case, other than, a Defaulting Lender, an Affiliate thereof or an Approved Fund administered or managed thereby) or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to any assignment requiring its consent unless it shall object thereto by written notice within seven (7) Business Days after having received written notice thereof; and
(B) the Administrative Agent.
(ii) Assignments in respect of Loans shall be subject to the following additional conditions:
(A) Except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the ’s Loans at the time owing to it it, or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (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) shall not be less than $5,000,000US$10.0 million, in the case of any assignment in respect of Loans, unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Event of Default with respect to Borrower has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Loan assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or the Commitment assigned
(C) any assignment a portion of its rights and obligations among separate tranches on a Commitment must be approved by the Administrative Agent and the Issuing Banks unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee)non-pro rata basis; and
(DC) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $US$3,500 for each assignment(provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any Assignment), and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this SectionSection 10.04, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.4Section 2.10, 5.6, 2.13 and 11.4 10.03 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this SectionSection 10.04(d).
Appears in 1 contract
Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) of this Section, any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans LC Disbursements at the time owing to it) to one or more NAIC Approved Banks (or to any other Person whose obligations in respect of Letters of Credit shall be confirmed by a NAIC Approved Bank) with the prior written consent (such consent not to be unreasonably withheld) of:
(A) the Account Parties, provided that no consent of any Account Party shall be required for an assignment to a Lender, an Affiliate of a Lender or, if an Event of Default under clause (a), (b), (g) or (h) of Article VIII has occurred and is continuing, any other assignee; and provided thatfurther that the Account Parties shall be deemed to have consented to any such assignment unless any Account Party shall object thereto by written notice to the Administrative Agent within 10 Business Days after having received a written request for such consent;
(B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment to a Lender or an Affiliate of a Lender; and
(C) the Issuing Lender with respect to Participated Letters of Credit.
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a assignment of the entire remaining amount of the assigning Lender’s Commitment, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (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 DateAgent) shall not be less than $5,000,000, 5,000,000 unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Account Parties and the Administrative Agent andotherwise consent, so long as provided that no Default or such consent of the Account Parties shall be required if an Event of Default under clause (a), (b), (g) or (h) of Article VIII has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Loan or the Commitment assignedAgreement;
(C) any assignment of a Commitment must be approved by the Administrative Agent and the Issuing Banks unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment, and 3,500; and
(D) the Eligible Assigneeassignee, if it shall not be a Lender, shall deliver an Administrative Questionnaire to the Administrative Agent an Administrative Questionnaire. (with a copy to XL Group).
(iii) Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (cb)(v) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits and subject to the limitations of Sections 5.42.10, 5.6, 2.11 and 11.4 with respect to facts and circumstances occurring prior to the effective date of such assignment10.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph Section 10.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (dc) of this Section.
(iv) 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 Administrative Agent and the Account Parties, the option to provide to the Account Parties all or any part of any LC Disbursement that such Granting Lender would otherwise be obligated to make to the Account Parties pursuant to Section 2.01, provided that (i) nothing herein shall constitute a commitment by any SPV to make any LC Disbursement, (ii) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such LC Disbursement, the Granting Lender shall be obligated to make such LC Disbursement pursuant to the terms hereof and shall in any case remain responsible to the other parties for the performance of its obligations under the terms of this Agreement and shall remain the Lender for all purposes hereunder (including, without limitation, with respect to the rights and responsibilities to deliver all consents and waivers required or requested under this Agreement with respect to its SPV) and (iii) the Account Parties may bring any proceeding against either or both the Granting Lender or the SPV in order to enforce any rights of the Account Parties hereunder. The making of a LC Disbursement by an SPV hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such LC Disbursement 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 Account Parties or the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Letter of Credit to its Granting Lender or to any financial institutions (consented to by the Account Parties and the Administrative Agent) providing liquidity and/or credit support (if any) with respect to commercial paper issued by such SPV to issue such Letters of Credit and such SPV may disclose, on a confidential basis, confidential information with respect to any Account Party and its Subsidiaries to any rating agency, commercial paper dealer or provider of a surety, guarantee or credit liquidity enhancement to such SPV; provided that non-public information with respect to any Account Parties or its Subsidiaries may be disclosed only with such Account Party’s consent which will not be unreasonably withheld. Notwithstanding anything to the contrary in this Agreement, no SPV shall be entitled to any greater rights under Section 2.10 or Section 2.11 than its Granting Lender would have been entitled to absent the use of such SPV. This paragraph may not be amended without the consent of any SPV at the time holding LC Disbursements under this Agreement.
(v) The Administrative Agent, acting for this purpose as an agent of the Account Parties, shall maintain at one of its offices in New York City a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, the Commitment of, and principal amount of the LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Account Parties, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by any Account Party and any Lender, at any reasonable time and from time to time upon reasonable prior notice.
(vi) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b)(ii)(C) of this Section and any written consent to such assignment required by paragraph (b)(i) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.
Appears in 1 contract
Assignments by Lenders. Any A Lender may at any time assign to one sell, assign, delegate or more Eligible Assignees otherwise transfer all or a portion part of its the rights and obligations duties of such Lender under this Agreement (including all or a portion of its Commitment and the Loans at the time owing other Loan Documents to it); provided that
(A) except in the case of an assignment any of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing following Persons (an “Assignee”), in each case subject to it or in the case of an assignment to a any applicable consent requirements specified herein: (i) any Lender or an any Affiliate of a Lender or an Approved Fund (ii) any other Person with respect to a Lender, the aggregate amount prior written consent of the Commitment Administrative Borrower (which for this purpose includes Loans outstanding thereunder) orconsent shall not be unreasonably withheld, if the applicable Commitment is not then in effectconditioned or delayed; provided, the principal outstanding balance of the Loans of the assigning Lender subject however, Administrative Borrower shall be deemed to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered have given its consent unless Administrative Borrower shall object thereto by written notice to the Administrative Agent orwithin ten (10) Business Days after notice thereof has actually been delivered by the Administrative Agent or the assigning Lender to Administrative Borrower); provided that, if "Trade Date" is specified in the Assignment and Assumption, as consent of the Trade Date) Administrative Borrower shall not be less than $5,000,000, unless required under this sub-clause (Aii) such assignment is made to if an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuingcontinuing or for any such sale, assignment or transfer in connection with a sale of all or substantially all of the assets of a Lender or all or substantially all of the loans or asset based loans of a Lender. Notwithstanding anything to the contrary contained herein, the Borrower otherwise prior written consent of the Administrative Agent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower ) shall be deemed required for assignments to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Loan or the Commitment assigned
(C) any assignment of a Commitment must be approved by the Administrative Agent and the Issuing Banks unless the Person that is the proposed assignee is itself not a Lender or an Affiliate of a Lender. Each Loan Party hereby authorizes each Lender to disseminate, subject to a written confidentiality agreement with any Assignee or prospective Assignee on terms substantially similar to the confidentiality terms hereunder, any information it has pertaining to the Obligations, including without limitation, complete and current credit information on the Loan Parties and any of their principals to any Assignee or prospective Assignee. Each Loan Party hereby acknowledges and agrees that any assignment will give rise to a Commitment direct obligation of Borrower and each other Loan Party to the Assignee and that the Assignee shall be considered to be a Lender hereunder.
(whether or not the proposed assignee would otherwise qualify a) Administrative Agent, acting solely for this purpose as an Eligible Assignee); and
(D) the parties to agent of Borrower, shall maintain at one of its offices a copy of each assignment shall execute delivered to it and deliver to a register for the Administrative Agent an Assignment recordation of the names and Assumption, together with, except in addresses of the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignmentLenders, and the Eligible AssigneeCommitments of, if it shall not be a Lenderand principal amounts (and stated interest) of the Loans owing to, shall deliver each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and Borrower, Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent Lenders shall treat each Person whose name is recorded in the Register pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of terms hereof as a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering hereunder for all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.4, 5.6, and 11.4 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement Agreement. The Register shall be available for inspection by Administrative Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.
(b) Except as otherwise provided herein, a Lender shall, as between Borrower and such Lender, be relieved of any of its obligations hereunder as a sale by such Lender result of a participation in such rights and obligations in accordance with paragraph (d) any sale, assignment, delegation or other transfer of this Section.all or any part of the Loans or other Obligations owed to such
Appears in 1 contract
Samples: Loan and Security Agreement (890 5th Avenue Partners, Inc.)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that
(Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender's ’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (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) shall not be less than $5,000,000, in the case of any assignment in respect of the Revolver Facility, or $1,000,000, in the case of any assignment in respect of the Term Loan Facility, unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or (with respect to any Term Loan) to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, from ninety days after the Closing Date so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that this clause (ii) 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;
(Ciii) any assignment of a Revolver Commitment must be approved by the Administrative Agent Agent, the Swingline Lender and the Issuing Banks Bank (such consent not to be unreasonably withheld) unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Revolver Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(Div) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.4, 5.6, 4.06 and 11.4 5.01 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Atlas Pipeline Holdings, L.P.)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans Advances at the time owing to it); provided that
(Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment ’s applicable Commitments and the Loans Advances under such Commitment at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans Advances outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans Advances of the assigning Lender subject to each such assignment (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) shall not be less than $5,000,000, unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Loan or the applicable Commitment assigned;
(Ciii) any assignment of a Commitment must be approved by the Administrative Agent and the Issuing Banks Lender unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(Div) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (cb) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.42.12, 5.62.13, 2.14(b), 9.03(a), 9.03(b), and 11.4 9.03(c) with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (dc) of this Section.
Appears in 1 contract
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that
(Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (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) shall not be less than $5,000,000, unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Loan Loans or the Commitment assigned;
(Ciii) any assignment (A) the consent of a Commitment must be approved by the Administrative Agent and (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Issuing Banks unless the Credit Facility if such assignment is to a Person that is the proposed assignee is itself not a Lender, an Affiliate of such Lender or an Affiliate Approved Fund with respect to such Lender, (B) the consent of a each Issuing Lender with a Commitment (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding) and (C) the proposed assignee would otherwise qualify as an Eligible Assignee)consent of the Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Credit Facility; and
(Div) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.4Section 4.8, 5.6Section 4.9, Section 4.10, Section 4.11 and 11.4 Section 14.3 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section.
Appears in 1 contract
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees banks, financial institutions or other institutional lenders all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans Loan at the time owing to it); provided that
(Ai) the assignee, if it is a U.S. Person, shall be a Qualified Purchaser,
(ii) the Borrower and Collateral Agent must be promptly notified of such assignment,
(iii) except in the case of an assignment to a Lender or an Affiliate of a Lender, the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing Administrative Agent must give its prior written consent to it such assignment (which consent shall not be unreasonably withheld or delayed),
(iv) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, assignment of the aggregate entire remaining amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effectassigning Lender’s Loan, the principal outstanding balance amount of the Loans Loan of the assigning Lender subject to each such assignment (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) shall not be less than $5,000,000, 5,000,000 or an integral multiple of $1,000,000 in excess thereof unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;consents,
(Bv) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Loan or the Commitment assignedAgreement,
(C) any assignment of a Commitment must be approved by the Administrative Agent and the Issuing Banks unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(Dvi) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption (such Assignment and Assumption to be (A) electronically executed and delivered to the Administrative Agent via an electronic settlement system then acceptable to the Administrative Agent, which shall initially be the settlement system of ClearPar, LLC, or (B) manually executed and delivered together with, except in the case of an unless such assignment shall be to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment, and 3,500),
(vii) the Eligible Assigneeassignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative QuestionnaireQuestionnaire and any applicable tax forms as may have been requested by the Borrower,
(viii) the assignee confirms the appointment and duties of the Administrative Agent and the Collateral Agent under Article VIII,
(ix) the parties to each such assignment shall execute and deliver to each of the Agents a Spanish Assignment Agreement, notarized and apostilled as provided in paragraph (f) of this Section, and
(x) the parties to each such assignment shall, to the extent they have theretofore not delivered an Agent’s Power of Attorney, duly execute and deliver to the Collateral Agent a duly executed, notarized and apostilled Agent’s Power of Attorney. Subject to Upon acceptance and recording thereof by the Administrative Agent pursuant to paragraph (ce) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 5.42.08, 5.62.09, 2.10 and 11.4 with respect 9.03 and shall continue to facts and circumstances occurring prior be obligated pursuant to the effective date of such assignmentSection 9.14). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (dg) of this Section.
Appears in 1 contract
Samples: Credit Agreement (Petersen Energia Inversora, S.A.)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Term Loan Commitment and the Loans at the time owing to itits Term Loan); provided that:
(Aa) except in the case of an assignment of the entire remaining amount of the assigning Lender's ’s Term Loan Commitment and the Loans at the time owing to it Term Loan or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Term Loan Commitment (which for this purpose includes Loans the Term Loan outstanding thereunder) or, if the applicable Commitment is Term Loan Commitments are not then in effect, the principal outstanding balance of the Loans Term Loan of the assigning Lender subject to each such assignment (assignment, 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) , shall not be less than $5,000,000, 5,000,000 unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent consents (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be deemed to have given its consent five (5) Business Days after the date written notice thereof treated as a single assignment for purposes of determining whether such minimum amount has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Daymet;
(Bb) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Term Loan or the Term Loan Commitment assigned;
(Cc) any assignment of a Term Loan Commitment must be approved by the Administrative Agent and the Issuing Banks Agent, unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(Dd) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee in the amount (which fee is not an obligation of $3,500 for each assignmentBorrower), if any, required as set forth in Schedule 10.6, and the Eligible Assignee, if it shall is not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this SectionSection 10.6.3, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.43.1, 5.63.4, 3.5, and 11.4 10.4 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph Section shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this SectionSection 10.6.4.
Appears in 1 contract
Samples: Term Loan Agreement (Prologis)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided PROVIDED that
(Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (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) shall not be less than $5,000,000, 5,000,000 in the case of any assignment in respect of the Revolving Credit Facility or $2,000,000 in the case of any assignment of the Term Loan Facility unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, thereof or (with respect to any Term Loan) to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided PROVIDED that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Loan or the Commitment assigned;
(Ciii) any assignment of a Revolving Credit Commitment must be approved by the Administrative Agent Agent, the Swingline Lender and the Issuing Banks Lender unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Revolving Credit Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(Div) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.4SECTIONS 5.9, 5.65.10, 5.11 and 11.4 14.3 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section.
Appears in 1 contract
Samples: Credit Agreement (Restaurant Co)
Assignments by Lenders. (a) Any Lender may at any time assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided thatthat any such assignment shall be subject to the following conditions:
(A) except in the case of an assignment of the entire remaining amount of the assigning Lender's ’s Commitment and and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in paragraph (a)(i)(B) of this Section; provided, however, in the case of an assignment to a Lender or Lender, an Affiliate of a Lender or an Approved Fund with respect Fund, no minimum amount need be assigned; and
(B) in any case not described in the proviso to a Lenderparagraph (a)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (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) shall not be less than $5,000,0001,000,000, unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent consents (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;.
(Bii) each Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Loan Loans or the Commitment assigned.
(Ciii) No consent shall be required for any assignment except to the extent required by paragraph (a)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment, (y) such assignment is to a Commitment must be approved by the Administrative Agent and the Issuing Banks unless the Person that is the proposed assignee is itself a Lender or Lender, an Affiliate of a Lender with a Commitment or an Approved Fund or (whether or z) the Borrower shall not have objected within 5 Business Days following its receipt of notice of such assignment requesting such consent; provided that notwithstanding the proposed assignee would otherwise qualify as an Eligible Assignee)foregoing, the Borrower’s consent (to be exercised in its absolute discretion) shall be required for any assignment of Commitments prior to the Closing Date; and
(DB) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.
(iv) The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each 3,500; provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment, and the Eligible Assignee. The assignee, if it shall is not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.
(v) No such assignment shall be made to (A) the Borrower or any of the Borrower’s Affiliates or Subsidiaries or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B).
(vi) No such assignment shall be made to a natural Person.
(vii) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent and each Lender hereunder (and interest and fees accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Loans. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (cb) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.42.12, 5.6, 2.13 and 11.4 9.03 and with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (dc) of this Section.
(b) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee, if any, referred to in Section 9.05(a) and any written consent to such assignment required by Section 9.05(a), the Administrative Agent shall accept such Assignment and Acceptance and record the information contained therein in the Register (as defined below). No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices in New York, New York a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender (with respect to its own interest only), at any reasonable time and from time to time upon reasonable prior notice.
(c) Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Borrower, the Administrative Agent and Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 8.08 with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso Section 9.02(b) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.12, 2.13 and 2.14 (subject to the requirements and limitations therein, including the requirements under Section 2.14 (it being understood that the documentation required under Section 2.14 shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (a) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 2.16 as if it were an assignee under paragraph (a) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 2.12 and 2.14, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.16 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.09 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.15 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans 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 or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
(d) 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 any central bank having jurisdiction over such Lender; 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.
Appears in 1 contract
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that
(Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender's ’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, 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) , shall not be less than $5,000,000, 5,000,000 unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent consents (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Loan Loans or the Commitment assigned;
(Ciii) any assignment of a Commitment must be approved by the Administrative Agent and the Issuing Banks unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee), provided, that the approval of the Administrative Agent shall not be unreasonably withheld; and
(Div) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment2,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative QuestionnaireQuestionnaire provided that in the event of two or more concurrent assignments to members of the same Assignee Group (which may be effected by a suballocation of an assigned amount among members of such Assignee Group) or two or more concurrent assignments by members of the same Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group), such processing and recordation fee shall be $2,500 in the aggregate for all such assignments, provided, however, that in the event of five or more concurrent assignments of the type detailed in the proviso above, an assignment fee of $500 shall also be payable in respect of each such assignment. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this SectionSection 10.06(c), from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.43.01, 5.63.04, 3.05 and 11.4 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph Section 10.06(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this SectionSection 10.06(d).
Appears in 1 contract
Samples: Loan Agreement (Wellpoint Inc)
Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Commitment and the Loans at the time owing to it); ) with the prior written consent (such consent not to be unreasonably withheld or delayed) of Borrower; provided thatthat no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; and
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, or an assignment of the aggregate entire remaining amount of the assigning Lender’s Revolving Commitment (which for this purpose includes or Loans outstanding thereunder) or, if the applicable Commitment is not then in effectof any Class, the principal outstanding balance amount of the Revolving Commitment or Loans of the assigning Lender subject to each such assignment (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 DateAgent) shall not be less than $5,000,000, 1,000,000 unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent consents (each such consent not to be unreasonably withheld or delayed); delayed); provided that the no such consent of Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof required if an Event of Default has been delivered by the assigning Lender (through the Administrative Agent) unless such consent occurred and is expressly refused by the Borrower prior to such fifth (5th) Business Day;continuing;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with Agreement; provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect to the Loan of one Class of Commitments or the Commitment assignedLoans;
(C) any assignment of a Commitment must be approved by the Administrative Agent and the Issuing Banks unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment3,500, and such fee to be paid by either the assigning Lender or the assignee Lender or shared between such Lenders; and
(D) the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative QuestionnaireQuestionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about Borrower and their respective affiliates and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this SectionSection 10.04, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.42.11, 5.62.14, 2.13 and 11.4 10.03 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this SectionSection 10.04.
Appears in 1 contract
Samples: First Lien Credit Agreement (Global Geophysical Services Inc)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees (such Person, a “Purchasing Lender”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that:
(Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender's ’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (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) shall not be less than $5,000,0001,000,000, unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or (with respect to any Term Loan) to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day; provided further that all simultaneous assignments to any proposed assignee and any Approved Funds that are Affiliates of such assignee shall be aggregated and treated as a single assignment for purposes of determining compliance with the minimum assignment amount specified in this paragraph ;
(Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that this clause (ii) 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;
(Ciii) no consent shall be required for any assignment except to the extent required by Section 11.5(b)(i) and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment or (y) such assignment is to a Commitment must be approved by the Administrative Agent and the Issuing Banks unless the Person that is the proposed assignee is itself a Lender or Lender, an Affiliate of a Lender or an Approved Fund; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (x) the Revolving Loans if such assignment is to a Person that is not a Lender with a Commitment Revolving Loan Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such Lender or (y) the Term Facility to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund; and (C) the consent of the Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding) or for any assignment in respect of the proposed assignee would otherwise qualify as an Eligible Assignee)Revolving Loan Facility; and
(Div) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. No such assignment shall be made to (i) the Borrower or any of the Borrower’s Affiliates or Subsidiaries or (ii) a natural person. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.42.9, 5.62.11, 2.12, 5.11 and 11.4 11.2 and Article 10 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section.
Appears in 1 contract
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitment, the Loans, participations in L/C Obligations and the Loans at the time owing to itin Swing Line Loans); provided that
that (Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender's ’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans Loan of the assigning Lender subject to each such assignment (assignment, 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) , shall not be less than $5,000,000, 5,000,000 unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent consents (each such consent not to be unreasonably withheld or delayed); provided that delayed and, in any case, the Borrower shall be deemed to have given its consent consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after the date written having received notice thereof has been delivered by the assigning Lender thereof), (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Loan Loans or the Commitment assigned
, except that this clause (Cii) shall not (A) apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis, (iii) any assignment of a Revolving Credit Commitment must be approved by the Administrative Agent and the Issuing Banks unless the Person that is the proposed assignee is itself a Revolving Credit Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
, and (Div) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except with a processing and recordation fee of $3,500; provided that (A) no such fee shall be payable in the case of an assignment to a Lender or Lender, an Affiliate of a Lender or an Approved Fund with respect to a LenderLender and (B) in the case of contemporaneous assignments by a Lender to one or more Funds managed by the same investment advisor (which Funds are not then Lenders hereunder), only a processing and recordation fee of single such $3,500 fee shall be payable for each assignment, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaireall such contemporaneous assignments. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 5.43.01, 5.63.04, 3.05 and 11.4 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph Section 10.06(d). In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (d) which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon). Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this Sectionparagraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.
Appears in 1 contract
Samples: Credit Agreement (Akumin Inc.)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that
(Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender's ’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, 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) , shall not be less than $5,000,000, 5,000,000 unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent consents (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Loan Loans or the Commitment assigned;
(Ciii) any assignment of a Commitment must be approved by the Administrative Agent and the Issuing Banks Agent, unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee), provided, that, in the case of any assignment of a Commitment to an Affiliate of a Lender, the approval of the Administrative Agent shall not be unreasonably withheld; and
(Div) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this SectionSection 10.06(b), from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.43.01, 5.63.04, 3.05 and 11.4 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph Section 10.06(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this SectionSection 10.06(d).
Appears in 1 contract
Samples: Loan Agreement (Anthem Inc)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitment, the Loans, participations in L/C Obligations and the Loans at the time owing to itin Swing Line Loans); provided that
that (Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender's ’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans Loan of the assigning Lender subject to each such assignment (assignment, 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) , shall not be less than $5,000,0005,000,000 (with respect to assignments of the Revolving Credit Facility) or $1,000,000 (with respect to assignments of either Term Facility), unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (Bii) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent consents (each such consent not to be unreasonably withheld or delayed); provided that delayed and, in any case, the Borrower shall be deemed to have given its consent consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after the date written having received notice thereof has been delivered by the assigning Lender thereof), (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(Biii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Loan Loans or the Commitment assigned
, except that this clause (Ciii) shall not (A) apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis (it being understood that after the First Amendment Effective Date and during the Delayed Draw Availability Period, any assignment of the Term A Facility will include both outstanding Initial Term A Loans and unfunded Delayed Draw Term Commitments on a ratable basis), (iv) any assignment of a Revolving Credit Commitment must be approved by the Administrative Agent and the Issuing Banks unless the Person that is the proposed assignee is itself a Revolving Credit Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
, and (Dv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except with a processing and recordation fee of $3,500; provided that (A) no such fee shall be payable in the case of an assignment to a Lender or Lender, an Affiliate of a Lender or an Approved Fund with respect to a LenderLender and (B) in the case of contemporaneous assignments by a Lender to one or more Funds managed by the same investment advisor (which Funds are not then Lenders hereunder), only a processing and recordation fee of single such $3,500 fee shall be payable for each assignment, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaireall such contemporaneous assignments. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 5.43.01, 5.63.04, 3.05 and 11.4 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph Section 10.06(d). In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (d) which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon). Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this Sectionparagraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.
Appears in 1 contract
Samples: Loan Agreement (Akumin Inc.)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that:
(Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a LenderFund, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (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) shall not be less than $5,000,000, unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Loan or the Commitment assigned;
(Ciii) any assignment of a Revolving Credit Commitment must be approved by the Administrative Agent and the Issuing Banks Lender unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Revolving Credit Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(Div) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.45.8, 5.65.9, 5.10, 5.11 and 11.4 14.3 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section.
Appears in 1 contract
Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) of this Section, any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans and LC Disbursements at the time owing to it) to one or more NAIC Approved Banks (or to any other Person whose obligations in respect of Letters of Credit shall be confirmed by a NAIC Approved Bank) with the prior written consent (such consent not to be unreasonably withheld) of:
(A) the Company, provided that no consent of the Company shall be required for an assignment to a Lender, an Affiliate of a Lender or, if an Event of Default under clause (a), (b), (f) or (g) of Article VIII has occurred and is continuing, any other assignee; and provided thatfurther that the Company shall be deemed to have consented to any such assignment unless the Company shall object thereto by written notice to the Administrative Agent within 10 Business Days after having received a written request for such consent;
(B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment to a Lender or an Affiliate of a Lender; and
(C) the Issuing Lender with respect to Participated Letters of Credit.
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a assignment of the entire remaining amount of the assigning Lender’s Commitment, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (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 DateAgent) shall not be less than $5,000,000, 5,000,000 unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Company and the Administrative Agent andotherwise consent, so long as provided that no Default or such consent of the Company shall be required if an Event of Default under clause (a), (b), (f) or (g) of Article VIII has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Loan or the Commitment assignedAgreement;
(C) any assignment of a Commitment must be approved by the Administrative Agent and the Issuing Banks unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment, and 3,500; and
(D) the Eligible Assigneeassignee, if it shall not be a Lender, shall deliver an Administrative Questionnaire to the Administrative Agent an Administrative Questionnaire. (with a copy to the Company).
(iii) Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (cb)(v) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits and subject to the limitations of Sections 5.42.17, 5.62.18, 2.19 and 11.4 with respect to facts and circumstances occurring prior to the effective date of such assignment10.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph Section 10.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (dc) of this Section.
(iv) Reserved.
(v) The Administrative Agent, acting for this purpose as an agent of the Company, shall maintain at one of its offices in New York City a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, the Commitment of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Company, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Company and any Lender, at any reasonable time and from time to time upon reasonable prior notice.
(vi) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b)(ii)(C) of this Section and any written consent to such assignment required by paragraph (b)(i) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.
Appears in 1 contract
Samples: Credit Agreement (Xl Group PLC)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that:
(Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender's ’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, 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) , shall not be less than $5,000,000, in any case, treating assignments to two or more Approved Funds under common management as one assignment for purposes of the minimum amounts; unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent consents (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (510) Business Days after the date written having received notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Daythereof;
(Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Loan Loans or the Commitment assigned, except that this clause (ii) shall not apply to rights in respect of Swing Line Loans;
(Ciii) any assignment of a Commitment must be approved by the Administrative Agent Agent, the Swing Line Lender and the Issuing Banks L/C Issuers unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee), such consent not to be unreasonably withheld or delayed; and
(D1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment3,500; provided, however, that such processing and recordation fee shall be waived by the Administrative Agent in connection with any assignment to an Approved Fund, and (2) the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.43.01, 5.63.04, 3.05, and 11.4 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph subsection (d) of this Section. The Administrative Agent shall use reasonable efforts to notify the Borrower of any assignment hereunder promptly after the occurrence thereof; provided, however, that the failure of the Administrative Agent to so notify the Borrower shall not result in any liability for the Administrative Agent.
Appears in 1 contract
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that
(Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender's ’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (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) shall not be less than $5,000,000, 5,000,000 in the case of any assignment in respect of the Revolving Credit Facility or $1,000,000 in the case of any assignment of the Term Loan Facility (in each case aggregating concurrent assignments to or by two or more Affiliated Approved Funds for the purposes of determining such minimum amount) unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, thereof or to an Approved Fund, in which case no minimum amount shall apply, or (B) with the consent of each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent consents (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned;
(Ciii) any assignment of a Revolving Credit Commitment must be approved by the Administrative Agent Agent, the Swingline Lender and the Issuing Banks Lender unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Revolving Credit Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(Div) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided that only one such processing and recordation fee shall be required in connection with concurrent assignments to or by two or more Affiliated Approved Funds. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.45.9, 5.65.10, 5.11 and 11.4 14.3 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section.
Appears in 1 contract
Samples: Credit Agreement (PAS, Inc.)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations) at the time owing to it); provided that
PROVIDED that (Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, 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) , shall not be less than $5,000,000, 2,500,000 unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent consents (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Loan Loans or the Commitment assigned
; (Ciii) any assignment of a Commitment must be approved by the Administrative Agent and the Issuing Banks L/C Issuer unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
and (Div) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the 47 Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.4SECTIONS 3.01, 5.63.04, 3.05, and 11.4 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph subsection (d) of this Section.
Appears in 1 contract
Assignments by Lenders. Any (i) Subject to the conditions set forth in Section 11.04(b)(ii) below, any Lender may at any time assign to one or more Eligible Assignees Persons (other than an Ineligible Institution) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); ) with the prior written consent (such consent not to be unreasonably withheld) of Administrative Agent, provided thatthat no consent of Administrative Agent shall be required for (A) an assignment of any Commitment to an assignee that is a Lender with a Commitment immediately prior to giving effect to such assignment or (B) an Eligible Assignee.
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the or Loans of the assigning Lender subject to each such assignment (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 DateAgent) shall not be less than $5,000,000, 5,000,000 unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent andotherwise consents, so long as provided that no Default or Event such consent of Borrower shall be required if a Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Loan or the Commitment assignedAgreement;
(C) any assignment of a Commitment must be approved by the Administrative Agent and the Issuing Banks unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment, and [****]4*;
(D) the Eligible Assigneeassignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject Questionnaire in which the assignee designates one or more Credit Contacts to acceptance and recording thereof by the Administrative Agent pursuant to paragraph whom all syndicate-level information (c) of this Sectionwhich may contain material non-public information about Borrower, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreementany Guarantor, and the assigning Lender thereunder shall, to the extent of the interest assigned by their Related Parties or their respective securities) will be made available and who may receive such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.4, 5.6, and 11.4 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations information in accordance with paragraph the assignee’s compliance procedures and applicable laws, including Federal and state securities laws;
(dE) any assignment by a Senior First Lien Lender of this Sectionan interest in the Senior First Lien Loans to a Second Lien Lender or a Subordinated Lender shall require the consent of the Required Senior First Lien Lenders (excluding the transferring Senior First Lien Lender); and any assignment by Senior Second Lien Lender of an interest in the Senior Second Lien Loans to a Subordinated Lender shall require the consent of the Required Senior Second Lien Lenders (excluding the transferring Senior Second Lien Lender);
(F) if and so long as the Contract of Sale limits the number of assignments by the Lenders, the assignment so permitted shall be allocated among original Lenders as follows: two to JPMorgan Chase Bank, N.A., two to Special Situations Investing Group II, LLC, and one to Varian Medical Systems International AG.
Appears in 1 contract
Samples: Loan and Security Agreement (Varian Medical Systems Inc)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that
(Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender's ’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (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) shall not be less than $5,000,000, unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Loan Loans or the Commitment assigned;
(Ciii) any assignment (A) the consent of a Commitment must be approved by the Administrative Agent and (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Issuing Banks unless the Credit Facility if such assignment is to a Person that is the proposed assignee is itself not a Lender, an Affiliate of such Lender or an Affiliate Approved Fund with respect to such Lender, (B) the consent of a each Issuing Lender with a Commitment (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding) and (C) the proposed assignee would otherwise qualify as an Eligible Assignee)consent - of the Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Credit Facility; and
(Div) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.4Section 4.8, 5.6Section 4.9, Section 4.10, Section 4.11 and 11.4 Section 14.3 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section.
Appears in 1 contract
Samples: Credit Agreement (Bowater Inc)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in LC Obligations and Swing Line Loans) at the time owing to it); provided that:
(i) except (A) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment ’s Commitments, if any, and the Loans at the time owing to it it, or (B) in the case of an assignment to a Lender or an Affiliate and the assigning Lender retains a Commitment of a Lender or an Approved Fund with respect to a Lender$5,000,000, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative relevant Agent or, if "“Trade Date" ” is specified in the Assignment and Assumption, as of the Trade Date) , shall not be less than $5,000,000, unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative relevant Agent and, so long as no Default or Event of Default has occurred and is continuing, the US Borrower otherwise consent consents (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Loan Loans or the Commitment assigned, any assignment of a Lender’s US Commitment that may be allocated in whole or in part to the Canadian Allocated Total Commitment shall include a proportionate assignment by such Lender (or its affiliate) of such allocable amount, and no assignment of a Canadian Lender’s Canadian Commitment shall be made unless a proportionate assignment of such Lender’s (or its affiliate’s) US Commitment is also assigned, except that this clause (ii) shall not apply to rights of the Swing Line Lender in respect of Swing Line Loans;
(Ciii) any assignment of a Commitment must be approved by the Administrative Agent relevant Agent, LC Issuer and the Issuing Banks Swing Line Lender unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(Div) the parties to each assignment shall execute and deliver to the Administrative relevant Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee payable by such assignor Lender (and not at Borrower’s expense) of $3,500 for each assignment3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative relevant Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative relevant Agent pursuant to paragraph subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.43.2, 5.63.3, 3.6 and 11.4 3.7 and Section 10.4 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, each applicable Borrower (at its expense), as applicable, shall execute and deliver a Note to the assignee Lender against receipt by such Borrower of the canceled original Note of the assignor, if its entire Commitment was assigned, or evidence that such assignor’s Note is marked to reflect its reduction.. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph subsection (d) of this Section. Each Eligible Assignee of a US Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for Federal income tax purposes, must (to the extent it has not already done so) provide Administrative Agent and US Borrower with the “Prescribed Forms” referred to in Section 3.7(d). Each Eligible Assignee of a Canadian Lender must be a financial institution that is (i) not a non-resident of Canada for the purposes of the Income Tax Act (Canada) or (ii) an “authorized foreign bank” as defined in section 2 of the Bank Act (Canada) and in subsection 248(1) of the Income Tax Act (Canada), that is not subject to the restrictions and requirements referred to in subsection 524(2) of the Bank Act (Canada) and which will receive all amounts paid or credited to it under its Canadian Loans and Canadian Note in respect of its “Canadian banking business” for the purposes of paragraph 212(13.3)(a) of the Income Tax Act (Canada). Any purported assignment by a Canadian Lender to an assignee failing to satisfy the foregoing conditions shall be null and void on its face.
Appears in 1 contract
Assignments by Lenders. Any (i) Subject to the conditions set forth in Section 10.04(b)(ii) below, and subject to the provisions of Section 10.12 below, any Lender may may, at any time de minimus cost to Borrower or Guarantor (but in no event shall either bear Administrative Agent’s or Lenders’ costs except such costs incurred during the existence of a Default or they otherwise agree in writing), assign to one or more Eligible Assignees Persons (other than an Ineligible Institution) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld, provided that it would be reasonable for Borrower to withhold consent to assignment if such assignment could cause a termination of any Swap Agreement pertaining to the Loan or could result in additional taxes payable by Borrower or Guarantor) of:
(A) Borrower, provided that Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within 10 Business Days after having received notice thereof, and provided further that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund (unless such assignment to an Affiliate of a Lender or an Approved Fund would result in additional taxes payable by Borrower or Guarantor or if such assignment could cause a termination of any Swap Agreement), or, if a Default has occurred and is continuing, any other assignee; and
(B) Administrative Agent, provided thatthat no consent of Administrative Agent shall be required for an assignment of any Commitment to an assignee that is a Lender (other than a Lender that is a Defaulting Lender) with a Commitment immediately prior to giving effect to such assignment.
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the or Loans of the assigning Lender subject to each such assignment (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 DateAgent) shall not be less than $5,000,000, 5,000,000 unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Borrower and Administrative Agent andotherwise consent, so long as provided that no Default or Event such consent of Borrower shall be required if a Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Loan or the Commitment assignedAgreement;
(C) any assignment of a Commitment must be approved by the Administrative Agent and the Issuing Banks unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(D) the parties to each assignment shall execute and deliver to the Administrative Agent Agent, (x) an Assignment and Assumption, together withor (y) to the extent applicable, except in the case of an assignment agreement incorporating an Assignment and Assumption by reference pursuant to a Lender or an Affiliate of a Lender or an Approved Fund Platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, together with respect to a Lender, a processing and recordation fee of $3,500 for each assignment, and 3,500; and
(D) the Eligible Assigneeassignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject Questionnaire in which the assignee designates one or more credit contacts to acceptance and recording thereof by the Administrative Agent pursuant to paragraph whom all syndicate-level information (c) of this Section, from and after the effective date specified in each Assignment and Assumptionwhich may contain material non-public information about Borrower, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this AgreementGuarantor, and the assigning Lender thereunder shall, to the extent of the interest assigned by their Related Parties or their respective securities) will be made available and who may receive such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.4, 5.6, and 11.4 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations information in accordance with paragraph (d) of this Sectionthe assignee’s compliance procedures and applicable laws, including Federal and state securities laws.
Appears in 1 contract
Samples: Term Loan and Security Agreement (KBS Growth & Income REIT, Inc.)
Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) below, any US Lender may at any time assign to one or more assignees who is an Eligible Assignees Assignee all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:
(A) except US Borrower; provided that no consent of US Borrower shall be required for an assignment to a US Lender Party or an Affiliate of a US Lender Party, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that US Borrower shall be deemed to have consented to any assignment requiring its consent unless it shall object thereto by written notice within seven (7) Business Days after having received notice thereof;
(B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment; and
(C) the Swingline Lenders.
(ii) Assignments in respect of US Commitments and US Loans shall be subject to the following additional conditions:
(A) Except in the case of an assignment of the entire remaining amount of the assigning US Lender's ’s US Commitment and the US Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the US Commitment (which for this purpose includes US Loans outstanding thereunder) or, if the applicable US Commitment is not then in effect, the principal outstanding balance of the US Loans of the assigning US Lender subject to each such assignment (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) shall not be less than $5,000,000US$10.0 million, in the case of any assignment in respect of US Revolving Loans or US Revolving Commitments, unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Event of Default with respect to US Borrower has occurred and is continuing, the US Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning US Lender's ’s rights and obligations under this Agreement with respect to the US Loan or the US Commitment assigned
, except that this clause (Cii) shall not prohibit any assignment US Lender from assigning all or a portion of its rights and obligations among separate tranches on a Commitment must be approved by the Administrative Agent and the Issuing Banks unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee)non-pro rata basis; and
(DC) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $US$3,500 for each assignment(provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any Assignment), and the Eligible Assignee, if it shall not be a US Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this SectionSection 14.04, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a US Lender under this Agreement, and the assigning US Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning US Lender's ’s rights and obligations under this Agreement, such US Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.4Section 2.13, 5.62.14, 2.18 and 11.4 14.03 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a US Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this SectionSection 14.04(d).
Appears in 1 contract
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that
(Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender's ’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (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) shall not be less than $5,000,000, unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) unless each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five ten (510) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth tenth (5th10th) Business Day;
(Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned;
(Ciii) any assignment of a Commitment must be approved by the Administrative Agent and, in the case of an assignment in respect of the Revolving Credit Facility, the Swingline Lender and the Issuing Banks Lender, unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(Div) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.44.8, 5.64.9, 4.10, 4.11 and 11.4 13.3 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section.
Appears in 1 contract
Samples: Credit Agreement (Blackbaud Inc)
Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it)) with the prior written consent (such consent not to be unreasonably withheld or delayed) of (A) the Borrower; provided thatthat no consent of the Borrower shall be required (1) for an assignment and delegation to a Lender, an Affiliate of a Lender or an Approved Fund and (2) if an Event of Default has occurred and is continuing, for any assignment and delegation; provided further that the Borrower shall be deemed to have consented to any such assignment and delegation unless it shall have objected thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof, (B) the Administrative Agent, (C) each Issuing Bank and (D) each Swingline Lender.
(ii) Assignments and delegations shall be subject to the following additional conditions: (A) except in the case of an assignment and delegation to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment and delegation of the entire remaining amount of the assigning Lender's ’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a LenderLoans, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the or Loans of the assigning Lender subject to each such assignment and delegation (determined as of the trade date specified in the Assignment and Assumption with respect to such assignment and delegation or, if no trade date is so specified, as of the date the Assignment and Assumption with respect to such assignment and delegation is delivered to the Administrative Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade DateAgent) shall not be less than $5,000,0001,000,000, unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Borrower and the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent consents (each such consent not to be unreasonably withheld or delayed); provided that no such consent of the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof required if an Event of Default has been delivered by the assigning Lender (through the Administrative Agent) unless such consent occurred and is expressly refused by the Borrower prior to such fifth (5th) Business Day;
continuing, (B) each partial assignment and delegation shall be made as an assignment and delegation of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned
Agreement, (C) any assignment of a Commitment must be approved by the Administrative Agent and the Issuing Banks unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(D) the parties to each assignment and delegation shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment3,500; provided that (1) only one such processing and recordation fee shall be payable in the event of simultaneous assignments and delegations from any Lender or its Approved Funds to one or more other Approved Funds of such Lender and (2) with respect to any assignment and delegation pursuant to Section 2.18(b) or 9.02(c), the parties hereto agree that such assignment and delegation may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee and that the Lender required to make such assignment and delegation need not be a party thereto, and (D) the Eligible Assigneeassignee, if it shall not be a Lender, shall deliver to the Administrative Agent any tax forms required by Section 2.16(f) and an Administrative Questionnaire. Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain MNPI) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable law, including Federal, State and foreign securities laws.
(iii) Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (cb)(v) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned and delegated by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned and delegated by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 5.4, 5.6, (and 11.4 with respect to facts and circumstances occurring prior subject to the effective date of obligations and limitations of) Sections 2.14, 2.15, 2.16 and 9.03 and to any fees payable hereunder that have accrued for such assignmentLender’s account but have not yet been paid). Any assignment assignment, delegation or other transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph Section shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 9.04(c).
(iv) The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and, as to entries pertaining to it, any Issuing Bank or any Lender, at any reasonable time and from time to time upon reasonable prior notice.
(v) Upon receipt by the Administrative Agent of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire and any tax forms required by Section 2.16(f) (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (db)(ii) of this Section and any written consent to such assignment and delegation required by paragraph (b)(i) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that the Administrative Agent shall not be required to accept such Assignment and Assumption or so record the information contained therein if the Administrative Agent reasonably believes that such Assignment and Assumption lacks any written consent required by this Section or is otherwise not in proper form, it being acknowledged that the Administrative Agent shall have no duty or obligation (and shall incur no liability) with respect to obtaining (or confirming the receipt of) any such written consent or with respect to the form of (or any defect in) such Assignment and Assumption, any such duty and obligation being solely with the assigning Lender and the assignee. No assignment or delegation shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph and, following such recording, unless otherwise determined by the Administrative Agent (such determination to be made in the sole discretion of the Administrative Agent, which determination may be conditioned on the consent of the assigning Lender and the assignee), shall be effective notwithstanding any defect in the Assignment and Assumption relating thereto. Each assigning Lender and the assignee, by its execution and delivery of an Assignment and Assumption, shall be deemed to have represented to the Administrative Agent that all written consents required by this Section with respect thereto (other than the consent of the Administrative Agent) have been obtained and that such Assignment and Assumption is otherwise duly completed and in proper form, and each assignee, by its execution and delivery of an Assignment and Assumption, shall be deemed to have represented to the assigning Lender and the Administrative Agent that such assignee is an Eligible Assignee.
(vi) The words “execution”, “signed”, “signature” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as applicable, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act or any other similar State laws based on the Uniform Electronic Transactions Act.
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Samples: Credit Agreement (Comtech Telecommunications Corp /De/)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that:
(Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender's ’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a LenderFund, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (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) shall not be less than $5,000,0002,500,000, unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned;
(Ciii) any assignment of a Revolving Credit Commitment must be approved by the Administrative Agent and the Issuing Banks Lender unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Revolving Credit Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(Div) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.45.8, 5.65.9, 5.10, 5.11 and 11.4 14.3 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section.
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Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that
(Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (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) shall not be less than $5,000,0002,500,000, in the case of any assignment in respect of the Revolving Credit Facility, or $1,000,000 (or otherwise agreed by the Administrative Agent and the Borrower), in the case of any assignment in respect of the Incremental Term Loan Facility, unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or (with respect to any Incremental Term Loan) to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Loan or the Commitment assigned;
(Ciii) subject to subclause (i) above in connection with the approval of the Borrower, any assignment of a Revolving Credit Commitment must also be approved by the Administrative Agent Agent, the Swingline Lender and the Issuing Banks Lender unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Revolving Credit Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(Div) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.45.8, 5.65.9, 5.10, 5.11 and 11.4 14.3 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section.
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Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in LC Obligations) at the time owing to it); provided that
(A) , except in the case of an assignment of the entire remaining amount of the assigning Lender's ’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, 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) shall not be less than $5,000,000, 5,000,000 unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent consents (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(Bi) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Loan Loans or the Commitment assigned;
(Cii) any assignment of a Commitment must be approved by the Administrative Agent Agent, the Swingline Lender and the Issuing Banks unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment LC Issuer (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(Diii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment3,500, which the Administrative Agent may waive in its sole discretion, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative QuestionnaireQuestionnaire and any tax forms required under Section 3.01(e), but no processing and recordation fee may be charged with respect to any assignment to a Lender or an Affiliate of a Lender. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.43.01, 5.63.04, 3.05, and 11.4 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph subsection (d) of this Section.
Appears in 1 contract
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that
(Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender's ’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if "a “Trade Date" ” is specified in the Assignment and Assumption, as of the Trade Date) , shall not be less than $5,000,000, 5,000,000 unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Designated Event of Default has occurred and is continuing, the Borrower otherwise consent consents (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Credit Agreement with respect to the Loan Loans or the Commitment assigned, it being understood that non-pro rata assignments of or among any of the Commitments and Loans are not permitted;
(Ciii) any assignment of a Commitment or Loan must be approved by (x) the Administrative Agent and each Issuing Lender (such consent not to be unreasonably withheld or delayed), and (y) the Issuing Banks unless Borrower, so long as no Designated Event of Default has occurred and is continuing and solely if the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee pursuant to clause (v) of the definition of “Eligible Assignee” (such consent not to be unreasonably withheld or delayed); and;
(Div) the parties to each assignment shall execute and deliver to so long as RBS is the Administrative Agent an Assignment Agent, any assignment by RBS or any of its Affiliates of all or a portion of its Commitments or Loans that would result in RBS and Assumption, together with, except its Affiliates holding in aggregate the case lesser of an assignment to a Lender or an Affiliate (x) twenty percent (20%) of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment, and the Eligible AssigneeAggregate Commitments or, if it shall the Commitments are not be a Lenderthen in effect, the aggregate Loans outstanding and (y) $20,000,000 of the Aggregate Commitments or, if the Commitments are not then in effect, the aggregate Loans outstanding, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance require, so long as no Default or Event of Default has occurred and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumptionis continuing, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent consent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this AgreementBorrower, such Lender shall cease consent not to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.4, 5.6, and 11.4 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment unreasonably withheld or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section.delayed;
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Assignments by Lenders. Any No Lender may shall at any time sell, transfer, or assign to one or more Eligible Assignees all or a any portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that
(A) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (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) shall not be less than $5,000,000, unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent Loan (each such consent not interest so disposed of being herein called a "Transferred Interest") to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Loan or the Commitment assigned
(C) any assignment of a Commitment must be approved by the Administrative Agent and the Issuing Banks unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as other than an Eligible AssigneeAssignee (hereinafter called a "Transferee"); and
(D) the . The parties to each any such assignment shall execute and deliver to the Administrative Agent Agent, for its acceptance, an "Assignment and AssumptionAcceptance Agreement" substantially in the form attached hereto as Exhibit E, together withwith a processing fee of Five Thousand Dollars ($5,000) and such forms, except in the case of an assignment to a Lender certificates or an Affiliate of a Lender or an Approved Fund other evidence, if any, with respect to a Lender, a processing federal income tax withholding matters as the assignee under such Assignment and recordation fee of $3,500 for each assignment, and the Eligible Assignee, if it shall not Acceptance Agreement may be a Lender, shall required to deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Sectionhereto. Upon such execution, delivery and acceptance from and after the effective date specified in each such Assignment and AssumptionAcceptance Agreement, (A) the Eligible Assignee assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest that rights and obligations hereunder have been assigned by to it pursuant to such Assignment and AssumptionAcceptance Agreement, shall have the rights and obligations of a Lender under this Agreement, hereunder and (B) the assigning Lender thereunder shall, to the extent of the interest that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AssumptionAcceptance Agreement, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance Agreement covering all or the remaining portion of the an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but ). If any such assignment occurs after the issuance of the initial Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Note to Administrative Agent for cancellation, and thereupon Borrower shall continue to be entitled issue new Replacement Notes if so requested by Administrative Agent, the assignee and/or the assigning Lender, to the benefits of Sections 5.4, 5.6, and 11.4 with respect to facts and circumstances occurring prior assignee and/or to the effective date assigning Lender to reflect the outstanding portion of such assignment. Any assignment or transfer by a Lender the Loan and Loan Commitment of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section.the assignee and/or the assigning
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Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that
(Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender's ’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, 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) , shall not be less than $5,000,000, 5,000,000 unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent consents (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Loan Loans or the Commitment assigned;
(Ciii) any assignment of a Commitment must be approved by the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Issuing Banks Borrower (such consents not be unreasonably withheld or delayed), unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(Div) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this SectionSection 10.06(c), from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.43.01, 5.63.04, 3.05 and 11.4 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph Section 10.06(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this SectionSection 10.06(d).
Appears in 1 contract
Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it)) with the prior written consent (such consent not to be unreasonably withheld or delayed) of (A) the Borrower; provided thatthat no consent of the Borrower shall be required (1) for an assignment and delegation to a Lender, an Affiliate of a Lender or an Approved Fund, (2) for an assignment and delegation by any Initial Lender following the Effective Date to any assignees identified to the Borrower prior to the Effective Date in connection with the primary syndication of the Commitments or the Loans or (3) if an Event of Default has occurred and is continuing, for any other assignment and delegation; provided further that the Borrower shall be deemed to have consented to any such assignment and delegation unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof, and (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment and delegation of all or any portion of a Loan to a Lender, an Affiliate of a Lender or an Approved Fund.
(ii) Assignments and delegations shall be subject to the following additional conditions: (A) except in the case of an assignment and delegation to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment and delegation of the entire remaining amount of the assigning Lender's ’s Commitment and the or Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lenderany Class, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the or Loans of the assigning Lender subject to each such assignment and delegation (determined as of the trade date specified in the Assignment and Assumption with respect to such assignment and delegation or, if no trade date is so specified, as of the date the Assignment and Assumption with respect to such assignment and delegation is delivered to the Administrative Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade DateAgent) shall not be less than $5,000,0001,000,000, unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Borrower and the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent consents (each such consent not to be unreasonably withheld or delayed); provided that no such consent of the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof required if an Event of Default has been delivered by the assigning Lender (through the Administrative Agent) unless such consent occurred and is expressly refused by the Borrower prior to such fifth (5th) Business Day;
continuing, (B) each partial assignment and delegation shall be made as an assignment and delegation of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with Agreement, provided that this clause (B) shall not be construed to prohibit the assignment and delegation of a proportionate part of all the assigning Lender’s rights and obligations in respect to the Loan of one Class of Commitments or the Commitment assigned
Loans, (C) any assignment of a Commitment must be approved by the Administrative Agent and the Issuing Banks unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(D) the parties to each assignment and delegation shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 (except for each assignmentassignments made pursuant to Section 9.04(b)(i)(A)(2)); provided that (1) only one such processing and recordation fee shall be payable in the event of simultaneous assignments and delegations from any Lender or its Approved Funds to one or more other Approved Funds of such Lender and (2) with respect to any assignment and delegation pursuant to Section 2.19(b) or 9.02(c), the parties hereto agree that such assignment and delegation may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee and that the Lender required to make such assignment and delegation need not be a party thereto, and (D) the Eligible Assigneeassignee, if it shall not be a Lender, shall (1) deliver to the Administrative Agent and to the Borrower any tax forms required by Section 2.17(f) and (2) to the Administrative Agent an Administrative Questionnaire. Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain MNPI) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable law, including Federal, State and foreign securities laws.
(iii) Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (cb)(v) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned and delegated by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned and delegated by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 5.4, 5.6, (and 11.4 with respect to facts and circumstances occurring prior subject to the effective date of obligations and limitations of) Sections 2.15, 2.16, 2.17 and 9.03 and to any fees payable hereunder that have accrued for such assignmentLender’s account but have not yet been paid). Any assignment assignment, delegation or other transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph Section shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 9.04(c).
(iv) The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and Holdings, the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and, as to entries pertaining to it or any Lender, at any reasonable time and from time to time upon reasonable prior notice.
(v) Upon receipt by the Administrative Agent of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire and any tax forms required by Section 2.17(f) (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (db) of this Section and any written consent to such assignment and delegation required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that the Administrative Agent shall not be required to accept such Assignment and Assumption or so record the information contained therein if the Administrative Agent reasonably believes that such Assignment and Assumption lacks any written consent required by this Section or is otherwise not in proper form, it being acknowledged that the Administrative Agent shall have no duty or obligation (and shall incur no liability) with respect to obtaining (or confirming the receipt) of any such written consent or with respect to the form of (or any defect in) such Assignment and Assumption, any such duty and obligation being solely with the assigning Lender and the assignee. No assignment or delegation shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph and, following such recording, shall be effective notwithstanding any defect in the Assignment and Assumption relating thereto. Each assigning Lender and the assignee, by its execution and delivery of an Assignment and Assumption, shall be deemed to have represented to the Administrative Agent that all written consents required by this Section with respect thereto (other than the consent of the Administrative Agent) have been obtained and that such Assignment and Assumption is otherwise duly completed and in proper form, and each assignee, by its execution and delivery of an Assignment and Assumption, shall be deemed to have represented to the assigning Lender and the Administrative Agent that such assignee is an Eligible Assignee.
(vi) The words “execution”, “signed”, “signature” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as applicable, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act or any other similar State laws based on the Uniform Electronic Transactions Act.
Appears in 1 contract
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that
(Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, 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) , shall not be less than $5,000,000, 5,000,000 unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent consents (each such consent not to be unreasonably withheld or delayed); provided that delayed and the Borrower shall be deemed to have given its consent consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after the date having received written notice thereof thereof); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Daymet;
(Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Credit Agreement with respect to the Loan Loans or the Commitment assigned;
(Ciii) any assignment of a Commitment must be approved by the Administrative Agent and the Issuing Banks Agent, unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(Div) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignmentin the amount, if any, required as set forth in Schedule 11.3, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Credit Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Credit Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Credit Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.43.9, 5.63.12, 3.13, 3.14, and 11.4 11.5(b) with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Credit Agreement that does not comply with this paragraph subsection shall be treated for purposes of this Credit Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph subsection (d) of this Section.
Appears in 1 contract
Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of:
(A) the Borrower, provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default under clause (a), (b), (h) or (i) of Article VIII has occurred and is continuing, any other assignee; and
(B) the Administrative Agent, provided thatthat no consent of the Administrative Agent shall be required for an assignment of any Commitment to an assignee that is a Lender with a Commitment immediately prior to giving effect to such assignment. Credit Agreement
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a assignment of the entire remaining amount of the assigning Lender's Commitment or Loans, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the or Loans of the assigning Lender subject to each such assignment (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 DateAgent) shall not be less than $5,000,000, 5,000,000 unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Borrower and the Administrative Agent andotherwise consent, so long as provided that no Default or such consent of the Borrower shall be required if an Event of Default under clause (a), (b), (h) or (i) of Article VIII has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender's rights and obligations in respect to the Loan of its Commitment or the Commitment assignedLoans;
(C) any assignment of a Commitment must be approved by the Administrative Agent and the Issuing Banks unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment, and 3,500; and
(D) the Eligible Assigneeassignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.4, 5.6, and 11.4 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section.
Appears in 1 contract
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that
(Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (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) shall not be less than $5,000,000, unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Loan Loans or the Commitment assigned;
(Ciii) any assignment (A) the consent of a Commitment must be approved by the Administrative Agent and (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Issuing Banks unless the Credit Facility if such assignment is to a Person that is the proposed assignee is itself not a Lender, an Affiliate of such Lender or an Affiliate Approved Fund with respect to such Lender, (B) the consent of a each Issuing Lender with a Commitment (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding) and (C) the proposed assignee would otherwise qualify as an Eligible Assignee)consent of the Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Credit Facility; and
(Div) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.44.8, 5.64.9, 4.10, 4.11 and 11.4 14.3 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section.
Appears in 1 contract
Assignments by Lenders. Any Lender Subject to the following sentence, any of the Lenders may at any time assign to one or more Eligible Assignees Transferees (or, if an Event of Default has occurred and is continuing, to any Person) all or a portion of its their rights and obligations under this Agreement (including all or a portion of its the Commitment and the Loans at the time owing to it)) and the other Loan Documents; provided that
, to the extent that no Event of Default has occurred and is continuing (Ax) except in no such assignment may be made to an Ineligible Assignee and (y) the case prior written consent of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment Borrower (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (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) consent shall not be less than $5,000,000unreasonably withheld, conditioned or delayed) must be obtained; provided further that (i) unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent immediately following such assignment, “Majority Lenders” must remain comprised of Initial Lender and/or any other Affiliates of Oberland Capital Healthcare Master Fund II LP (each such consent not to be unreasonably withheld or delayed“Oberland”); provided that the Borrower , and (ii) Initial Lender shall be deemed to have given jointly and severally liable with its consent five assignee (5or assignees, in the case of more than one assignment by Initial Lender) Business Days after the date written notice thereof has been delivered by the assigning Lender (for such assignee Lender(s)’ Commitments through the Administrative Agent) unless last day of the Commitment Period. Notwithstanding the foregoing, no such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Loan or the Commitment assigned
(C) any assignment of a Commitment must be approved by the Administrative Agent and the Issuing Banks unless the Person that is the proposed assignee is itself a Lender or Borrower, an Affiliate of a Lender with a Commitment (whether Borrower, or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case any employees or directors of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative QuestionnaireBorrower at any time. Subject to acceptance and the recording thereof by the Administrative Agent pursuant to paragraph (c) of this SectionSection 15.05(d), from and after the effective date specified in each Assignment and AssumptionAcceptance, the Eligible Assignee assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender the Lenders under this AgreementAgreement and the other Loan Documents, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all of the assigning a Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) and the other Loan Documents but shall continue to be entitled to the benefits of Sections 5.4, 5.6, Article V and 11.4 with respect to facts and circumstances occurring prior to the effective date of such assignmentSection 15.03. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph Section 15.05(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this SectionSection 15.05(e).
Appears in 1 contract
Samples: Term Loan Agreement (Axogen, Inc.)
Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) of this Section, any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans and LC Disbursements at the time owing to it) to one or more NAIC Approved Banks (or to any other Person whose obligations in respect of Letters of Credit shall be confirmed by a NAIC Approved Bank) with the prior written consent (such consent not to be unreasonably withheld) of:
(A) the Account Parties, provided that no consent of any Account Party shall be required for an assignment to a Lender, an Affiliate of a Lender or, if an Event of Default under clause (a), (b), (g) or (h) of Article VIII has occurred and is continuing, any other assignee; and provided thatfurther that the Account Parties shall be deemed to have consented to any such assignment unless any Account Party shall object thereto by written notice to the Administrative Agent within 10 Business Days after having received a written request for such consent;
(B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment to a Lender or an Affiliate of a Lender; and
(C) the Issuing Lender with respect to Participated Letters of Credit.
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a assignment of the entire remaining amount of the assigning Lender’s Commitment, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (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 DateAgent) shall not be less than $5,000,000, 5,000,000 unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Account Parties and the Administrative Agent andotherwise consent, so long as provided that no Default or such consent of the Account Parties shall be required if an Event of Default under clause (a), (b), (g) or (h) of Article VIII has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Loan or the Commitment assignedAgreement;
(C) any assignment of a Commitment must be approved by the Administrative Agent and the Issuing Banks unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment, and 3,500; and
(D) the Eligible Assigneeassignee, if it shall not be a Lender, shall deliver an Administrative Questionnaire to the Administrative Agent an Administrative Questionnaire. (with a copy to XL Group).
(iii) Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (cb)(v) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits and subject to the limitations of Sections 5.42.17, 5.62.18, 2.19 and 11.4 with respect to facts and circumstances occurring prior to the effective date of such assignment10.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph Section 10.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (dc) of this Section.
(iv) 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 Administrative Agent and the Account Parties, the option to provide to the Account Parties all or any part of any Loan or LC Disbursement that such Granting Lender would otherwise be obligated to make to the Account Parties pursuant to Section 2.01, provided that (i) nothing herein shall constitute a commitment by any SPV to make any Loan or LC Disbursement, (ii) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan or LC Disbursement, the Granting Lender shall be obligated to make such Loan or LC Disbursement pursuant to the terms hereof and shall in any case remain responsible to the other parties for the performance of its obligations under the terms of this Agreement and shall remain the Lender for all purposes hereunder (including, without limitation, with respect to the rights and responsibilities to deliver all consents and waivers required or requested under this Agreement with respect to its SPV) and (iii) the Account Parties may bring any proceeding against either or both the Granting Lender or the SPV in order to enforce any rights of the Account Parties hereunder. The making of a Loan or LC Disbursement by an SPV hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan or LC Disbursement 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 Account Parties or the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loan or Letter of Credit to its Granting Lender or to any financial institutions (consented to by the Account Parties and the Administrative Agent) providing liquidity and/or credit support (if any) with respect to commercial paper issued by such SPV to fund such Loans and to issue such Letters of Credit and such SPV may disclose, on a confidential basis, confidential information with respect to any Account Party and its Subsidiaries to any rating agency, commercial paper dealer or provider of a surety, guarantee or credit liquidity enhancement to such SPV. Notwithstanding anything to the contrary in this Agreement, no SPV shall be entitled to any greater rights under Section 2.17 or Section 2.19 than its Granting Lender would have been entitled to absent the use of such SPV. This paragraph may not be amended without the consent of any SPV at the time holding Loans or LC Disbursements under this Agreement.
(v) The Administrative Agent, acting for this purpose as an agent of the Account Parties, shall maintain at one of its offices in New York City a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, the Commitment of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Account Parties, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by any Account Party and any Lender, at any reasonable time and from time to time upon reasonable prior notice.
(vi) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b)(ii)(C) of this Section and any written consent to such assignment required by paragraph (b)(i) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.
Appears in 1 contract
Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign to one or more Eligible Assignees assignees (other than (x) a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural person), (y) any Loan Party or any Affiliate or Subsidiary thereof, or (z) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a Subsidiary of a Defaulting Lender) all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans (including for purposes of this paragraph (b), participations in LC Obligations and in Swingline Loans) at the time owing to it); provided that) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:
(A) except Borrower; provided, that, (1) the consent of Borrower shall not be required for an assignment of a Term Loan, an Incremental Term Loan or a Replacement Term Loan; (2) the consent of Borrower shall not be required if a Specified Event of Default has occurred and is continuing; and (3) the consent of Borrower shall not be required for an assignment of any Revolving Commitment or any Revolving Loan to a Lender that is a Revolving Lender immediately prior to giving effect to such assignment, an Affiliate of such Revolving Lender or an Approved Fund of such Revolving Lender; provided, further, that, Borrower shall be deemed to have consented to any such assignment unless Borrower shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof;
(B) the Administrative Agent; provided, that, no consent of the Administrative Agent shall be required for an assignment of (1) any Revolving Commitment or any Revolving Loan to a Lender that is a Revolving Lender immediately prior to giving effect to such assignment, an Affiliate of such Revolving Lender or an Approved Fund with respect to such Revolving Lender or (2) all or any portion of a Term Loan, an Incremental Term Loan or a Replacement Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund; and
(C) each Issuing Bank and the Swingline Lender; provided, that, the consent of each Issuing Bank and the Swingline Lender shall not be required for an assignment of all or any portion of a Term Loan, an Incremental Term Loan or a Replacement Term Loan.
(ii) Assignments pursuant to Section 10.04(b)(i) shall be subject to the following additional conditions:
(A) in the case of an (x) any assignment of the entire remaining amount of the assigning Lender's ’s Commitment and under any facility and/or the Loans at the any time owing to it or (in each case with respect to any facility), (y) contemporaneous assignments to related Approved Funds (determined after giving effect to such assignments) that equal at least the amount specified in paragraph (ii)(B) below in the case of an aggregate, or (z) any assignment to a Lender or Lender, an Affiliate of a Lender or an Approved Fund with respect to a LenderFund, no minimum amount need be assigned;
(B) in any case not described in paragraph (ii)(A) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (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) shall not be less than $5,000,0005.0 million, in the case of any assignment in respect of Revolving Loans and/or Revolving Commitments, or $1.0 million, in the case of any assignment in respect of Term Loans, Incremental Term Loans or Replacement Term Loans, unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(BC) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement and the other Loan Documents with respect to the Loan or the Commitment assigned
, except that this paragraph (Cii)(C) shall not (1) apply to the Swingline Lender’s rights and obligations in respect of Swingline Loans, or (2) prohibit any assignment Lender from assigning all or a portion of its rights and obligations among separate tranches on a Commitment must be approved by the Administrative Agent and the Issuing Banks unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); andnon-pro rata basis;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each (provided, that, the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment), and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) without the prior written consent of the Administrative Agent, no assignment shall be made to Borrower or a prospective assignee that bears a relationship to Borrower described in Section 108(e)(4) of the Code. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (I) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, any Issuing Bank or any Lender hereunder (and interest accrued thereon) and (II) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swingline Loans in accordance with its Pro Rata Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this SectionSection 10.04, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 5.42.12, 5.62.13, 2.15 and 11.4 10.03 with respect to facts and circumstances occurring prior to the effective date of such assignment); provided, that, except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this SectionSection 10.04(d).
Appears in 1 contract
Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign to one or more Eligible Assignees assignees (other than a natural person) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:
(A) the Company, provided that no consent of the Company shall be required (i) for an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or (ii) if an Event of Default under clause (a), (g) or (h) of Article VII has occurred and is continuing, for an assignment to any other Person; provided, further, that the Company shall be deemed to have consented to any such assignment unless the Company shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof;
(B) the Administrative Agent; provided thatthat no consent of the Administrative Agent shall be required for an assignment to a Lender, an Affiliate of a Lender or an Approved Fund; and
(C) each Issuing Lender; provided that no consent of any Issuing Lender shall be required for an assignment to a Lender, an Affiliate of a Lender or an Approved Fund.
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the or Loans of the assigning Lender subject to each such assignment (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 DateAgent) shall not be less than $5,000,000, 5,000,000 unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Company and the Administrative Agent and, so long as otherwise consent; provided that no Default or such consent of the Company shall be required if an Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Loan or the Commitment assignedAgreement;
(C) any assignment of a Commitment must be approved by the Administrative Agent and the Issuing Banks unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment3,500, and provided that assignments made pursuant to Section 2.19(b) or 10.02(d) shall not require the Eligible Assigneesignature of the assigning Lender to become effective; and
(D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. 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 the Company, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including federal, provincial, territorial and state securities laws.
(iii) Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph paragraphs (cb)(iv) and (b)(v) of this Section, from and after the effective date specified in each Assignment and Assumption, Assumption the Eligible Assignee assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 5.42.15, 5.62.16, 2.17 and 11.4 with respect to facts and circumstances occurring prior to the effective date of such assignment10.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph Section 10.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (dc) of this Section.
(iv) The Administrative Agent, acting for this purpose as an agent of each Borrower, shall maintain at one of its offices in New York City a copy of each Assignment and Assumption delivered to it and a register for the recordation of (w) the names and addresses of the Lenders, (x) the designation of any Lender as an Issuing Lender, (y) the Commitment of, and outstanding principal amount of each Loan made by, each Lender and (z) the outstanding amount of each Letter of Credit issued by, and of each unreimbursed LC Disbursement made by, each Issuing Lender (together with a notation of each Lender’s participation therein pursuant to Section 2.06(e)), in all cases pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Loan Parties, the Administrative Agent, the Issuing Lender and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as an Issuing Lender or a Lender, as the case shall be, hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Loan Parties, any Issuing Lender and any Lender, at any reasonable time and from time to time upon reasonable prior notice.
(v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in this paragraph (b) and any written consent to such assignment required by this paragraph (b), the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.06(e), 2.06(f), 2.07(b), 2.18(d) or 10.03(c), the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.
Appears in 1 contract
Samples: Credit Agreement (Brunswick Corp)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that
(Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, 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) , shall not be less than $5,000,000, 5,000,000 unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower Agent otherwise consent consents (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Loan Loans or the Commitment assigned;
(Ciii) any assignment of a Commitment must be approved by the Administrative Agent and the Issuing Banks unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and;
(Div) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. a questionnaire in the form provided by the Agent;
(v) so long as no Default or Event of Default has occurred and continuing, there shall be no more than three (3) Lenders party to the Credit Agreement at any time without the consent of the Borrower Agent (such consent not to be unreasonably withheld or delayed); and
(vi) after giving effect to any such assignment no Lender will hold exactly 50% of the Commitments.. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.43.5, 5.6, 5.2 and 11.4 13.6 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, each Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph subsection (d) of this Section.
Appears in 1 contract
Assignments by Lenders. Any (i) Each Lender may at assign any time assign to one or more Eligible Assignees all or a portion of its rights Loans, its Note and obligations under this Agreement (including all or a portion of its Commitment and (but only with the Loans at the time owing to itconsent of Administrative Agent); , provided that:
(A) except to the extent Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an Affiliate of a Lender) shall be in the case of an assignment of amount at least equal to $5,000,000 or, if less, the entire remaining amount of the assigning Lender's ’s Loans and Commitment;
(B) each such assignment (including an assignment to another Lender or an Affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans and Commitment is assigned to the respective assignee;
(C) upon execution and delivery by the assignee (even if already a Lender) to Borrower and Administrative Agent of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrument, and upon consent thereto by Administrative Agent to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Lender shall pay Administrative Agent a processing and recording fee of $3,500 and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assignee, if it is not already a Lender, shall deliver to Administrative Agent an Administrative Questionnaire;
(D) the consent of the L/C Issuer and the Swingline Lender shall be required for any assignment in respect of a Commitment; and
(E) the consent of Borrower (which consent shall not be unreasonably withheld or delayed) shall be required for any assignment unless (x) an Event of Default shall exist at the time owing to it of such assignment or in the case of an (y) such assignment is to a Lender or Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (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) shall not be less than $5,000,000, unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within seven (57) Business Days after having received notice thereof; and provided, further, that unless an Event of Default as described in Section 8.1(a), 8.1(i) or 8.1(j) exists, the date written notice thereof has been delivered by the assigning Lender consent of Borrower (through the Administrative Agentwhich consent shall not be unreasonably withheld or delayed) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Loan or the Commitment assigned
(C) required for any assignment of a Commitment must be approved by the Administrative Agent and the Issuing Banks unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect Competitor; provided that Borrower shall be deemed to a Lender, a processing and recordation fee of $3,500 for each assignment, and the Eligible Assignee, if have consented to any such assignment unless it shall not be a Lender, shall deliver object thereto by written notice to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph within seven (c7) of this Section, from Business Days after having received notice thereof.
(ii) From and after the effective date specified in each Assignment and Assumption, Assumption the Eligible Assignee assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 5.4Section 2.8.7, 5.6Section 2.12, Section 2.19, Section 4.24 and 11.4 Section 4.25); provided, however, that in no event shall such assigning Lender be released with respect to facts and circumstances occurring any defaults by or liabilities of such Lender under the Loan Documents which accrued prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph Section 10.1(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph Section 10.1(e).
(diii) The words “execution,” “signed,” “signature,” and words of this Sectionlike import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
Appears in 1 contract
Samples: Loan Agreement (GTJ REIT, Inc.)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in Swing Line Loans) at the time owing to it); provided that:
(Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender's ’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund (as defined in subsection (g) of this Section) with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, 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) , shall not be less than $5,000,000, 5,000,000 unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent consents (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Loan Loans or the Commitment assigned, except that this clause (ii) shall not apply to rights in respect of the Swing Line Lender’s rights and obligations in respect of Swing Line Loans;
(Ciii) any assignment of a Commitment must be approved by the Administrative Agent and the Issuing Banks unless the Person that is the proposed assignee is itself a Swing Line Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee) (such consent not to be unreasonably withheld), except that such approval shall not be required if there are no Swing Line Loans outstanding and the commitment of the Swing Line Lender to make Swing Line Loans has terminated; and
(Div) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment(provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee), and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 5.43.01, 5.63.04, 3.05, and 11.4 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph subsection (d) of this Section.
Appears in 1 contract
Samples: 364 Day Revolving Credit Agreement (Oneok Inc /New/)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that
(Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender's ’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, 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) , and after giving effect to such assignment, shall not be less than $5,000,000, 5,000,000 unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent consents (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five ;
(5ii) Business Days after the date written notice thereof has been delivered unless otherwise approved by the assigning Lender (through the Administrative Agent) , such assignee shall acquire an interest in the Loans of not less than $5,000,000 or such amount plus a whole multiple of $1,000,000 in excess thereof, unless such consent assignee is expressly refused by acquiring all of the Borrower prior to such fifth (5th) Business Dayassigning Lender’s Commitment;
(Biii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Loan Loans or the Commitment assigned;
(Civ) any assignment of a Commitment must be approved by the Administrative Agent and the Issuing Banks unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee), provided, however, that the Administrative Agent’s approval shall not be required following and during the continuation of an Event of Default so long as such assignee is a financial institution having a net worth of not less than $300,000,000.00 as of the date of such assignment; and
(Dv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.42.11, 5.62.13, 2.14, 11.5 and 11.4 11.12 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at its expense) shall execute and deliver a Note (i) to the assignee Lender and (ii) to the assignor Lender if such assignment is less than such assignor Lender’s entire commitment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph subsection (d) of this Section.
Appears in 1 contract
Samples: Secured Term Loan Agreement (New Plan Excel Realty Trust Inc)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in LC Obligations and Swing Line Loans) at the time owing to it); provided that:
(i) except (A) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment ’s Commitments, if any, and the Loans at the time owing to it it, or (B) in the case of an assignment to a Lender or an Affiliate and the assigning Lender retains a Commitment of a Lender or an Approved Fund with respect to a Lender$5,000,000, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative relevant Agent or, if "“Trade Date" ” is specified in the Assignment and Assumption, as of the Trade Date) , shall not be less than $5,000,000, unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative relevant Agent and, so long as no Default or Event of Default has occurred and is continuing, the US Borrower otherwise consent consents (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Loan Loans or the Commitment assigned, any assignment of a Lender’s US Commitment that may be allocated in whole or in part to the Canadian Allocated Total Commitment shall include a proportionate assignment by such Lender (or its affiliate) of such allocable amount, and no assignment of a Canadian Lender’s Canadian Commitment shall be made unless a proportionate assignment of such Lender’s (or its affiliate’s) US Commitment is also assigned, except that this clause (ii) shall not apply to rights of the Swing Line Lender in respect of Swing Line Loans;
(Ciii) any assignment of a Commitment must be approved by the Administrative Agent relevant Agent, LC Issuer and the Issuing Banks Swing Line Lender unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(Div) the parties to each assignment shall execute and deliver to the Administrative relevant Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee payable by such assignor Lender (and not at Borrower’s expense) of $3,500 for each assignment3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative relevant Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative relevant Agent pursuant to paragraph subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.43.2, 5.63.3, 3.6 and 11.4 3.7 and Section 10.4 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, each applicable Borrower (at its expense), as applicable, shall execute and deliver a Note to the assignee Lender against receipt by such Borrower of the canceled original Note of the assignor, if its entire Commitment was assigned, or evidence that such assignor’s Note is marked to reflect its reduction.. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph subsection (d) of this Section. Each Eligible Assignee of a US Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for Federal income tax purposes, must (to the extent it has not already done so) provide Administrative Agent and US Borrower with the “Prescribed Forms” referred to in Section 3.7(d). Each Eligible Assignee of a Canadian Lender must be a financial institution that is (i) not a non-resident of Canada for the purposes of the Income Tax Act (Canada) or (ii) an “authorized foreign bank” as defined in section 2 of the Bank Act (Canada) and in subsection 248(1) of the Income Tax Act (Canada), that is not subject to the restrictions and requirements referred to in subsection 524(2) of the Bank Act (Canada) and which will receive all amounts paid or credited to it under its Canadian Loans and Canadian Note in respect of its “Canadian banking business” for the purposes of paragraph 212(13.3)(a) of the Income Tax Act (Canada). Any purported assignment by a Canadian Lender to an assignee failing to satisfy the foregoing conditions shall be null and void on its face.
Appears in 1 contract
Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of:
(A) during the Drawing Period, the Borrower, provided that (x) no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender or an Approved Fund (except that the assignor shall provide notice to the Borrower within a reasonable time period following such assignment), provided further that after having received notice thereof the Borrower’s consent shall not be unreasonably withheld or delayed, and (y) if an Event of Default has occurred and is continuing, no consent of the Borrower shall be required for an assignment to any Eligible Assignee, except that the Borrower shall have the right to object to and prohibit any proposed assignment that would cause the Borrower to violate Applicable Law; and
(B) the Administrative Agent; provided thatthat no consent of the Administrative Agent shall be required for an assignment to a Lender, FLL, an Affiliate of a Lender or FLL, or an Approved Fund.
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender, FLL an Affiliate of a Lender or FLL, or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender's ’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lenderoutstanding Loans, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption Acceptance 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 DateAgent) shall not be less than $5,000,000, 1,000,000 and subject to Section 10.04(b)(ii)(D) unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Borrower and the Administrative Agent andotherwise consent, so long as provided that no Default or such consent of the Borrower shall be required if an Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Loan or the Commitment assigned
(C) any assignment of a Commitment must be approved by the Administrative Agent and the Issuing Banks unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment3,500, and payable by the Eligible Assigneeassignor or the assignee;
(C) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. ;
(D) in relation to any Assignment made during the Drawing Period (x) other than in relation to any Assignment by a Lender to its Affiliate or to an Approved Fund, the assigning Lender shall retain Loans and/or Commitments in the aggregate principal balance of at least $25,000,000, and the assignee lender shall acquire, upon an assignment by any one or more assigning Lender, Loans and/or Commitments in the aggregate principal balance of at least $25,000,000; (y) an assigning Lender shall, prior to any assignment, permit the other Lenders at such time to participate, at their sole discretion, in amounts to be assigned, pro rata to the aggregate amounts of their existing Loans and Commitments (and provided that the minimum retention and transfer requirements set for in (x) are complied with); and (z) such assignee Lender is not a Competitor or, unless an Event of Default shall have occurred and be continuing, a hedge fund but rather a bank, financial institution or Approved Fund; for the avoidance of doubt, the requirement in this clause (D) shall not apply to any assignment or transfers after the Drawing Period.
(iii) Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (cb)(iv) of this Section, from and after the effective date specified in each Assignment and AssumptionAcceptance, the Eligible Assignee assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender under this AgreementAgreement (provided no Borrower Group Company shall be obliged to make any payment to such assignee under Sections 2.13, 2.14 and 2.15 of this Agreement in an amount greater than it would have had to make had such assignment not taken place based on applicable laws, rules or regulations existing at the time of such assignment), and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 5.42.13, 5.62.14, 2.15 and 11.4 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section10.
Appears in 1 contract
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that
(Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender's ’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (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) shall not be less than $5,000,000, unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Loan Loans or the Commitment assigned;
(Ciii) any assignment of a Commitment must be approved (such approval not to be unreasonably withheld) by the Administrative Agent Agent, the Swingline Lender and the Issuing Banks Lender unless the Person that is the proposed assignee is itself a Lender with a Commitment or an Affiliate of a Lender with a Commitment thereof (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(Div) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to the acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.44.10, 5.64.11, 4.12, 4.13 and 11.4 13.3 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section.
Appears in 1 contract
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitments and the Loans at the time owing to it); provided that:
(Ai) except in the case of an assignment to a Lender or an Affiliate of a Lender, each of the entire remaining amount Borrower and the Administrative Agent (and, in the case of the assigning an assignment of all or a portion of a Commitment or any Lender's Commitment and obligations in respect of its LC Exposure, the Loans at the time owing Issuing Lender) must give their prior written consent to it or such assignment (which consent shall not be unreasonably withheld),
(ii) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, assignment of the aggregate entire remaining amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effectassigning Lender's Commitment(s), the principal outstanding balance amount of the Loans Commitment(s) of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption Acceptance 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 DateAgent) shall not be less than U.S. $5,000,000, 2,500,000 unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Borrower and the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;consent,
(BA) each partial assignment of the Loans or Commitments of any Class shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with in respect of such Class, (B) no partial assignment of a Tranche A1 Commitment or a Tranche B1 Commitment may be made prior to the Loan or date 60 days after the Closing Date without a simultaneous assignment of a proportionate part of the assigning Lender's Tranche A2 Commitment assigned
and Tranche B2 Commitment, respectively, and (C) any each partial assignment of a Tranche A2 Commitment must or a Tranche B2 Commitment shall be approved by the Administrative Agent and the Issuing Banks unless the Person that is the proposed assignee is itself a Lender or made as an Affiliate assignment of a Lender with a proportionate part of the assigning Lender's Tranche B2 Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); andand Tranche A2 Commitment, respectively,
(Div) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of U.S. $3,500 for each assignment3,500, and and
(v) the Eligible Assigneeassignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.4, 5.6, and 11.4 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section.;
Appears in 1 contract
Assignments by Lenders. (i) Any Lender may at any time assign and transfer to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that) with the prior written consent (such consent not to be unreasonably withheld, delayed or conditioned) of the following Persons:
(A) except in the case of an assignment Borrower or Fly Malta, as applicable; provided that (x) no consent of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it Borrower or in the case of Fly Malta shall be required for an assignment to a Lender or Lender, an Affiliate of a Lender, a Pre-Approved Lender, an Affiliate of a Pre-Approved Lender or an Approved Fund (except that the assigning Lender shall provide notice to the Borrower or Fly Malta, as applicable, within a reasonable time period following such assignment), and (y) if an Event of Default has occurred and is continuing, no consent of the Borrower or Fly Malta shall be required for an assignment to any Eligible Assignee, except that the Borrower or Fly Malta, as applicable, shall have the right to object to and prohibit any proposed assignment that would cause the Borrower or Fly Malta to violate Applicable Law; and
(B) the Administrative Agent, which shall be evidenced by its consent to the Assignment and Acceptance corresponding to such Eligible Assignee; provided that no consent of the Administrative Agent shall be required for an assignment to FLL or the Servicer or an Affiliate of FLL or the Servicer. and, in respect of each such assignment and transfer complying with respect this Section 10.04(b) that does not require the Borrower's or Fly Malta's prior written consent, each of the Borrower and Fly Malta hereby agrees and consents to each Assignment and Acceptance corresponding to such assignment; provided further that, in the case only of an assignment or transfer of a portion of a Lender, 's Commitment or Loans: (x) the aggregate amount of such Commitment of the Commitment (which for this purpose includes Loans outstanding thereunder) orassigning Lender, if the applicable Commitment is not then in effectany, together with the principal outstanding balance of the Loans of the assigning Lender Lender, if any, subject to each such assignment or transfer (determined as of the date "Effective Date" as defined in the corresponding 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 DateAcceptance) shall not be less than $5,000,000, unless and (Ay) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(B) each partial assignment transfer shall be made as an assignment and transfer of a proportionate part of all each of the assigning Lender's Loans and accompanying rights and obligations under this Agreement with respect to and the other Loan or the Commitment assignedDocuments.
(Cii) any assignment of a Commitment must be approved by the Administrative Agent and the Issuing Banks unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (cb)(iii) of this Section, from and after the effective date specified in each Assignment and AssumptionAcceptance, the Eligible Assignee assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender under this AgreementAgreement (provided no Borrower Group Company shall be obliged to make any payment to such assignee under Sections 2.13, 2.14 and 2.15 of this Agreement in an amount greater than it would have had to make had such assignment not taken place based on applicable laws, rules or regulations existing at the time of such assignment), and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 5.42.13, 5.62.14, 2.15 and 11.4 with respect to facts and circumstances occurring prior to the effective date of such assignment10.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph Section shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (dc) of this Section 10.04.
(iii) The Administrative Agent, acting for this purpose as an agent of the Borrower and Fly Malta, shall maintain at one of its offices a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the "Register"). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Fly Malta, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by any Borrower, Fly Malta and any Lender, at any reasonable time and from time to time upon reasonable prior notice.
(iv) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Acceptance and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.
(i) Any Lender may, without the consent of the Borrower, Fly Malta or the Administrative Agent, sell participations to one or more Eligible Assignees (a "Participant") in all or a portion of such Lender's rights and obligations under this Agreement and the other Loan Documents (including all or a portion of the Loans owing to it); provided that (A) such Lender's obligations under this Agreement and the other Loan Documents shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, Fly Malta, the Administrative Agent 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. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 10.02(b) that affects such Participant. Subject to paragraph (c)(ii) of this Section, each of the Borrower and Fly Malta agrees that each Participant shall be entitled to the benefits of Sections 2.13, 2.14 and 2.15 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by Applicable Law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.16(e) as though it were a Lender.
(ii) A Participant shall not be entitled to receive any greater payment under Section 2.13 or 2.15 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower's or Fly Malta's prior written consent, as applicable, or unless such greater payment results from a Change in Law occurring after the sale of the participation. A Participant that would not be a Qualifying Person if it were a Lender shall not be entitled to the benefits of Section 2.15 unless the Borrower or Fly Malta, as applicable, is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower or Fly Malta, as applicable, to comply with Section 2.15(f) as though it were a Lender.
(iii) Each Lender that sells a participation pursuant to this Section 10.04(c) shall notify the Administrative Agent of the amount and the principal amounts of each such Participant's participation interest with respect to the Commitment and/or the Loans and shall obtain a Qualifying Person Confirmation, completed and signed by or on behalf of the Participant and shall procure an undertaking from the Participant that it will comply with the provisions of Section 2.15(f) as though it were a Lender and shall provide such Qualifying Person Confirmation to the Withholding Agent. If such a Qualifying Person Confirmation is not provided to the Withholding Agent, such Participant shall be treated for the purpose of the Agreement (including by the Borrower and the Administrative Agent) as if it is not a Qualifying Person until such Qualifying Person Confirmation is so provided.
(iv) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower and Fly Malta, shall maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant's interest in the Loans (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, or its other obligations under any Loans) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.
Appears in 1 contract
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided PROVIDED that
(Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, 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) , shall not be less than $5,000,000, 5,000,000 unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower Company otherwise consent consents (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Loan Loans or the Commitment assigned, except that this clause (ii) shall not apply to rights in respect of Swing Line Loans;
(Ciii) any assignment of a Commitment must be approved by the Administrative Agent Agent, the L/C Issuer and the Issuing Banks Swing Line Lender unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(Div) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.4SECTIONS 3.01, 5.63.04, 3.05, and 11.4 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrowers (at their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph subsection (d) of this Section.
Appears in 1 contract
Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign to one or more Eligible Assignees assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitments, Multicurrency Subcommitments and the Loans at the time owing to it)) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:
(A) the Company, provided that no consent of the Company shall be required for an assignment (1) to a Lender, (2) to a Lender Affiliate or an Approved Fund if such Lender Affiliate or Approved Fund is a Qualifying Bank, or (3) if any Event of Default has occurred and is continuing, to any other Person;
(B) the Administrative Agent, each Issuing Lender, the Swingline Lender, and the Euro Swingline Lender; provided thatthat the consent of the Administrative Agent, each Issuing Lender, the Swingline Lender and the Euro Swingline Lender shall not be required for an assignment to an Assignee that is a Lender, a Lender Affiliate, or an Approved Fund; and
(C) the Issuing Lenders if such assignment increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding).
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender, a Lender Affiliate or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender’s Commitments, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans Commitments of the assigning Lender subject to each such assignment (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 DateAgent) shall not be less than $5,000,000, 10,000,000 unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Company and the Administrative Agent andotherwise consent, so long as provided that (1) no Default or such consent of the Company shall be required if an Event of Default has occurred and is continuing, the Borrower otherwise consent continuing and (each 2) that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single assignee (or to an assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof minimum amount has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Daymet;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Loan Loans or the Commitment assigned, except that this clause (B) shall not apply to rights in respect of Swingline Loans or Euro Swingline Loans;
(C) any assignment of a Commitment must be approved by the Administrative Agent and the Issuing Banks unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee in the amount of $3,500 for each assignment3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment and the Eligible Assignee, if it shall is not be a Lender, shall deliver to the Administrative Agent an Administrative QuestionnaireQuestionnaire in the form supplied by the Administrative Agent;
(D) in the case of an assignment by a Multicurrency Lender of all or a portion of its Commitment, such assignment must include a ratable assignment of such 100 Multicurrency Lender’s Multicurrency Subcommitment to the extent that the amount of its Commitment being assigned is greater than the excess, if any, of the amount of such Commitment over the amount of such Multicurrency Lender’s Multicurrency Subcommitment; and
(E) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Company and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit, Swingline Loans and Euro Swingline Loans in accordance with its Revolving Percentage or Multicurrency Revolving Percentage, as applicable. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.
(iii) Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (cb)(iv) of this Sectionbelow, from and after the effective date specified in each Assignment and Assumption, Assumption the Eligible Assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 5.42.24, 5.62.25, 2.26 and 11.4 with respect to facts and circumstances occurring prior to the effective date of such assignment9.5). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph Section 9.6 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (dc) of this Section.
(iv) The Administrative Agent, acting for this purpose as an agent of the Borrowers (and such agency being solely for tax purposes), shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount (and stated interest) of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrowers, the Administrative Agent, the Issuing Lenders and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. In addition, the Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender. The Register shall be available for inspection by the Borrowers and any Lenders at any reasonable time and from time to time upon reasonable prior notice. 101
(v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an Assignee, the Assignee’s completed administrative questionnaire (unless the Assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.
Appears in 1 contract
Samples: Credit Agreement
Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it)) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:
(A) Borrower; provided thatthat no consent of Borrower shall be required for an assignment to (1) a Lender, an Affiliate of a Lender or an Approved Fund or (2) if an Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided further that when required, Borrower’s consent shall be deemed to have been given unless Borrower objects to such assignment within five Business Days after receiving written notice of such assignment;
(B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of (x) any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment or (y) all or any portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund; and
(C) the Issuing Bank and the Swingline Lender; provided that no consent of the Issuing Bank or the Swingline Lender shall be required for an assignment of all or any portion of a Term Loan.
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of any assignment made in connection with the primary syndication of the Commitment and Loans by the Arrangers or an assignment of the entire remaining amount of the assigning Lender's ’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (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) shall not be less than $5,000,0005.0 million, in the case of any assignment in respect of Revolving Loans and/or Revolving Commitments, or $1.0 million, in the case of any assignment in respect of Term Loans and/or Term Loan Commitments, unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned
, except that this clause (Cii) shall not prohibit any assignment Lender from assigning all or a portion of its rights and obligations among separate tranches on a Commitment must be approved by the Administrative Agent and the Issuing Banks unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee)non-pro rata basis; and
(DC) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this SectionSection 10.04, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.42.12, 5.62.13, 2.15 and 11.4 10.03 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this SectionSection 10.04(d).
Appears in 1 contract
Samples: Credit Agreement (Ducommun Inc /De/)
Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign to one or more Eligible Assignees assignees all, and not less than all (unless to an Affiliate of such Lender or a portion an Approved Fund with respect to such Lender), of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it)) with the prior written consent (such consent not to be unreasonably withheld or delayed) of the Administrative Agent; provided that:
(A) except no consent of the Administrative Agent shall be required for an assignment of (x) any Commitment or Loan to a Lender holding a commitment or Loan prior to such assignment, or (y) an Affiliate of a Lender or an Approved Fund;
(B) other than in respect to an assignment to an Affiliate of the case assigning Lender or an Approved Fund thereof, the assigning Lender shall give notice to the Administrative Agent of such assigning Lender’s intention to assign its rights and obligations under this Agreement (the “Assigned Interest”), and the Administrative Agent shall promptly notify, and in any event within five Business Days after having received notice thereof, each other Lender of the assigning Lender’s intent, and each such other Lender may elect or decline, in its sole discretion, to purchase all (but not less than all) of the Assigned Interest by promptly notifying Administrative Agent thereof, which the Administrative Agent shall promptly notify to the assigning Lender, and if more than one Lender shall have notified the Administrative Agent of such intent to purchase the Assigned Interest, the assigning Lender shall sell the Assigned Interest to such Lenders, ratably based on their respective Obligations; provided, any such Lender shall be deemed to have declined to purchase the Assigned Interest unless it shall have elected to purchase such Assigned Interest by written notice to the Administrative Agent within five Business Days after having received notice thereof; and
(C) for the avoidance of doubt, any sale, assignment or transfer of any Lender’s Loans to any assignee shall be all of such Lender’s DIP Loans and Roll-Up Loans to such assignee, and DIP Loans and Roll-Up Loans may not be sold, transferred or assigned separately, unless, in each case, to an Affiliate of such Lender or an Approved Fund with respect to such Lender.
(ii) Assignments shall be subject to the following additional conditions:
(A) other than in respect of an assignment to an Affiliate of the assigning Lender or an Approved Fund thereof, each assignment shall be of the entire remaining amount of the assigning Lender's ’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (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) shall not be less than $5,000,000, unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Loan or the Commitment assigned
(C) any assignment of a Commitment must be approved by the Administrative Agent and the Issuing Banks unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee)it; and
(DB) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignmentand any applicable tax forms or documentation specified in Section 2.15(e), and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof in the Register (as described below) by the Administrative Agent pursuant to paragraph (c) of this SectionSection 10.04, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.42.12, 5.6, 2.15 (subject to the requirements of Section 2.15) and 11.4 10.03 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this SectionSection 10.04(d).
Appears in 1 contract
Samples: Dip Credit Agreement
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that
(Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (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) shall not be less than $5,000,000, unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Loan Loans or the Commitment assigned;
(Ciii) any assignment (A) the consent of a Commitment must be approved by the Administrative Agent and (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Issuing Banks unless the Credit Facility if such assignment is to a Person that is the proposed assignee is itself not a Lender, an Affiliate of such Lender or an Affiliate Approved Fund with respect to such Lender, (B) the consent of a each Issuing Lender with a Commitment (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding) and (C) the proposed assignee would otherwise qualify as an Eligible Assignee)consent - of the Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Credit Facility; and
(Div) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.4Section 4.8, 5.6Section 4.9, Section 4.10, Section 4.11 and 11.4 Section 14.3 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section.
Appears in 1 contract
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitments and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); , provided that:
(Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment ’s Commitments and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment Commitments (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is Commitments are not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, 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) , shall not be less than $5,000,000than, unless with respect to (A) such assignment is made to an existing LenderRevolving Commitments or Revolving Loans, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or $5,000,000 and (B) Term Commitments or Term Loans, $1,000,000, unless each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent consents (each such consent not to be unreasonably withheld or delayed); provided that the Borrower assignments shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless aggregated in respect of related Approved Funds for purposes of such consent is expressly refused by the Borrower prior to such fifth (5th) Business Dayminimum assignment amount;
(Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Loan Loans or the Commitment Commitments assigned, except that this clause (iii) shall not apply to rights in respect of Swing Line Loans;
(Ciii) any each assignment of a Commitment must be approved by the Administrative Agent Agent, the L/C Issuer and the Issuing Banks Swing Line Lender unless the Person that is the proposed assignee is itself a Lender or an Affiliate of or an Approved Fund with respect to a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee), which in the case of any assignment of a Revolving Commitment, is already the holder of a Revolving Commitment; and
(Div) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment(provided that only one such fee shall be payable in the case of multiple contemporaneous assignments to or by related Approved Funds), and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.43.01, 5.63.04, 3.05, and 11.4 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph subsection (d) of this Section.
Appears in 1 contract
Samples: Credit Agreement (Herbst Gaming Inc)
Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Loan Commitment and the related outstanding Loans at the time owing to it)) with the prior written consent (such consent not to be unreasonably withheld or delayed) of (A) the Company; provided thatthat no consent of the Company shall be required (1) for an assignment and delegation to a Lender, an Affiliate of a Lender or an Approved Fund and (2) if a Default has occurred and is continuing under Sections 10.01(a), (b), (h) or (i), for any other assignment and delegation; provided further that the Company shall be deemed to have consented to any such assignment and delegation unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof and (B) each of the Administrative Agent and the Issuing Lender; provided that no consent of the Administrative Agent or the Issuing Lender shall be required for an assignment and delegation of all or any portion of a Lender’s Revolving Loan Commitment or a Loan to a Lender, an Affiliate of a Lender or an Approved Fund.
(ii) Assignments and delegations shall be subject to the following additional conditions: (A) except in the case of an assignment and delegation to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment and delegation of the entire remaining amount of the assigning Lender's ’s Revolving Loan Commitment, the amount of the Revolving Loan Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the related Loans of the assigning Lender subject to each such assignment and delegation (determined as of the trade date specified in the Assignment and Assumption with respect to such assignment and delegation or, if no trade date is so specified, as of the date the Assignment and Assumption with respect to such assignment and delegation is delivered to the Administrative Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade DateAgent) shall not be less than $5,000,0005,000,000 (treating contemporaneous assignments by or to two or more Approved Funds as a single assignment for purposes of such minimum transfer amount), unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Company and the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent consents (each such consent not to be unreasonably withheld or delayed); provided that no such consent of the Borrower Company shall be deemed to have given its consent five required if an Event of Default of the type set forth in Section 10.01(a), (5b), (h) Business Days after the date written notice thereof or (i) has been delivered by the assigning Lender (through the Administrative Agent) unless such consent occurred and is expressly refused by the Borrower prior to such fifth (5th) Business Day;
continuing, (B) each partial assignment and delegation shall be made as an assignment and delegation of a proportionate part of all the assigning Lender's ’s Revolving Loan Commitment and the related Loans, rights and obligations under this Agreement with respect to the Loan or the Commitment assigned
Agreement, (C) any assignment of a Commitment must be approved by the Administrative Agent and the Issuing Banks unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(D) the parties to each assignment and delegation shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment3,500; provided that (1) only one such processing and recordation fee shall be payable in the event of simultaneous assignments and delegations by or to two or more Approved Funds, (2) the Administrative Agent may waive or reduce such fee in its sole discretion and (3) with respect to any assignment and delegation pursuant to Section 2.13 or 12.02(c), the parties hereto agree that such assignment and delegation may be effected pursuant to an Assignment and Assumption executed by the Company, the Administrative Agent and the assignee and that the Lender required to make such assignment and delegation need not be a party thereto, and (D) the Eligible Assigneeassignee, if it shall not be a Lender, shall deliver to the Administrative Agent any tax forms required by Section 5.04(f) and an Administrative Questionnaire. Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain MNPI) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable law, including Federal, State and foreign securities laws.
(iii) Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (cb)(v) of this SectionSection 12.04, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned and delegated by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned and delegated by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 5.4, 5.6, (and 11.4 with respect to facts and circumstances occurring prior subject to the effective date obligations and limitations of) Sections 2.10, 5.04 and 12.03 and to any fees payable hereunder that have accrued for such Lender’s account but have not yet been paid). Schedule 1.01(a) shall be deemed modified to reflect the Revolving Loan Commitments and/or outstanding Revolving Loans of such assignmentnew Lender and of the existing Lenders and upon the surrender of the relevant Notes (or, if lost, an affidavit of loss thereof together with a customary lost note indemnification agreement in favor of the Loan Parties) by the assigning Lender new Notes will be issued, at the Borrowers’ joint and several expense, to such new Lender and, if applicable, to the assigning Lender upon the request of such new Lender or, if applicable, assigning Lender, such new Notes to be in conformity with the requirements of Section 2.05 (with appropriate modifications) to the extent needed to reflect the revised Revolving Loan Commitments and/or outstanding Revolving Loans, as the case may be. Any assignment assignment, delegation or other transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph Section 12.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.04(c).
(iv) The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrowers, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Revolving Loan Commitment of, and principal amount (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and Holdings, the Borrowers, the Administrative Agent, the Issuing Lender and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers and, as to entries pertaining to it, any Lender, at any reasonable time and from time to time upon reasonable prior notice.
(v) Upon receipt by the Administrative Agent of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire and any tax forms required by Section 5.04(f) (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (db) of this SectionSection 12.04 and any written consent to such assignment and delegation required by paragraph (b) of this Section 12.04, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that the Administrative Agent shall not be required to accept such Assignment and Assumption or so record the information contained therein if the Administrative Agent reasonably believes that such Assignment and Assumption lacks any written consent required by this Section 12.04 or is otherwise not in proper form, it being acknowledged that the Administrative Agent shall have no duty or obligation (and shall incur no liability) with respect to obtaining (or confirming the receipt) of any such written consent or with respect to the form of (or any defect in) such Assignment and Assumption, any such duty and obligation being solely with the assigning Lender and the assignee. No assignment or delegation shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph and, following such recording, unless otherwise determined by the Administrative Agent (such determination to be made in the sole discretion of the Administrative Agent, which determination may be conditioned on the consent of the assigning Lender and the assignee), shall be effective notwithstanding any defect in the Assignment and Assumption relating thereto. Each assigning Lender and the assignee, by its execution and delivery of an Assignment and Assumption, shall be deemed to have represented to the Administrative Agent that all written consents required by this Section 12.04 with respect thereto (other than the consent of the Administrative Agent) have been obtained and that such Assignment and Assumption is otherwise duly completed and in proper form, and each assignee, by its execution and delivery of an Assignment and Assumption, shall be deemed to have represented to the assigning Lender and the Administrative Agent that such assignee is an Eligible Assignee.
(vi) The words “execution”, “signed”, “signature” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as applicable, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act or any other similar State laws based on the Uniform Electronic Transactions Act.
Appears in 1 contract
Samples: Abl Credit Agreement (Affinia Group Intermediate Holdings Inc.)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided that
(Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender's ’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (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) shall not be less than $5,000,000, unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent consents (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned;
(Ciii) any assignment of a Commitment must be approved by:
(A) by the Administrative Agent and the Issuing Banks Agent, unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee);
(B) by LC Issuer; and
(DC) by Borrower (such consent not to be unreasonably withheld or delayed) unless (x) an Event of Default shall have occurred and be continuing, or (y) the Person that is the proposed assignee is itself a Lender with a Commitment or any Affiliate of such Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee);
(iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in with the case of an Note (if requested) subject to such assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, and a processing and recordation fee of $3,500 for each assignment4,000, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative QuestionnaireQuestionnaire in form satisfactory to Administrative Agent; and
(v) no such assignment shall be made (x) to Borrower, any Pledgor, or any of their respective Affiliates or Subsidiaries, or (y) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (y), or (z) to a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person). Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits benefits, and subject to the requirements of, of Sections 5.43.2, 5.63.4, 3.5, 10.4, and 11.4 10.14 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Notwithstanding any provision of this Section 10.5, (i) the consent of Borrower and its execution of an Assignment and Assumption shall not be required, and, unless requested by the Eligible Assignee and/or the assigning Lender, new Notes shall not be required to be executed and delivered by Borrower, for any assignment which occurs at any time when any Default or Event of Default shall have occurred and be continuing and (ii) Borrower shall not unreasonably withhold or delay in providing any consent or executing any Assignment and Assumption otherwise required under this Section 10.5. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph subsection (d) of this Section.
Appears in 1 contract
Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld (it being understood that it will not be unreasonable for the Borrowers to withhold consent to an assignment to any assignee whose long term debt obligations are then rated below Baa3 by Xxxxx’x Investor Service, Inc. or below BBB- by Standard & Poor’s Rating Services)) of:
(A) the Borrowers, provided that no consent of the Borrowers shall be required for an assignment to a Lender, an Affiliate of a Lender or, if an Event of Default has occurred and is continuing, any other assignee; and
(B) the Administrative Agent, provided thatthat no consent of the Administrative Agent shall be required for an assignment to a Lender or an Affiliate of a Lender.
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the or Loans of the assigning Lender subject to each such assignment (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 DateAgent) shall not be less than $5,000,000, 5,000,000 unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of Borrower and the Administrative Agent andotherwise consent, so long as provided that no Default or Event such consent of the Borrowers shall be required if a Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(B) each partial assignment with respect to Syndicated Loans shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Loan or the Commitment assignedSyndicated Loans under this Agreement;
(C) any assignment of a Commitment must be approved by the Administrative Agent and the Issuing Banks unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together withwith a processing and recordation fee of $3,500, except in the case of an assignment referred to a Lender in Section 2.12 or an Affiliate of a Lender 5.07, in which case the Borrower or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment, and the Eligible Assigneeassignee shall pay such fee;
(D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. ; and
(E) any assignee or prospective assignee shall execute a confidentiality agreement pursuant to Section 11.12(b) prior to receiving any Confidential Information.
(iii) Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (cb)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption, Assumption the Eligible Assignee assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be subject to its obligations under Section 11.12 for a period of two years following the effective date specified in such Assignment and Assumption and entitled to the benefits of Sections 5.45.01, 5.65.05, 5.06 and 11.4 with respect to facts and circumstances occurring prior to the effective date of such assignment11.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph Section 11.06 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (dc) of this Section.
(iv) The Administrative Agent, acting for this purpose as an agent of the Borrowers, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrowers, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior notice.
(v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.
Appears in 1 contract
Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of:
(A) the Borrower, provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund (unless such assignment is to an assignee that would require the Borrower to become subject to withholding tax liabilities or increased costs as contemplated by Sections 2.12 and 2.14)) or, if an Event of Default under clause (a) or (b) of Article VII (with respect to principal, interest or fees payable hereunder only) or an Event of Default with respect to the Borrower under clause (h) or (i) of Article VII has occurred and is continuing, any other assignee; provided thatand
(B) the Administrative Agent; provided, the withholding of consent by the Borrower shall be deemed not to be unreasonable if such assignment is to an assignee that would require the Borrower to become subject to withholding tax liabilities or increased costs as contemplated by Sections 2.12 and 2.14.
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the or Loans of the assigning Lender subject to each such assignment (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 DateAgent) shall not be less than $5,000,000, 5,000,000 unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Borrower and the Administrative Agent andotherwise consent, so long as provided that no Default or such consent of the Borrower shall be required if an Event of Default under clause (a) or (b) of Article VII (with respect to principal, interest or fees payable hereunder only) or an Event of Default with respect to the Borrower under clause (h) or (i) of Article VII has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Loan or the Commitment assignedAgreement;
(C) any assignment of a Commitment must be approved by the Administrative Agent and the Issuing Banks unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment, and as set forth on Schedule VI from the Eligible Assigneeassignor or assignee; and
(D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. .
(iii) Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (cb)(v) of this Section, from and after the effective date specified in each Assignment and Assumption, Assumption the Eligible Assignee assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 5.42.12, 5.62.13, 2.14 and 11.4 with respect to facts and circumstances occurring prior to the effective date of such assignment9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph (b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (dc) of this Section.
(iv) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. 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.
(v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.
Appears in 1 contract
Samples: Credit Agreement (Bard C R Inc /Nj/)
Assignments by Lenders. 14.2.1 Any Lender may at any time assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that:
(A) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (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) shall not be less than $5,000,000, unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(Ba) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned;
(Cb) any assignment of a Commitment must be approved by the Administrative Agent Borrower (such approval not to be unreasonably withheld or delayed and the Issuing Banks deemed given if expressly withheld within five (5) calendar days), unless the Person that is (i) the proposed assignee is itself a Permitted Transferee; (ii) the proposed assignee is a Lender or an Affiliate of a Lender with a Commitment (whether provided that such Affiliate is regularly engaged in or not established for the purpose of making, purchasing or investing in loans, securities or other financial assets) or (iii) an Event of Default has occurred and is continuing;
(c) any Lender proposing to effect any assignment or transfer shall give the Borrower and the Administrative Agent ten (10) Business Days’ prior written notice of any such proposed assignee would otherwise qualify as an Eligible Assignee)assignment or transfer; and
(Dd) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in Acceptance. If the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to assignee is not already a Lender, a processing and recordation fee of $3,500 for each assignment, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from .
14.2.2 From and after the effective date specified in each Assignment and AssumptionAcceptance, the Eligible Assignee assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender under this AgreementAgreement and the other Loan Documents, including any collateral security, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.4Section 5 (Yield Protection), 5.6Section 15.2 (Costs and Expenses) and 15.3 (Indemnity), and 11.4 shall continue to be liable for any breach of this Agreement by such Lender, with respect to facts and circumstances occurring prior to the effective date of such assignment. Any payment by an assignee to an assigning Lender in connection with an assignment or transfer shall not be or be deemed to be a repayment by the Borrower or a new Loan to the Borrower.
14.2.3 If the assigning Lender has not retained any interest in the Loan it shall promptly, at the option of rights the Borrower, destroy its Promissory Note or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Sectionreturn it to the Borrower.
Appears in 1 contract
Samples: Loan Agreement (Gold Fields LTD)
Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign to one or more Eligible Assignees assignees, other than (x) a natural person or (y) any Loan Party or any affiliate thereof, all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it)) with the prior written consent (such consent not to be unreasonably withheld or delayed, subject as provided in clause (A)(y) below) of:
(A) Borrower; provided thatthat (x) the consent of Borrower shall not be required for an assignment of a Term Loan; (y) the consent of Borrower shall not be required for an assignment of any Revolving Commitment, Revolving Loan or Term SC1:3775857.9 LEGAL_US_E # 113365636.9 Commitment if an Event of Default has occurred and is continuing; and (z) the consent of Borrower shall not be required for an assignment of any Revolving Commitment or Revolving Loan to a Lender with a Revolving Commitment immediately prior to giving effect to such assignment; provided, further, that Borrower shall be deemed to have consented to any such assignment unless Borrower shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof;
(B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of (x) any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment or (y) all or any portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund; and
(C) the Issuing Bank and the Swingline Lender; provided that no consent of the Issuing Bank or the Swingline Lender shall be required for an assignment of all or any portion of a Term Loan.
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an any assignment of Terms Loans or assignment of the entire remaining amount of the assigning Lender's ’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (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) shall not be less than $5,000,0005.0 million, in the case of any assignment in respect of Revolving Loans and/or Revolving Commitments, or $1.0 million, in the case of any assignment in respect of Term Loans and/or Term Loan Commitments, unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches on a non-pro rata basis;
(C) any assignment of a Commitment must be approved by the Administrative Agent and the Issuing Banks unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire;
(D) without the prior written consent of the Administrative Agent, no assignment shall be made to Borrower or a prospective assignee that bears a relationship to Borrower described in Section 108(e)(4) of the Code; and SC1:3775857.9 LEGAL_US_E # 113365636.9
(E) so long as no Event of Default has occurred and is continuing, without the written consent of Borrower, no assignment may be made to a competitor of Borrower. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this SectionSection 10.04, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.42.12, 5.62.13, 2.15 and 11.4 10.03 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this SectionSection 10.04(d).
Appears in 1 contract
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that
(Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender's ’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (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) shall not be less than $5,000,0001,000,000, in the case of any assignment in respect of a revolving facility, or $1,000,000, in the case of any assignment in respect of a term facility, unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent consents (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned;
(Ciii) any assignment of a Revolving Commitment must be approved by the Administrative Agent and the Issuing Banks Bank unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Revolving Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(Div) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment3,500, and the Eligible Assignee, if it shall is not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Sectionsection, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections sections 2.9, 2.10, 3.5, 5.4, 5.6, and 11.4 12.1 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Sectionsection.
Appears in 1 contract
Samples: Revolving Credit Agreement (Memc Electronic Materials Inc)
Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it)) with the prior written consent (such consent not to be unreasonably withheld) of:
(A) the Borrower, provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default has occurred and is continuing, any other assignee;
(B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment to an assignee that is a Lender, an Affiliate of a Lender or an Approved Fund immediately prior to giving effect to such assignment;
(C) the Issuing Bank, in the case of any assignment in respect of the Revolving Loan Commitments; provided thatand
(D) the Swingline Lender, in the case of any assignment in respect of the Revolving Loan Commitments.
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender’s Commitment, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (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 DateAgent) shall not be less than $5,000,000, 5,000,000 for the Revolving Loan or the Revolving Loan Commitments or $2,000,000 for the Term Loans unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Borrower and the Administrative Agent andotherwise consent, so long as provided that no Default or such consent of the Borrower shall be required if an Event of Default under Article VII has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with Agreement, provided that this Section 9.04(b)(ii)(B) shall not be construed to prohibit assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect to the Loan of one Class of Commitments or the Commitment assignedLoans;
(C) any assignment of a Commitment must be approved by the Administrative Agent and the Issuing Banks unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment, and 3,500;
(D) the Eligible Assigneeassignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph ; and
(cE) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an assignment by a Lender to a CLO (as defined below) managed by such Lender or by an Affiliate of such Lender, unless such assignment (or an assignment to a CLO managed by the same manager or an Affiliate of such manager) shall have been approved by the Borrower (the Borrower hereby agreeing that such approval, if requested will not be unreasonably withheld or delayed), the assigning Lender shall retain the sole right to approve any amendment, modification or waiver of any provision of this Agreement, provided that the Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, between such Lender shall cease to be a party hereto) but shall continue to be entitled to and such CLO may provide that such Lender will not, without the benefits of Sections 5.4, 5.6, and 11.4 with respect to facts and circumstances occurring prior to the effective date consent of such assignment. Any assignment CLO, agree to any amendment, modification or transfer by a Lender of rights or obligations under this Agreement waiver described in the first proviso to Section 9.02(b) that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by affects such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this SectionCLO.
Appears in 1 contract
Assignments by Lenders. Any (i) Subject to the conditions set forth in Section 12.04(b)(ii), any Lender may at any time assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and the Loans at the time owing to it)) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:
(A) the Borrower, provided that no consent of the Borrower shall be required if such assignment is to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, is to any other assignee;
(B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment to an assignee that is a Lender immediately prior to giving effect to such assignment; provided thatand
(C) the Issuing Bank.
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, assignment of the aggregate entire remaining amount of the assigning Lender’s Revolving Credit Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effector Loans, the principal outstanding balance amount of the Revolving Credit Commitment or Loans of the assigning Lender subject to each such assignment (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 DateAgent) shall not be less than $5,000,000, 5,000,000 unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Borrower and the Administrative Agent andotherwise consent, so long as provided that no Default or such consent of the Borrower shall be required if an Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Loan or the Commitment assignedAgreement;
(C) any assignment of a Commitment must be approved by the Administrative Agent and the Issuing Banks unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment, and 3,500;
(D) the Eligible Assigneeassignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance Questionnaire and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent deliver notice of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering to the Borrower; and
(E) in no event may any Lender assign all or a portion of the assigning Lender's its rights and obligations under this AgreementAgreement to (i) the Parent, such the Borrower or any Affiliate of the Borrower, (ii) any natural person or (iii) any Defaulting Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits or any of Sections 5.4its Subsidiaries, 5.6or any Person who, and 11.4 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by upon becoming a Lender hereunder, would constitute any of rights or obligations under the foregoing Persons described in this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph clause (d) of this Sectioniii).
Appears in 1 contract
Samples: Credit Agreement (Vanguard Natural Resources, Inc.)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that
(Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if a "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date) , shall not be less than $5,000,000, 15,000,000 unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Designated Event of Default has occurred and is continuing, the Borrower Borrowers otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Credit Agreement with respect to the Loan Loans or the Commitment assigned, it being understood that non-pro rata assignments of or among any of the Commitments and Loans are not permitted;
(Ciii) any assignment of a Commitment or Loan must be approved by the Administrative Agent and, so long as no Designated Event of Default has occurred and is continuing, the Issuing Banks Borrowers (each such consent not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee);
(iv) so long as Fortis is the Administrative Agent, any assignment by Fortis or any of its Affiliates of all or a portion of its Commitments or Loans that would result in Fortis and its Affiliates holding in aggregate less than twenty percent (20%) of the Aggregate Commitments, or, if the Commitments are not then in effect, the aggregate Loan outstanding, shall require, so long as no Designated Event of Default has occurred and is continuing, the consent of the Borrowers (each such consent not to be unreasonably withheld or delayed); and
(Dv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this SectionSection 15.3, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Credit Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Credit Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Credit Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.45.2.2, 5.6, 5.6 and 11.4 16.3 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrowers (at their expense) shall execute and deliver a Revolving Credit Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Credit Agreement that does not comply with this paragraph subsection shall be treated for purposes of this Credit Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph Section 15.4. Notwithstanding anything to the contrary contained herein, the Borrowers shall not be obligated to pay to the Eligible Assignee any amount under Section 5.2.2(a) that is greater than the amount that the Borrowers would have been obligated to pay such Eligible Assignee's assignor if such assigning Lender had not assigned to such Eligible Assignee any of its rights under this Credit Agreement, unless (d1) the circumstances giving rise to such greater payments did not exist at the time of this Sectionsuch assignment, or (2) the Borrowers consented to the assignment to such Eligible Assignee.
Appears in 1 contract
Assignments by Lenders. (a) Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement and the Peruvian Notes (including all or a portion of its Commitment Commitment, Peruvian Notes and the Loans Advances at the time owing to it); , provided that:
(Ai) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans Advances at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment being assigned (which for this purpose includes Loans Advances outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (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) shall not be less than $5,000,000US$10,000,000, unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent consents to a lower amount (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Loan or the Commitment assignedAgreement;
(Ciii) any assignment of a Commitment must be approved by the Administrative Agent and the each Issuing Banks Bank (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender;
(iv) any assignment must be approved by the Agent (such approval not to be unreasonably withheld or delayed) unless:
(A) the proposed assignee is itself already a Lender, or
(B) the proposed assignee is a bank whose senior, unsecured, non -credit enhanced, long term debt is rated at least A3, A- or A low by at least two of Xxxxx'x, S&P and DBRS Limited, respectively;
(v) any assignment must be approved by the Borrower (such approval not to be unreasonably withheld or delayed) unless the proposed assignee is itself already a Lender (or an Affiliate of a Lender) or a Default has occurred and is continuing; provided that the Parties acknowledge and agree that the consent of the Borrower shall not be considered to have been unreasonably withheld if it is withheld as a result of any proposed assignment to a Foreign Lender where as a result of such assignment any withholding taxes would be exigible in respect of such Foreign Lender;
(vi) no assignment shall be permitted unless immediately following such assignment:
(A) the aggregate Applicable Percentage of the assigning Lender together with a Commitment the Applicable Percentage held by any Lender which is its Affiliate will be equal to the aggregate Applicable Percentage (whether or not as defined in the proposed assignee would otherwise qualify HB Peru ARCA) of the assigning Lender together with the Applicable Percentage (as an Eligible Assignee)defined in the HB Peru ARCA) held by any Lender which is its Affiliate under the HB Peru ARCA; and
(DB) the aggregate Applicable Percentage of the applicable Eligible Assignee together with the Applicable Percentage held by any Lender which is its Affiliate will be equal to the aggregate Applicable Percentage (as defined in the HB Peru ARCA) of the applicable Eligible Assignee together with the Applicable Percentage (as defined in the HB Peru ARCA) held by any Lender which is its Affiliate under the HB Peru ARCA; and
(vii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment, US$5,000 and the Eligible Assignee, if it shall is not be a Lender, shall deliver any administrative questionnaire required by the Agent; provided that no such fee shall be payable if the Eligible Assignee is an Affiliate of a Lender. In furtherance of the foregoing, on the date of any such assignment pursuant to this Section, HB Peru SAC shall deliver to the Administrative Agent assigning Lender and the assignee Lender, in form and substance satisfactory to the assigning Lender and the assignee Lender, in exchange for the Peruvian Notes previously delivered by HB Peru SAC to the assigning Lender, appropriately completed Peruvian Notes and Peruvian Note Completion Agreements, dated the effective date of such assignment, payable to such assigning Lender and to such assignee Lender, in an Administrative Questionnaire. aggregate amount equal to their respective Advances and Commitments, after giving effect to such assignment, and otherwise duly completed.
(b) Subject to acceptance (if required) and recording thereof by the Administrative Agent pursuant to paragraph (c) of this SectionSection 11.3, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this AgreementAgreement and the other Loan Documents, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.413.8, 5.613.9 and 13.10, and 11.4 shall continue to be liable for any breach of this Agreement by such Lender, in each case with respect to facts and circumstances occurring prior to before the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this SectionSection 11.4. Any payment by an assignee to an assigning Lender in connection with an assignment or transfer shall not be or be deemed to be a repayment by the Borrower or a new Advance to the Borrower.
Appears in 1 contract
Assignments by Lenders. Any (i) Subject to the conditions set forth in Section 10.04(b)(ii) below, and subject to the provisions of Section 10.12 below, any Lender may may, at any time de minimus cost to Borrower or Guarantor (but in no event shall either bear Administrative Agent's or Lenders' costs except such costs incurred during the existence of a Default or they otherwise agree in writing), assign to one or more Eligible Assignees Persons (other than an Ineligible Institution) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld, provided that it would be reasonable for Borrower to withhold consent to assignment if such assignment could cause a termination of any Swap Agreement pertaining to the Loan or could result in additional taxes payable by Borrower or Guarantor) of:
(A) Borrower, provided that Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within 10 Business Days after having received notice thereof, and provided further that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund (unless such assignment to an Affiliate of a Lender or an Approved Fund would result in additional taxes payable by Borrower or Guarantor or if such assignment could cause a termination of any Swap Agreement), or, if a Default has occurred and is continuing, any other assignee; and SMRH:479612560.8 73 (B) Administrative Agent, provided thatthat no consent of Administrative Agent shall be required for an assignment of any Commitment to an assignee that is a Lender (other than a Lender that is a Defaulting Lender) with a Commitment immediately prior to giving effect to such assignment.
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a assignment of the entire remaining amount of the assigning Lender's Commitment or Loans, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the or Loans of the assigning Lender subject to each such assignment (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 DateAgent) shall not be less than $5,000,000, 5,000,000 unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Borrower and Administrative Agent andotherwise consent, so long as provided that no Default or Event such consent of Borrower shall be required if a Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Loan or the Commitment assignedAgreement;
(C) any assignment of a Commitment must be approved by the Administrative Agent and the Issuing Banks unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(D) the parties to each assignment shall execute and deliver to the Administrative Agent Agent, (x) an Assignment and Assumption, together withor (y) to the extent applicable, except in the case of an assignment agreement incorporating an Assignment and Assumption by reference pursuant to a Lender or an Affiliate of a Lender or an Approved Fund Platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, together with respect to a Lender, a processing and recordation fee of $3,500 for each assignment, and 3,500; and
(D) the Eligible Assigneeassignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject Questionnaire in which the assignee designates one or more credit contacts to acceptance and recording thereof by the Administrative Agent pursuant to paragraph whom all syndicate-level information (c) of this Section, from and after the effective date specified in each Assignment and Assumptionwhich may contain material non-public information about Borrower, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this AgreementGuarantor, and the assigning Lender thereunder shall, to the extent of the interest assigned by their Related Parties or their respective securities) will be made available and who may receive such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.4, 5.6, and 11.4 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations information in accordance with paragraph (d) of this Sectionthe assignee's compliance procedures and applicable laws, including Federal and state securities laws.
Appears in 1 contract
Samples: Term Loan and Security Agreement (KBS Growth & Income REIT, Inc.)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees NAIC Approved Lenders all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) and under any Letter of Credit to which it is a party (if such Letter of Credit permits such assignment or the beneficiary consents thereto); provided that
(Ai) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, AXIS Capital must give its prior written consent to such assignment (which consent shall not be unreasonably withheld, it being understood that AXIS Capital shall not be deemed to be unreasonably withholding its consent if, as a result of any such assignment, any Credit Party would incur an obligation to make an increased payment pursuant to Section 2.18 which it would not otherwise have been obligated to make to the Lender prior to such assignment),
(ii) each of the entire remaining amount Administrative Agent and each Issuing Lender with respect to Participated Letters of the assigning Lender's Commitment and the Loans at the time owing Credit must give its prior written consent to it or such assignment (which consent, in each case, shall not be unreasonably withheld),
(iii) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a assignment of the entire remaining amount of the assigning Lender’s Commitment, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (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 DateAgent) shall not be less than $5,000,000, 5,000,000 unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of AXIS Capital and the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;consent,
(Biv) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Loan or the Commitment assignedAgreement,
(C) any assignment of a Commitment must be approved by the Administrative Agent and the Issuing Banks unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(Dv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment3,500, and and
(vi) the Eligible Assigneeassignee, if it shall not be a Lender, shall deliver an Administrative Questionnaire to the Administrative Agent Agent; provided, however, that no Lender will assign, sell participations, syndicate all or a portion of such Letters of Credit or Loans, and its rights and obligations thereunder, to any Person who is (i) listed on the Specially Designated Nationals and Blocked Persons List maintained by the U.S. Department of Treasury Office of Foreign Assets Control (“OFAC”) and/or on any other similar list maintained by the OFAC pursuant to any authorizing statute, Executive Order or regulation; or (ii) either (A) included within the term “designated national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (B) designated under Sections 1(a), 1(b), 1(c) or 1(d) of Executive Order No. 13224, 66 Fed. Reg. 49079 (published September 25, 2001) or similarly designated under any related enabling legislation or any other similar Executive Orders; provided further that any consent of AXIS Capital otherwise required under this paragraph shall not be required if an Administrative QuestionnaireEvent of Default under clause (a), (b), (h) or (i) of Article VII has occurred and is continuing. Subject to Upon acceptance and recording thereof by the Administrative Agent pursuant to paragraph (cd) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 5.42.16, 5.62.17, 2.18 and 11.4 with respect to facts and circumstances occurring prior to the effective date of such assignment10.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (de) of this Section. 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 Administrative Agent and AXIS Capital, the option to provide to the Credit Parties all or any part of any Loan or LC Disbursement that such Granting Lender would otherwise be obligated to make to the Credit Parties pursuant to Section 2.05 or Section 2.01, respectively; provided that (i) nothing herein shall constitute a commitment by any SPV to make any Loan or LC Disbursement, (ii) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan or LC Disbursement, the Granting Lender shall be obligated to make such Loan or LC Disbursement pursuant to the terms hereof and (iii) any Credit Party may bring any proceeding against the Granting Lender or the SPV in order to enforce any rights of such Credit Party under any of the Credit Documents. The making of a Loan or LC Disbursement by an SPV hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan or LC Disbursement 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, AXIS Capital or the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loan or Letter of Credit to its Granting Lender or to any financial institutions (consented to by AXIS Capital and the Administrative Agent) providing liquidity and/or credit support (if any) with respect to commercial paper issued by such SPV to fund such Loans or issue such Letters of Credit and such SPV may disclose, on a confidential basis, confidential information with respect to AXIS Capital 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 Loans or LC Disbursements under this Agreement.
Appears in 1 contract
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that:
(Aa) except in the case of an assignment of the entire remaining amount of the assigning Lender's ’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if "a “Trade Date" ” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of a RC Loan and RC Commitment, unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(Bb) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that this clause (b) shall not apply to rights in respect of Swing Loans;
(Cc) any assignment of a RC Commitment must be approved by the Administrative Agent Agent, the Swing Lender and the Issuing Banks Bank unless the Person that is the proposed assignee is is
itself a Lender or an Affiliate of a Lender with a RC Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and;
(Dd) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 (in the aggregate per assignment except for each assignmentassignment by the Arranger as to which there shall be no processing and recordation fee), and the Eligible Assignee, if it shall is not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement ; and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.4, 5.6, and 11.4 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section.
Appears in 1 contract
Samples: Credit Agreement (New Enterprise Stone & Lime Co., Inc.)
Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) of this Section 10.04, any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) to one or more Eligible Assignees with the prior written consent of:
(A) the Borrower (such consent not to be unreasonably withheld after expiration of the Certain Funds Period, it being understood that prior thereto the Borrower may withhold its consent in its discretion), provided that no consent of the Borrower shall be required for an assignment to (x) (i) a Lender, (ii) an Affiliate of a Lender or (iii) (following the Certain Funds Period) a Related Fund of a Lender, (y) to the extent such consent is not required or is deemed provided pursuant to the syndication provisions of the Fee and Syndication Letter or (z) if a Major Default has occurred and is continuing, any other assignee; and provided thatfurther that the Borrower shall be deemed to have consented to any such assignment unless the Borrower shall object thereto by written notice to the Administrative Agent within 15 Business Days after having received a written request for such consent; and
(B) the Administrative Agent (such consent not to be unreasonably withheld), provided that no consent of the Administrative Agent shall be required for an assignment to a Lender, an Affiliate of a Lender or a Related Fund of a Lender;
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender, an Affiliate of a Lender or a Related Fund of a Lender or an assignment of the entire remaining amount of the assigning Lender's ’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a LenderLoans, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the or Loans of the assigning Lender subject to each such assignment (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 DateAgent) shall not be less than $5,000,000, £5,000,000 unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Borrower and the Administrative Agent andotherwise consent, so long as provided that no Default or such consent of the Borrower shall be required if an Event of Default under clause (a), (b), (g) or (h) of Article VIII has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Loan or the Commitment assignedAgreement;
(C) any assignment of a Commitment must be approved by the Administrative Agent and the Issuing Banks unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment, and 3,500; and
(D) the Eligible Assigneeassignee, if it shall not be a Lender, shall deliver an Administrative Questionnaire to the Administrative Agent an Administrative Questionnaire. (with a copy to the Borrower).
(iii) Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (cb)(v) of this SectionSection 10.04, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits and subject to the limitations of Sections 5.42.11, 5.62.12, 2.13 and 11.4 with respect to facts and circumstances occurring prior to the effective date of such assignment10.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph Section 10.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (dc) of this SectionSection 10.04.
(iv) 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 Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to Section 2.01, provided that (i) nothing herein shall constitute a commitment by any SPV to make any Loan, (ii) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof and shall in any case remain responsible to the other parties for the performance of its obligations under the terms of this Agreement and shall remain the Lender for all purposes hereunder (including, without limitation, with respect to the rights and responsibilities to deliver all consents and waivers required or requested under this Agreement with respect to its SPV) and (iii) the Borrower may bring any proceeding against either or both the Granting Lender or the SPV in order to enforce any rights of the Borrower hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan 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 10.04, any SPV may with notice to, but without the prior written consent of, the Borrower or the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loan to its Granting Lender or to any financial institutions (consented to by the Borrower and the Administrative Agent) providing liquidity and/or credit support (if any) with respect to commercial paper issued by such SPV to fund such Loans and such SPV may disclose, on a confidential basis, confidential information with respect to the Borrower and its Subsidiaries to any rating agency, commercial paper dealer or provider of a surety, guarantee or credit liquidity enhancement to such SPV. Notwithstanding anything to the contrary in this Agreement, no SPV shall be entitled to any greater rights under Section 2.11 or Section 2.13 than its Granting Lender would have been entitled to absent the use of such SPV. This paragraph (iv) may not be amended without the consent of any SPV at the time holding Loans under this Agreement.
(v) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices in New York City a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, the Commitment of, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. 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.
(vi) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b)(ii)(C) of this Section 10.04 and any written consent to such assignment required by paragraph (b)(i) of this Section 10.04, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph (vi).
Appears in 1 contract
Assignments by Lenders. Any (i) Each Lender may at assign any time assign to one or more Eligible Assignees all or a portion of its rights Loans, its Note and obligations under this Agreement (including all or a portion of its Commitment (but only with the consent of Administrative Agent, which consent shall not be unreasonably withheld if the proposed assignee is an Eligible Institution and shall not be required if the Loans at the time owing to itLender assigning its Loan is Administrative Agent); , provided that:
(A) except no such consent by Administrative Agent shall be required in the case of any assignment by any Lender to another Lender (provided such other Lender is not a Defaulting Lender) or an assignment of the entire remaining amount Affiliate of the assigning Lender or another Lender (provided such other Lender is not a Defaulting Lender's Commitment and ) except to the Loans at extent that Administrative Agent has reserved the time owing right to it or consent to further assignments to a Lender in connection with the case granting of an its consent to the initial assignment to a such Lender;
(B) except to the extent Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an Affiliate of a Lender or Lender) shall be in an Approved Fund with respect amount at least equal to a Lender$5,000,000 or, if less, the aggregate entire amount of the Commitment assigning Lender’s Loans and Commitment;
(which for this purpose includes Loans outstanding thereunderC) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (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) shall not be less than $5,000,000, unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(B) each partial assignment shall be made as including an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Loan or the Commitment assigned
(C) any assignment of a Commitment must be approved by the Administrative Agent and the Issuing Banks unless the Person that is the proposed assignee is itself a another Lender or an Affiliate of a Lender) by a Lender with a of its Loans or Commitment (whether or not shall be made in such manner so that the proposed assignee would otherwise qualify as an Eligible Assignee); andsame portion of its Loans and Commitment is assigned to the respective assignee;
(D) upon execution and delivery by the parties assignee (even if already a Lender) to each assignment shall execute Borrower and deliver to the Administrative Agent of an Assignment and AssumptionAssumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrument, together withand upon consent thereto by Administrative Agent to the extent required above, except in the case assignee shall have, to the extent of an such assignment (unless otherwise consented to a Lender or an Affiliate by Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or an Approved Fund with respect portions thereof) assigned to a Lenderit (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Lender shall pay Administrative Agent a processing and recordation recording fee of $3,500 for each assignment, and the Eligible Assigneereasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assignee, if it shall is not be already a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.4, 5.6, and 11.4 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section.;
Appears in 1 contract
Samples: Credit Agreement (American Realty Capital New York Recovery Reit Inc)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that
(Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender's ’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, 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) , shall not be less than $5,000,000, 5,000,000 unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent consents (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Loan Loans or the Commitment assigned;
(Ciii) any assignment of a Commitment must be approved by the Administrative Agent and the Issuing Banks (not to be unreasonably withheld) unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(Div) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.43.01, 5.63.04, 3.05, and 11.4 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph subsection (d) of this Section.
Appears in 1 contract
Samples: Term Loan Agreement (Health Care Property Investors Inc)
Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld (it being understood that it will not be unreasonable for the Borrowers to withhold consent to an assignment to any assignee whose long term debt obligations are then rated below Baa3 by Mxxxx’x Investor Service, Inc. or below BBB- by Standard & Poor’s Rating Services)) of:
(A) the Borrowers, provided that no consent of the Borrowers shall be required for an assignment to a Lender, an Affiliate of a Lender or, if an Event of Default has occurred and is continuing, any other assignee; and
(B) the Administrative Agent, provided thatthat no consent of the Administrative Agent shall be required for an assignment to a Lender or an Affiliate of a Lender.
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the or Loans of the assigning Lender subject to each such assignment (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 DateAgent) shall not be less than $5,000,000, 5,000,000 unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of Borrower and the Administrative Agent andotherwise consent, so long as provided that no Default or Event such consent of the Borrowers shall be required if a Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(B) each partial assignment with respect to Syndicated Loans shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Loan or the Commitment assignedSyndicated Loans under this Agreement;
(C) any assignment of a Commitment must be approved by the Administrative Agent and the Issuing Banks unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together withwith a processing and recordation fee of $3,500, except in the case of an assignment referred to a Lender in Section 5.07, in which case the Borrower or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment, and the Eligible Assigneeassignee shall pay such fee;
(D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. ; and
(E) any assignee or prospective assignee shall execute a confidentiality agreement pursuant to Section 11.12(b) prior to receiving any Confidential Information.
(iii) Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (cb)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption, Assumption the Eligible Assignee assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be subject to its obligations under Section 11.12 for a period of two years following the effective date specified in such Assignment and Assumption and entitled to the benefits of Sections 5.45.01, 5.65.05, 5.06 and 11.4 with respect to facts and circumstances occurring prior to the effective date of such assignment11.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph Section 11.06 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (dc) of this Section.
(iv) The Administrative Agent, acting for this purpose as an agent of the Borrowers, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrowers, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior notice.
(v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.
Appears in 1 contract
Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) of this Section, any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans and LC Disbursements at the time owing to it) to one or more NAIC Approved Banks (or to any other Person whose obligations in respect of Letters of Credit shall be confirmed by a NAIC Approved Bank) with the prior written consent (such consent not to be unreasonably withheld) of:
(A) the Account Parties, provided that no consent of any Account Party shall be required for an assignment to a Lender, an Affiliate of a Lender or, if an Event of Default under clause (a), (b), (g) or (h) of Article VIII has occurred and is continuing, any other assignee; and provided further that the Account Parties shall be deemed to have consented to any such assignment unless any Account Party shall object thereto by written notice to the Administrative Agent within 10 Business Days after having received a written request for such consent;
(B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment to a Lender or an Affiliate of a Lender; and
(C) the Issuing Lender with respect to Participated Letters of Credit; provided thatthat no consent of the Issuing Lender shall be required for an assignment to a Lender or an Affiliate of a Lender;
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a assignment of the entire remaining amount of the assigning Lender’s Commitment, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (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 DateAgent) shall not be less than $5,000,000, 5,000,000 unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Account Parties and the Administrative Agent andotherwise consent, so long as provided that no Default or such consent of the Account Parties shall be required if an Event of Default under clause (a), (b), (g) or (h) of Article VIII has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Loan or the Commitment assignedAgreement;
(C) any assignment of a Commitment must be approved by the Administrative Agent and the Issuing Banks unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment, and 3,500; and
(D) the Eligible Assigneeassignee, if it shall not be a Lender, shall deliver an Administrative Questionnaire to the Administrative Agent an Administrative Questionnaire. (with a copy to XL Group).
(iii) Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (cb)(v) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits and subject to the limitations of Sections 5.42.17, 5.62.18, 2.19 and 11.4 with respect to facts and circumstances occurring prior to the effective date of such assignment10.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph Section 10.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (dc) of this Section.
(iv) 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 Administrative Agent and the Account Parties, the option to provide to the Account Parties all or any part of any Loan or LC Disbursement that such Granting Lender would otherwise be obligated to make to the Account Parties pursuant to Section 2.01, provided that (i) nothing herein shall constitute a commitment by any SPV to make any Loan or LC Disbursement, (ii) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan or LC Disbursement, the Granting Lender shall be obligated to make such Loan or LC Disbursement pursuant to the terms hereof and shall in any case remain responsible to the other parties for the performance of its obligations under the terms of this Agreement and shall remain the Lender for all purposes hereunder (including, without limitation, with respect to the rights and responsibilities to deliver all consents and waivers required or requested under this Agreement with respect to its SPV) and (iii) the Account Parties may bring any proceeding against either or both the Granting Lender or the SPV in order to enforce any rights of the Account Parties hereunder. The making of a Loan or LC Disbursement by an SPV hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan or LC Disbursement 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 Account Parties or the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loan or Letter of Credit to its Granting Lender or to any financial institutions (consented to by the Account Parties and the Administrative Agent) providing liquidity and/or credit support (if any) with respect to commercial paper issued by such SPV to fund such Loans and to issue such Letters of Credit and such SPV may disclose, on a confidential basis, confidential information with respect to any Account Party and its Subsidiaries to any rating agency, commercial paper dealer or provider of a surety, guarantee or credit liquidity enhancement to such SPV. Notwithstanding anything to the contrary in this Agreement, no SPV shall be entitled to any greater rights under Section 2.17 or Section 2.19 than its Granting Lender would have been entitled to absent the use of such SPV. This paragraph may not be amended without the consent of any SPV at the time holding Loans or LC Disbursements under this Agreement.
(v) The Administrative Agent, acting for this purpose as an agent of the Account Parties, shall maintain at one of its offices in New York City a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, the Commitment of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Account Parties, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by any Account Party and any Lender, at any reasonable time and from time to time upon reasonable prior notice.
(vi) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b)(ii)(C) of this Section and any written consent to such assignment required by paragraph (b)(i) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.
Appears in 1 contract
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and the Loans at the time owing to it); provided that
(Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender's Revolving Credit Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Revolving Credit Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Revolving Credit Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (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) shall not be less than $5,000,000, unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered to it by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to the end of such fifth (5th) Business Day;
(Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Loan or the Revolving Credit Commitment assigned;
(Ciii) any assignment of a Revolving Credit Commitment must be approved by the Administrative Agent and the Issuing Banks unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Revolving Credit Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(Div) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.44.8, 5.64.9, 4.10, 4.11 and 11.4 13.3 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section.. 106
Appears in 1 contract
Assignments by Lenders. Any Subject to the foregoing sentence, any Lender may at any time assign to one or more Eligible Assignees assignees all or a portion of its rights rights, benefits and obligations under this Agreement and the other Financing Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided provided, however, that:
(Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption Acceptance Agreement 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 DateAgent) shall not be less than $5,000,000U.S.$5,000,000 (or such lower amount approved by the Borrower, unless which approval shall not be unreasonably withheld) and increments of U.S.$1,000,000 in excess thereof (A) or the aggregate principal amount of the Loans of the assigning Lender); provided that simultaneous assignments by or to two or more Related Parties of such assigning Lender shall be combined for purposes of determining whether the minimum assignment requirement is made met; provided, further that no minimum amount shall be needed in respect of an assignment to an existing a Lender, to an Affiliate thereof, of a Lender or to an Approved Fund, or in which case no minimum amount shall apply, or (B) each of an assignment of the Administrative Agent and, so long as no Default or Event entire remaining amount of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through Lender’s Commitment and/or Loans at the Administrative Agent) unless such consent is expressly refused by the Borrower prior time owing to such fifth (5th) Business Dayit;
(Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Loan or the Commitment assignedAgreement;
(C) any assignment of a Commitment must be approved by the Administrative Agent and the Issuing Banks unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(Diii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance Agreement, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment, and U.S.$3,500;
(iv) the Eligible Assigneeassignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject ; and
(v) any corresponding Promissory Note must also be assigned together with the Lender’s rights and obligations;
(vi) no consent shall be required for any assignment, except that if such assignment is to acceptance and recording thereof a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund, the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required; provided, that the Administrative Agent shall promptly inform the Borrower in writing upon receipt of a request from any Lender in connection with any assignment to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; provided, further that failure by the Administrative Agent to give such notice shall not affect the validity of such assignment; and
(vii) for so long as no Default shall have occurred and be continuing, the Borrower shall not be obligated to pay to any assignee any additional amounts pursuant to paragraph (c) of this Section, from and after the effective date specified Section 2.14 in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent excess of the interest assigned by such Assignment and Assumption, maximum amounts that the Borrower would have the rights and obligations of a Lender under this Agreement, and been obligated to pay to the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of if the assigning Lender's rights and obligations under this AgreementLender had not assigned such Loan to such assignee, unless the circumstances giving rise to such Lender shall cease to be excess payment result from a party hereto) but shall continue to be entitled to Change in Law after the benefits of Sections 5.4, 5.6, and 11.4 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section.
Appears in 1 contract
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans Advances at the time owing to it); provided that
(Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender's ’s Commitment and the Loans Advances at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans Advances outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans Advances of the assigning Lender subject to each such assignment (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) shall not be less than $5,000,00010,000,000, unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent consents (each such consent not to be unreasonably withheld or delayed); provided provided, however, that the Borrower shall concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be deemed to have given its consent five (5) Business Days after the date written notice thereof treated as a single assignment for purposes of determining whether such minimum amount has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Daymet;
(Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Loan or the Commitment assignedAgreement;
(Ciii) any assignment of a Commitment must be approved by the Administrative Agent and the Issuing Banks unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(Div) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 (it being understood that only one such processing fee is payable for each assignment, the series of concurrent assignments to members of an Assignee Group or the series of concurrent assignments from members of an Assignee Group to a single Eligible Assignee or to an Eligible Assignee and members of its Assignee Group) and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (cb) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.42.9, 5.62.10, 2.12(b), 9.1(a), 9.1(b), 9.1(c), and 11.4 9.1(d) with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (dc) of this Section.
Appears in 1 contract
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and the Loans at the time owing to it) with the prior written consent (such consent in each case not to be unreasonably withheld or delayed) of (x) the Company (provided that the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof), provided, further, that no consent of the Company shall be required (i) for an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or (ii) if an Event of Default under clause (a), (b), (h) or (i) of Article VIII has occurred and is continuing, for an assignment to any other Person and (y) the Administrative Agent; provided, that no consent of the Administrative Agent shall be required for an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, and in the case of any Revolving Credit Commitment, each Issuing Lender and the Swingline Lender; provided thatthat assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or a Lender Affiliate or an assignment of the entire remaining amount of the assigning Lender's ’s Revolving Credit Commitment and and/or the Loans at the time owing to it, the amount of the Revolving Credit Commitments and/or the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption Acceptance 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 DateAgent) shall not be less than $5,000,000, 5,000,000 unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Company and the Administrative Agent and, so long as otherwise consent (provided that no Default or such consent of the Company shall be required if an Event of Default under clause (a), (b), (h) or (i) of Article VIII has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;,
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Loan or the Commitment assignedAgreement,
(C) any assignment of a Commitment must be approved by the Administrative Agent and the Issuing Banks unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment, and 3,500,
(D) the Eligible Assigneeassignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) other than assignments to an existing Lender, assignments to Lenders that will acquire a portion of the Obligations of a Dutch Subsidiary Borrower shall only be permitted if such person is a Dutch Non-Public Lender. Subject to Upon acceptance and recording thereof by the Administrative Agent pursuant to paragraph (cd) of this Section, from and after the effective date specified in each Assignment and AssumptionAcceptance, the Eligible Assignee assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, be released from its obligations (subject to Section 10.05) under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 5.42.14, 5.62.15, 2.16 and 11.4 with respect 10.03 and subject to facts and circumstances occurring prior to the effective date of such assignmentSection 10.05). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (de) of this Section. The Company shall not be liable for any costs or expenses of any Lender in effecting any assignment under this Section. 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 Administrative Agent and the Company, the option to provide to any Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to such Borrower pursuant to Section 2.01; provided that (i) nothing herein shall constitute a commitment by any SPV to make any Loan, (ii) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof, (iii) any Borrower may bring any proceeding against either the Granting Lender or the SPV in order to enforce any rights of such Borrower under any of the Loan Documents and (iv) such grant to the SPV must be recorded in the Participant Register. The making of a Loan by an SPV hereunder shall utilize the Revolving Credit Commitment of the Granting Lender to the same extent, and as if, such Loan 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 Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to its Granting Lender or to any financial institutions (consented to by the Company and the Administrative Agent, which consent, in each case, shall not be unreasonably withheld) providing liquidity and/or credit support (if any) with respect to commercial paper issued by such SPV to fund such Loans 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 Loans under this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Cambrex Corp)
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Loan Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that
(Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if a "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date) , shall not be less than $5,000,000, 15,000,000 unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Designated Event of Default has occurred and is continuing, the Borrower Borrowers otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Loan Agreement with respect to the Loan Loans or the Commitment assigned, it being understood that non-pro rata assignments of or among any of the Commitments and Loans are not permitted;
(Ciii) any assignment of a Commitment or Loan must be approved by the Administrative Agent and, so long as no Designated Event of Default has occurred and is continuing, the Issuing Banks Borrowers (each such consent not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee);
(iv) so long as Fortis is the Administrative Agent, any assignment by Fortis or any of its Affiliates of all or a portion of its Commitments or Loans that would result in Fortis and its Affiliates holding in aggregate less than twenty percent (20%) of the Aggregate Commitments, or, if the Commitments are not then in effect, the aggregate Loan outstanding, shall require, so long as no Designated Event of Default has occurred and is continuing, the consent of the Borrowers (each such consent not to be unreasonably withheld or delayed; and
(Dv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this SectionSection 15.3, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Loan Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Loan Agreement, and the assigning Lender thereunder shall, to the extent of
(a) U that is greater than the amount that the Borrowers would have been obligated to pay such Eligible Assignee's assignor if such assigning Lender had not assigned to such Eligible Assignee any of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, unless (1) the circumstances giving rise to such Lender shall cease to be a party hereto) but shall continue to be entitled to greater payments did not exist at the benefits of Sections 5.4, 5.6, and 11.4 with respect to facts and circumstances occurring prior to the effective date time of such assignment. Any , or (2) the Borrowers consented to the assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by to such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this SectionEligible Assignee.
Appears in 1 contract
Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of:
(A) during the Drawing Period, the Borrower, provided that (x) no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender or an Approved Fund (except that the assignor shall provide notice to the Borrower within a reasonable time period following such assignment), provided further that after having received notice thereof the Borrower’s consent shall not be unreasonably withheld or delayed, and (y) if an Event of Default has occurred and is continuing, no consent of the Borrower shall be required for an assignment to any Eligible Assignee, except that the Borrower shall have the right to object to and prohibit any proposed assignment that would cause the Borrower to violate Applicable Law; and
(B) the Administrative Agent; provided thatthat no consent of the Administrative Agent shall be required for an assignment to a Lender, FLL, an Affiliate of a Lender or FLL, or an Approved Fund.
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender, FLL an Affiliate of a Lender or FLL, or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender's ’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lenderoutstanding Loans, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption Acceptance 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 DateAgent) shall not be less than $5,000,000, 1,000,000 and subject to Section 10.04(b)(ii)(D) unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Borrower and the Administrative Agent andotherwise consent, so long as provided that no Default or such consent of the Borrower shall be required if an Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Loan or the Commitment assigned
(C) any assignment of a Commitment must be approved by the Administrative Agent and the Issuing Banks unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment3,500, and payable by the Eligible Assigneeassignor or the assignee;
(C) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. ;
(D) in relation to any Assignment made during the Drawing Period (x) other than in relation to any Assignment by a Lender to its Affiliate or to an Approved Fund, the assigning Lender shall retain Loans and/or Commitments in the aggregate principal balance of at least $25,000,000, and the assignee lender shall acquire, upon an assignment by any one or more assigning Lender, Loans and/or Commitments in the aggregate principal balance of at least $25,000,000; (y) an assigning Lender shall, prior to any assignment, permit the other Lenders at such time to participate, at their sole discretion, in amounts to be assigned, pro rata to the aggregate amounts of their existing Loans and Commitments (and provided that the minimum retention and transfer requirements set for in (x) are complied with); and (z) such assignee Lender is not a Competitor or, unless an Event of Default shall have occurred and be continuing, a hedge fund but rather a bank, financial institution or Approved Fund; for the avoidance of doubt, the requirement in this clause (D) shall not apply to any assignment or transfers after the Drawing Period.
(iii) Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (cb)(iv) of this Section, from and after the effective date specified in each Assignment and AssumptionAcceptance, the Eligible Assignee assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender under this AgreementAgreement (provided no Borrower Group Company shall be obliged to make any payment to such assignee under Sections 2.13, 2.14 and 2.15 of this Agreement in an amount greater than it would have had to make had such assignment not taken place based on applicable laws, rules or regulations existing at the time of such assignment), and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 5.42.13, 5.62.14, 2.15 and 11.4 with respect to facts and circumstances occurring prior to the effective date of such assignment10.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph Section shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (dc) of this Section 10.04.
(iv) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. 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.
(v) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Acceptance and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.
Appears in 1 contract
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that
(Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender's ’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (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) shall not be less than $5,000,000, in the case of any assignment, unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) unless each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the US Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the US Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the US Borrower prior to such fifth (5th) Business Day;
(Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned;
(Ciii) any assignment of a Commitment must be approved by the Administrative Agent Agent, the Canadian Dollar Lender, the Swingline Lender and the Issuing Banks Lender unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(Div) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,500 for each assignment3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.44.8, 5.64.9, 4.10, 4.11 and 11.4 14.3 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph subsection (d) of this Section.
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Samples: Credit Agreement (SCP Pool Corp)
