Assignments by Lenders. Any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under the Financing Documents (including all or a portion of its Commitments and the Loans at the time owing to it); provided that (i) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment(s), the amount of the Commitment(s) of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 unless the Borrower and the Administrative Agent otherwise consent (provided 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 met), (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under the Financing Documents, (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500, and (iv) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuing. Upon acceptance and recording pursuant to paragraph (d) of this Section, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement and the other Financing Documents, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing Documents, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.06, 10.03, 10.04 and 12.
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 the Financing Documents this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it); , provided that that:
(i) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender Eligible Assignee or an assignment of the entire remaining amount of the assigning Lender’s Commitment(s)interests, the amount of the Commitment(s) Commitments of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent (consent, provided that concurrent assignments to members no such consent of the Borrower shall be required if an Assignee Group Event of Default under Section 8(a) or 8(f) has occurred 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 met), is continuing;
(ii) 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, provided that this clause shall not be construed to prohibit the Financing Documents, assignment of a proportionate part of all the assigning Lender’s rights and obligations. This Section 10.6(b)(ii) shall not be construed to prohibit assignment of a proportionate part of all the assigning Lender’s rights and obligations;
(iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500, and 3,500 ; provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds or Affiliates of the same Lender; and
(iv) the assigneeany Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; providedadministrative questionnaire in which such Eligible Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, furtherthe Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with such Eligible Assignee’s compliance procedures and applicable laws, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred including Federal and is continuingstate securities laws. Upon Subject to acceptance and recording thereof pursuant to paragraph (dc)(ii) of this Sectionbelow, from and after the effective date specified in each Assignment and Acceptance, Assumption the assignee Eligible Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.062.15, 10.032.16, 10.04 2.17 and 1210.5). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6 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 (d) of this Section 10.6.
Appears in 1 contract
Samples: Credit Agreement (Radiation Therapy Services Holdings, Inc.)
Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) of this Section, any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under the Financing Documents this Agreement (including all or a portion of its Commitments Commitment and the Loans LC Disbursements at the time owing to it); ) to one or more NAIC Approved Banks 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, an Approved Fund or, if an Event of Default under clause (ia), (b), (g) or (h) of Article VIII has occurred and is continuing, any other assignee; and
(B) the Administrative Agent.
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender, an Approved Fund or an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment(s)Commitment, the amount of the Commitment(s) Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 5,000,000 unless each of the Borrower Account Parties and the Administrative Agent otherwise consent (consent, provided that concurrent assignments to members no such consent of the Account Parties shall be required if an Assignee Group and concurrent assignments from members Event of an Assignee Group to a single Eligible Assignee Default under clause (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 meta), (iib), (g) or (h) of Article VIII has occurred and is continuing;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under the Financing Documents, this Agreement;
(iiiC) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500, and ; and
(ivD) the assignee, if it shall not be a Lender, shall deliver an Administrative Questionnaire to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if (with a Default has occurred and is continuing. Upon copy to XL Capital).
(iii) Subject to acceptance and recording thereof pursuant to paragraph (db)(v) of this Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations obliga-tions under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.062.09, 2.10 and 10.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this 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 (c) of this Section.
(iv) Notwithstanding anything to the contrary contained herein, 10.04 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 12the 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 (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. Notwithstanding anything to the contrary in this Agreement, no SPV shall be entitled to any greater rights under Section 2.09 or Section 2.10 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 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, 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
Samples: Credit Agreement (Xl Capital LTD)
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 the Financing Documents this Agreement (including all or a portion of its Commitments Commitment and the Loans at the time owing to it); provided that that:
(a) except if (i) except an Event of Default or Event of Default (Lithia Canada Dealer) has occurred and is continuing or (ii) in the case of an assignment of the entire remaining amount of the assigning Xxxxxx’s Commitment and the Loans at the time owing to it or (iii) in the case of an assignment to a Lender, Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of Lender, the entire remaining aggregate amount of CREDIT AGREEMENT LEGAL_43503785.7 the assigning Lender’s Commitment(s), the amount of the Commitment(s) of the assigning Lender subject to each such assignment Commitment or Loan being assigned (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agentwhich for this purpose includes Loans outstanding thereunder) shall not be less than $1,000,000 10,000,000, unless the Borrower and the Administrative Agent otherwise consent (provided that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group consents to a single Eligible Assignee lower amount (each such consent not to be unreasonably withheld 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 metdelayed), ; (iib) 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 Financing DocumentsLoan or the Commitment assigned; (c) any assignment must be approved by the Administrative Agent and Master Borrower (such approval not to be unreasonably withheld or delayed), after consultation with the Borrowers, unless: (i) the proposed assignee is itself already a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender; (ii) the proposed assignee is the Administrative Agent or the Issuing Bank; or (iii) an Event of Default or Event of Default (Lithia Canada Dealer) has occurred and is continuing; and (d) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500, 3,500 and (iv) the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuing. Upon Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (d) of this SectionSection 14.3, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing Loan Documents, including any collateral security, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.06Section 4.10 and Section 15.8, 10.03and shall continue to be liable for any breach of this Agreement by such Lender, 10.04 with respect to facts and 12circumstances 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 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 Section 14.4. 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 Borrowers or a new Loan to the Borrowers.
Appears in 1 contract
Samples: Credit Agreement (Lithia Motors Inc)
Assignments by Lenders. Any Lender may assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under the Financing Documents this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it); provided that (i) except in the case of an assignment to a Lender, Lender or an Affiliate of a Lender (other than in the case of an assignment to such an Affiliate that would impose costs on the Borrower pursuant to Section 2.12 or 2.14 in excess of those costs incurred prior to such assignment), each of the Borrower and each Administrative Agent must give their prior written consent to such assignment (which consent shall not be unreasonably withheld), (ii) except in the case of an assignment to a Lender or an Approved Fund with respect to Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s 's Commitment(s), the amount of the Commitment(s) of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative AgentAgents) shall not be less than $1,000,000 10,000,000 unless each of the Borrower and the each Administrative Agent otherwise consent (provided 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 met)consent, (iiiii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under the Financing Documentsthis Agreement, (iiiiv) the parties to each assignment shall execute and deliver to the Administrative Agent Agents an Assignment and Acceptance, together with a processing and recordation fee of $3,500, and (ivv) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent Agents an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a an Event of Default under clause (h) or (i) of Article VIII has occurred and is continuing. Upon acceptance and recording pursuant to paragraph (d) of this Section, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s 's rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.062.12, 10.032.13, 10.04 2.14 and 1210.
Appears in 1 contract
Samples: Loan Agreement (NRG Energy Inc)
Assignments by Lenders. Any Lender may assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under the Financing Documents this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it); provided that (i) except in the case of an assignment by a Lender to a another Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender or an Affiliate of a Lender, each of the Borrower and the Administrative Agent (and, in the case of an assignment of all or a portion of a Commitment or any Lender's obligations in respect of its LC Exposure, Swingline Exposure or Foreign Currency Exposure, the Issuing Lenders, the Swingline Lender and the Foreign Currency Lender) must give their prior written consent to such assignment (which consent in each case shall not be unreasonably withheld), (ii) except in the case of an assignment by a Lender to another Lender, an Affiliate of a Lender or with respect to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s 's Commitment(s), the amount of the Commitment(s) of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent (provided 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 met)consent, (iiiii) each partial assignment of any Class of Commitment or Loans shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations of such Class of Commitment and Loans under the Financing Documentsthis Agreement, (iiiiv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500, and (ivv) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, provided further that any consent of the Borrower otherwise required under this paragraph shall not be required if a an Event of Default under clause (h) or (i) of Article VIII has occurred and is continuing. Upon acceptance and recording pursuant to paragraph (d) of this Section, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement and the other Financing Documents, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing Documents, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.06, 10.03, 10.04 and 12.Credit Agreement
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 the Financing Documents this Agreement (including all or a portion of its Commitments 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 any such assignment shall be subject to the following conditions:
(i) except 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, Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of Lender, the entire remaining aggregate amount of the assigning Lender’s Commitment(s)Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the amount principal outstanding balance of the Commitment(s) Loans of the assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $1,000,000 5,000,000 in the case of any assignment, unless the Borrower and each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower Representative otherwise consents (each such consent (provided not to be unreasonably withheld or delayed); 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 met), .
(ii) each 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 Financing DocumentsLoans or the Commitment assigned, except that this clause (ii) shall not apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans.
(iii) No consent shall be required for any assignment except to the extent required by subsection (b)(i) of this Section and, in addition:
(A) the consent of the Borrower Representative (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund, provided that the Borrower Representative shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitment 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; and
(C) the consent of the L/C Issuer (such consent not to be unreasonably withheld or delayed); and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed).
(iv) The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee in the amount of $3,5003,500 payable to the Administrative Agent; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and (iv) recordation fee in the case of any assignment. The assignee, if it shall is not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided.
(v) No such assignment shall be made (a) to any Credit Party or any Affiliate or Subsidiary of any Credit Party, further(b) to any Defaulting Lender or any of its Subsidiaries, that or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (b), or (c) to a natural person.
(vi) 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 otherwise required Borrowers 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, the L/C Issuer 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 and Swing Line Loans in accordance with its Applicable 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 paragraph, then the assignee of such interest shall not be required if deemed to be a Default has occurred and is continuingDefaulting Lender for all purposes of this Agreement until such compliance occurs. Upon Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (dc) of this Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits and obligations of Sections 3.063.01, 10.033.04, 3.05, and 10.04 with respect to facts and 12circumstances 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 waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender. 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 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 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 the Financing Documents this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it); , provided that that:
(i) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender Eligible Assignee or an assignment of the entire remaining amount of the assigning Lender’s Commitment(s)interests under any Facility, the amount of the Commitment(s) Commitments or Loans, as applicable, of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 unless each of the Borrower Borrowers and the Administrative Agent otherwise consent (consent, provided that concurrent assignments to members no such consent of the Borrowers shall be required if an Assignee Group Event of Default under Section 8(a) or 8(f) has occurred 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 met), is continuing;
(ii) 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, provided that this clause shall not be construed to prohibit the Financing Documents, assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of each Facility. This Section 96(b)(ii) shall not be construed to prohibit assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of a single Facility;
(iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500, and ; provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds or Affiliates of the same Lender; and
(iv) the assigneeany Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; providedadministrative questionnaire in which such Eligible Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about a Borrower or it securities) will be made available and who may receive such information in accordance with such Eligible Assignee’s compliance procedures and applicable laws, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred including Federal and is continuingstate securities laws. Upon Subject to acceptance and recording thereof pursuant to paragraph (dc)(ii) of this Sectionbelow, from and after the effective date specified in each Assignment and Acceptance, Assumption the assignee Eligible Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.062.18, 10.032.19, 10.04 2.20 and 129.5). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this 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 (d) of this Section 9.6.
Appears in 1 contract
Samples: Credit Agreement (21st Century Oncology 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 the Financing Documents this Agreement (including all or a portion of its Commitments Commitment and the Loans (including for purposes of this Section 10.5(b), participations in LC Obligations and in Swing Line Loans) at the time owing to it); provided that that
(i) 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, Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of Lender, the entire remaining aggregate amount of the assigning Lender’s Commitment(s)Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the amount principal outstanding balance of the Commitment(s) Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Administrative AgentAssignment and Assumption, as of the Trade Date) shall not be less than $1,000,000 unless the Borrower and the Administrative Agent otherwise consent (provided 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 met), 5,000,000;
(ii) 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 Financing Documents, Loan or the Commitment assigned;
(iii) any assignment of a Commitment must be approved by Administrative Agent, the Swing Line Lender and the LC Issuer unless the Person that is the proposed assignee is itself a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,5003,000, and (iv) the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuing. Upon Subject to acceptance and recording thereof by Administrative Agent pursuant to paragraph (dc) of this Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.06, 10.03, 10.04 Article III and 12Section 10.4 and Section 10.12 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 the Financing Documents this Agreement (including all or a portion of its Commitments Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations) at the time owing to it); provided that (i) 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, Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of Lender, the entire remaining aggregate amount of the assigning Lender’s Commitment(s)Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the amount principal outstanding balance of the Commitment(s) Loans of the assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $1,000,000 5,000,000 unless the Borrower and the Administrative Agent and, so long as no Event of Default has occurred and is continuing, GFI, otherwise consents (each such consent (provided that concurrent assignments not to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (be unreasonably withheld 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 metdelayed), ; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s Loans and Commitments, and rights and obligations under the Financing Documentswith respect thereto, assigned; (iii) any assignment of a Revolving Commitment must be approved by the Administrative Agent unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500, and (iv) the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuing. Upon Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (dc) of this Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.063.01, 10.033.04, 10.04 3.05, 11.04 and 1211.05 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 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 subsection (d) of this Section.
Appears in 1 contract
Samples: Credit Agreement (GFI Group Inc.)
Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) of this Section, any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under the Financing Documents this Agreement (including all or a portion of its Commitments 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 (i) except in the case 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 Approved Fund Affiliate of a Lender; and
(C) the Issuing Lender with respect to Participated Letters of Credit; provided that 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 to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment(s)Commitment, the amount of the Commitment(s) Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 5,000,000 unless each of the Borrower Account Parties and the Administrative Agent otherwise consent (consent, provided that concurrent assignments to members no such consent of the Account Parties shall be required if an Assignee Group and concurrent assignments from members Event of an Assignee Group to a single Eligible Assignee Default under clause (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 meta), (iib), (g) or (h) of Article VIII has occurred and is continuing;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under the Financing Documents, this Agreement;
(iiiC) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500, and ; and
(ivD) the assignee, if it shall not be a Lender, shall deliver an Administrative Questionnaire to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if (with a Default has occurred and is continuing. Upon copy to XL Group).
(iii) Subject to acceptance and recording thereof pursuant to paragraph (db)(v) of this Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits and subject to the limitations of Sections 3.062.10, 2.11 and 10.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this 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 (c) of this Section.
(iv) Notwithstanding anything to the contrary contained herein, 10.04 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 12the 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 Lender may assign to one or more Eligible Assignees banks or other financial institutions (including funds) all or a portion of its rights and obligations under the Financing Documents this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it); provided that PROVIDED that
(i) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, each of the Borrower and the Administrative Agent (and, in the case of an assignment of all or a portion of a Revolving Credit Commitment or any Revolving Credit Lender's obligations in respect of its LC Exposure, each Issuing Bank) must give their prior written consent to such assignment (which consent shall not be unreasonably withheld or delayed) and, in the case of any such assignment as to which no consent of the Administrative Agent is required, the Administrative Agent shall have acknowledged receipt of such assignment,
(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 or an assignment of the entire remaining amount of the assigning Lender’s Commitment(s)'s Commitments, the amount of the Commitment(s) Commitments of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent consents,
(provided 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 met), (iiiii) each partial assignment of rights with respect to any Class of Loans and/or Commitments 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 such Class (including, in the Financing Documentscase of any assignment of Revolving Credit Commitments, of a proportionate part of the assigning Lender's LC Exposure), CREDIT AGREEMENT 110 - 104 -
(iiiiv) the parties to each assignment shall execute and deliver to the Administrative Agent (with sufficient copies for the assignor, the assignee and the Borrower) an Assignment and Acceptance, together with a processing and recordation fee of $3,500, and and
(ivv) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; providedPROVIDED, further, FURTHER that any consent of the Borrower otherwise required under this paragraph shall not be required if a an Event of Default under clause (h) or (i) of Article VIII has occurred and is continuing. Upon acceptance and recording pursuant to paragraph (d) of this Section, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement and the other Financing Documents, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing Documents, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.06, 10.03, 10.04 and 12.
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 the Financing Documents this Agreement (including all or a portion of its Commitments Commitment and the Loans at the time owing to it); provided that that:
(i) except in the case of an any assignment (a) of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it, or (b) to a Lender, Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of Lender, the entire remaining aggregate amount of the assigning Lender’s Commitment(s)Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the amount principal outstanding balance of the Commitment(s) Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative AgentAgent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $3,000,000, in the case of any assignment in respect of Revolving Loans and/or Revolving Commitments, or $1,000,000, in the case of any assignment in respect of Term Loans and/or Term Loan Commitments, and, in each case $1,000,000 unless increments thereof, or if less, all of such Lender’s remaining Loans and commitments of the Borrower and the Administrative Agent otherwise consent applicable Class (provided provided, that concurrent contemporaneous 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 by two or more affiliated Approved Funds shall be treated as a single assignment aggregated for purposes of determining whether meeting such minimum amount has been mettransfer amount), unless each of the Administrative Agent, and so long as no Event of Default under Section 8.01(a), (b), (g), or (h) has occurred and is continuing, the Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed, and which consent shall be deemed to have been given by the Borrower Agent if the Borrower Agent has not responded within ten (10) Business Days of a written request for such consent); provided that such consent of the Borrower Agent shall not be required in connection with the primary syndication of the Revolving Commitments and Term Loans to persons (or any Affiliate or Approved Fund thereof) which the Borrower Agent has previously consented to in writing (including by email);
(ii) 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 Financing DocumentsLoan 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;
(iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,5003,500 (which fee may be waived or reduced by the Administrative Agent in its discretion), and (iv) the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of ;
(iv) no assignment shall be made to a Disqualified Institution without the Borrower otherwise required under this paragraph Agent’s consent in writing (which consent may be withheld in its sole discretion), and upon an inquiry by any Lender to the Administrative Agent as to whether a specific potential assignee or prospective participant is a Disqualified Institution, the Administrative Agent shall be permitted to disclose to such Lender whether such specific potential assignee or prospective participant is on the list of Disqualified Institutions; provided that the Administrative Agent shall not be required responsible for, nor have any liability in connection with, maintaining, updating, monitoring or enforcing the list of Disqualified Institutions unless caused by or is the result of the negligence (including, without limitation, gross negligence), bad faith or willful misconduct of the Administrative Agent or its Related Parties, and each Borrower jointly and severally agrees to indemnify the Administrative Agent for any loss, cost or expense arising from any assignment to a Disqualified Institution that is not caused by or does not result from the negligence (including, without limitation, gross negligence), bad faith or willful misconduct of the Administrative Agent or its Related Parties.
(i) notwithstanding anything to the contrary contained in this Agreement, any Lender may assign all or a portion of its Term Loans (but not, for the avoidance of doubt, any Revolving Commitments) to any Person who is or, after giving effect to such assignment, would be an Equity Investor (other than Affiliated Debt Funds) or an Affiliate of Holdings (other than Holdings, any Borrower or any of their respective subsidiaries or any natural person) (collectively, the “Sponsor Investors”) (without the consent of any Person); provided that (1) the assigning Lender and each Sponsor Investor purchasing such Lender’s Term Loans shall execute and deliver to the Administrative Agent an Affiliate Assignment and Assumption via an electronic settlement system or by manual execution, (2) at the time of such assignment after giving effect to such assignment, the aggregate principal amount of all Term Loans held by the Sponsor Investors shall not exceed 25% of the aggregate principal amount of all Term Loans then outstanding under this Agreement, (3) all parties to the relevant repurchases shall render customary “big-boy” disclaimer letters or any such disclaimers shall be incorporated into the terms of the Affiliate Assignment and Assumption and (4) for the avoidance of doubt, Lenders shall not be permitted to assign Revolving Commitments or Revolving Loans to any Sponsor Investor.
(A) notwithstanding anything to the contrary in this Agreement, the Sponsor Investors shall not have any right to (1) attend (including by telephone or electronic means) any meeting or discussions (or portion thereof) among the Administrative Agent or any Lender to which representatives of the Credit Parties are not invited or (2) receive any information or material provided by the Administrative Agent or any Lender solely to the Lenders or any communication by or among the Administrative Agent and/or one or more Lenders or have access to the Platform used to distribute information to the Lenders, except to the extent such information or materials have been made available to any Credit Party or its representatives.
(B) notwithstanding anything in Section 10.04(b) or the definition of “Required Lenders” to the contrary, for purposes of determining whether the Required Lenders (or all Lenders or affected Lenders) have consented (or not consented) to any amendment, modification, waiver or consent with respect to any of the terms of any Loan Document or any departure by any Credit Party therefrom, the Loans of such Sponsor Investor shall not be included in the calculation of Required Lenders (or if such non-voting designation is unenforceable for any reason, such Sponsor Investor shall be deemed to have voted its interest as a Lender without discretion in the same proportion as the allocation of voting with respect to such matter by Lenders who are not Sponsor Investors); provided that no amendment, modification, waiver or consent with respect to any Loan Document shall deprive such Sponsor Investor of its pro rata share of any payments to which such Sponsor Investor is entitled under the Loan Documents and the Sponsor Investor shall be entitled to vote on any amendment pursuant to Section 10.02(b)(i) - (xi) or which disproportionately affects such Sponsor Investor; and in furtherance of the foregoing, the Sponsor Investor agrees to execute and deliver to the Administrative Agent any instrument reasonably requested by the Administrative Agent to evidence the voting of its interest as a Lender in accordance with the provisions of this Section 10.04(b)(v); provided that if the Sponsor Investor fails to promptly execute such instrument such failure shall in no way prejudice any of the Administrative Agent’s rights under this paragraph.
(vi) (A) notwithstanding anything to the contrary herein, each Sponsor Investor, in its capacity as a Term Loan Lender, in its sole and absolute discretion, may make one or more capital contributions or assignments of Term Loans that it acquires in accordance with Section 10.04(b)(v) directly or indirectly to Holdings or a Borrower solely in exchange for Equity Interests of Holdings (other than Disqualified Capital Stock) upon written notice to the Administrative Agent. Immediately upon Holdings’ or a Borrower’s acquisition of Term Loans from a Sponsor Investor, (x) such Term Loans and all rights and obligations as a Lender related thereto shall for all purposes (including under this Agreement, the other Loan Documents and otherwise) be deemed to be irrevocably prepaid, terminated, extinguished, cancelled and of no further force and effect and such Borrower shall neither obtain nor have any rights as a Lender hereunder or under the other Loan Documents by virtue of such capital contribution or assignment.
(vii) notwithstanding anything to the contrary contained in this Section 10.04(b) or any other provision of this Agreement, each Lender shall have the right at any time to sell, assign or transfer all or a portion of its Term Loans owing to it to Holdings, any Borrower or any of their Subsidiaries on a non-pro rata basis, subject to the following limitations:
(A) no Default or Event of Default has occurred and is then continuing, or would immediately result therefrom;
(B) Holdings, any Borrower or any of their Subsidiaries shall repurchase such Term Loans through either (y) conducting one or more modified Dutch auctions or other buy-back offer processes (each, an “Offer Process”) with a third party financial institution as auction agent to repurchase all or any portion of the Term Loans provided that, (A) notice of such Offer Process shall be made to all Term Loan Lenders, and (B) such Offer Process is conducted pursuant to procedures mutually established by the Administrative Agent and the Borrowers which are consistent with this Section 10.04(b)(vii) or (z) open market purchases on a non-pro rata basis;
(C) with respect to all repurchases made by Holdings, a Borrower or any of their Subsidiaries pursuant to this Section 10.04(b)(vii), none of Holdings, any Borrower or any of their respective Subsidiaries shall be required to make any representations that Holdings, such Borrower or such Subsidiary is not in possession of any information regarding Holdings, its Subsidiaries or its Affiliates, or their assets, Borrowers’ ability to perform their Obligations or any other matter that may be material to a decision by any Lender to participate in any offer or enter into any Affiliate Assignment and Assumption or any of the transactions contemplated thereby that has not previously been disclosed to the Administrative Agent and Private Xxxxxx, (v) the repurchases are in compliance with Sections 6.03 and 6.06 hereof, (w) no Default or Event of Default has occurred and is continuing or would result from such repurchase, (x) Holdings, such Borrower or such Subsidiary shall not use the proceeds of any Revolving Loans or Swing Line Loans to acquire such Term Loans, (y) the assigning Lender and Holdings, such Borrower or such Subsidiary, as applicable, shall execute and deliver to the Administrative Agent an Affiliate Assignment and Assumption in form and substance reasonably satisfactory to the Administrative Agent and (z) all parties to the relevant repurchases shall render customary “big-boy” disclaimer letters or any such disclaimers shall be incorporated into the terms of the Affiliate Assignment and Assumption; and
(D) following repurchase by Holdings, such Borrower or such Subsidiary pursuant to this Section, the Term Loans so repurchased shall, without further action by any Person, be deemed cancelled for all purposes and no longer outstanding (and may not be resold by Holdings, such Borrower or such Subsidiary), for all purposes of this Agreement and all other Loan Documents, including, but not limited to (1) the making of, or the application of, any payments to the Lenders under this Agreement or any other Loan Document, (2) the making of any request, demand, authorization, direction, notice, consent or waiver under this Agreement or any other Loan Document or (3) the determination of Required Lenders, or for any similar or related purpose, under this Agreement or any other Loan Document and the Borrowers shall neither obtain nor have any rights as a Lender hereunder or under the other Loan Documents by virtue of such repurchase (without limiting the foregoing, in all events, such Term Loans may not be resold or otherwise assigned, or subject to any participation, or otherwise transferred by the Borrowers). Upon acceptance In connection with any Term Loans repurchased and cancelled pursuant to this Section 10.04(b)(vii) the Administrative Agent is authorized to make appropriate entries in the Register to reflect any such cancellation. Subject to the recording thereof by the Administrative Agent pursuant to paragraph (dc) of this SectionSection 10.04, from and after the effective date specified such recordation in each Assignment and Acceptancethe Register is made, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption or Affiliate Assignment and Assumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption or Affiliate Assignment and Assumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption or Affiliate Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.06Section 2.12, 10.032.13, 10.04 2.15, and 1210.03 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 Section 10.04.
Appears in 1 contract
Samples: First Lien Credit Agreement (Transfirst Holdings Corp.)
Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under the Financing Documents this Agreement (including all or a portion of its Commitments 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; and
(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 to a Lender, Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment(s)Commitment or Loans, the amount of the Commitment(s) Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent (consent, provided that concurrent assignments no such consent of the Borrower shall be required if an Event of Default under clause (a) or (b) of Article VII (with respect to members principal, interest or fees payable hereunder only) or an Event of an Assignee Group Default with respect to the Borrower under clause (h) or (i) of Article VII has occurred and concurrent assignments from members of an Assignee Group to a single Eligible Assignee is continuing;
(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 met), (iiB) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under the Financing Documents, this Agreement;
(iiiC) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500, and as set forth on Schedule VI from the assignor or assignee; and
(ivD) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuing. Upon .
(iii) Subject to acceptance and recording thereof pursuant to paragraph (db)(v) of this Section, from and after the effective date specified in each Assignment and Acceptance, Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.062.12, 10.032.13, 10.04 2.14 and 129.03). 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 (c) 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. Any Lender may assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under the Financing Documents this Agreement (including all or a portion of its Commitments Commitment and the Loans at the time owing to it); provided that (i) except in the case of an assignment to a Lender, an Affiliate of a Lender, each of the Borrower and the Administrative Agent must give their prior written consent to such assignment (which consent shall not be unreasonably withheld or delayed), (ii) except in the case of an assignment to a Lender or an Approved Fund with respect to Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment(s)Commitment, the amount of the Commitment(s) Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent (provided that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (which consent shall not be unreasonably withheld 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 metdelayed), (iiiii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under the Financing Documentsthis Agreement, (iiiiv) no such assignment shall be permitted to be made to a natural person or a corporation, limited liability company, trust or other entity owned, operated or established for the primary benefit of a natural person and/or family members or relatives of such person, (v) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500, and (ivvi) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, provided further that (x) any consent of the Borrower otherwise required under this paragraph shall not be required if a an Event of Default has occurred and is continuingcontinuing and (y) the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 30 days after having received written notice thereof. Upon acceptance and recording pursuant to paragraph (d) of this Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.062.12, 10.032.13, 10.04 2.14 and 129.03). 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 (e) 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 the Financing Documents this Agreement (including all or a portion of its Commitments and the Loans (including for purposes of this subsection (b), any Participation Interests in the Letters of Credit and Swing Line Loans) at the time owing to it); provided that provided, however, that:
(i) except in the case of any assignment in connection with the primary syndication of the Commitments and Loans made by JPMorgan Chase Bank, N.A. to an Eligible Assignee previously identified to the Borrower, or an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans of the applicable Class, as the case may be, owing to it or in the case of an assignment to a Lender, Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of Lender, (A) the entire remaining aggregate amount of the assigning Lender’s Commitment(s)Revolving Commitment (which for this purpose includes Revolving Loans outstanding thereunder) or, if the Revolving Commitments are not then in effect, the amount principal outstanding balance of the Commitment(s) Revolving Loans of the assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative AgentAgent 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 each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed) and (B) the aggregate amount of any Term Loans of an assigning Lender subject to each such assignments, 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 $1,000,000 unless the Borrower and each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (provided 10) Business Days after having received notice 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 met), ;
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s Lenders’ rights and obligations under this Agreement with respect to the Financing DocumentsLoans or the Commitment assigned, except that this clause (ii) shall not apply to rights in respect of Swing Line Loans;
(iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and (iv) recordation fee in the case of any assignment; provided further that only a single processing and recordation fee shall be payable in respect of multiple contemporaneous assignments to Approved Funds with respect to any Lender. The assignee, if it shall is not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire;
(iv) No such assignment shall be made 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 subclause (iv); providedand
(v) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, furtherno such assignment shall be effective unless and until, that any 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 otherwise required 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 and Swing Line Loans in accordance with its Revolving Commitment 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 paragraph, then the assignee of such interest shall not be required if deemed to be a Default has occurred and is continuingDefaulting Lender for all purposes of this Agreement until such compliance occurs. Upon Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (dc) of this Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.063.01, 10.033.04, 3.05, and 10.04 with respect to facts and 12circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note or Notes to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this 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 subsection (d) of this Section 10.06.
Appears in 1 contract
Samples: Credit Agreement (Medassets 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 Financing other Loan Documents (including all or a portion of its Commitments Commitment and the Loans at the time owing to it); provided that (i) 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, Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of Lender, the entire remaining aggregate amount of the assigning Lender’s Commitment(s)Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the amount principal outstanding balance of the Commitment(s) Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Administrative AgentAssignment and Assumption, as of the Trade Date) shall not be less than $1,000,000 5,000,000 (which minimum may be acquired by the assignee from two or more assigning Lenders), unless the Borrower and the each of Administrative Agent and, so long as no Default has occurred and is continuing, Borrower otherwise consents (each such consent (provided that concurrent assignments not to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (be unreasonably withheld 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 metdelayed), (ii) ; 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 Financing Documents, Loan or the Commitment assigned; any assignment of a Commitment must be approved by LC Issuer (iiisuch consent not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with the Note subject to such assignment and a processing and recordation fee of $3,500, and (iv) the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuingDetails Form in form satisfactory to Administrative Agent. Upon Subject to acceptance and recording thereof by Administrative Agent pursuant to paragraph subsection (dc) of this Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits benefits, and subject to the requirements of, of Sections 3.063.2, 10.033.4, 10.04 3.5 and 1210.4 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 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 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 the Financing Documents this Agreement (including all or a portion of its Commitments Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations) at the time owing to it); provided that that
(i) 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, Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of Lender, the entire remaining aggregate amount of the assigning Lender’s Commitment(s)Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the amount principal outstanding balance of the Commitment(s) Loans of the assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $1,000,000 5,000,000 unless the Borrower and each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent (provided that concurrent assignments not to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (be unreasonably withheld 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 metdelayed), ;
(ii) 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 Financing Documents, Loans or the Commitment assigned;
(iii) any assignment of a Commitment must be approved by the Administrative Agent and L/C Issuer unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,5003,500 (unless the Eligible Assignee is an Affiliate of a Lender, in which case such fee shall not apply), and (iv) the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuing. Upon Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (dc) of this Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s 's rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.063.01, 10.033.04, 3.05, and 10.04 with respect to facts and 12circumstances 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 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 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 the Financing Documents this Agreement (including all or a portion of its Commitments and the Loans Loans) at the time owing to it); provided that provided, however, that:
(i) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment(s)Commitment and the Loans owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender, (A) the aggregate amount of the Commitment(s) any Term Loans of the an assigning Lender subject to each such assignment (assignments, determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $1,000,000 unless the Borrower and each of the Administrative Agent (acting at the direction of the Required Lenders) and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent (provided not to be unreasonably withheld or delayed); 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 met), ;
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s Lenders’ rights and obligations under this Agreement with respect to the Financing Documents, Loans or the Commitment assigned; and
(iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500in the amount, if any, required as set forth in Schedule 10.06, and (iv) the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuing. Upon Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (dc) of this Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.063.01, 10.033.04, 3.05 and 10.04 with respect to facts and 12circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note or Notes to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this 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 subsection (d) of this Section.
Appears in 1 contract
Samples: Credit Agreement (Fairchild Corp)
Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under the Financing Documents this Agreement (including all or a portion of its Commitments 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 that 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 to a Lender, Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment(s)'s Commitment or Loans, the amount of the Commitment(s) Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent (consent, provided that concurrent assignments to members no such consent of the Borrower shall be required if an Assignee Group and concurrent assignments from members Event of an Assignee Group to a single Eligible Assignee Default under clause (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 meta), (iib), (h) or (i) of Article VIII has occurred and is 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, provided that this clause shall not be construed to prohibit the Financing Documents, assignment of a proportionate part of all the assigning Lender's rights and obligations in respect of its Commitment or Loans;
(iiiC) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500, and ; and
(ivD) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuing. Upon acceptance and recording pursuant to paragraph (d) of this Section, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement and the other Financing Documents, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing Documents, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.06, 10.03, 10.04 and 12.
Appears in 1 contract
Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under the Financing Documents this Agreement (including all or a portion of its Commitments 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 that 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
(iii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender, Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment(s)Loans, the amount of the Commitment(s) Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 unless the Borrower and the Administrative Agent otherwise consents (such consent (not to be unreasonably withheld or delayed); provided that concurrent assignments to members no such consent of Borrower shall be required if an Assignee Group Event of Default has occurred and concurrent assignments from members of an Assignee Group to a single Eligible Assignee is continuing;
(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 met), (iiB) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under the Financing Documents, this Agreement;
(iiiC) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500, such fee to be paid by either the assigning Lender or the assignee Lender or shared between such Lenders, and such forms or certificates with respect to United States federal income tax withholding matters as the assignee under such Assignment and Assumption may be required to deliver to Administrative Agent pursuant to Section 2.13(e); and
(ivD) the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; providedQuestionnaire 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, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred including Federal and is continuingstate securities laws. Upon Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (dc) of this SectionSection 10.04, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.062.11, 10.032.14, 10.04 2.13 and 1210.03 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 Section 10.04.
Appears in 1 contract
Samples: Second Lien Credit Agreement (Global Geophysical Services Inc)
Assignments by Lenders. Any Lender may assign to one or more Eligible Assignees all or a any portion of its rights and obligations under the Financing Documents this Agreement (including including, without limitation, all or a portion of its Commitments and Commitments, the Loans Advances owing to it, participations in Letter of Credit Obligations) at the time owing to it); provided that provided, however, that
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Advances being assigned at the time owing to it or in the case of an assignment to a Lender, Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of Lender, the entire remaining aggregate amount of the assigning Lender’s Commitment(s), the amount Commitments and Advances of the Commitment(s) of the assigning such Lender subject being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agentassignment) shall not be less than $1,000,000 unless the Borrower and the Administrative Agent otherwise consent (provided 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 met), 5,000,000.00;
(ii) 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 Financing Documents, Advances or the Commitment assigned;
(iii) the parties to each such assignment shall execute and deliver to the Administrative Agent Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500, and ; and
(iv) each Eligible Assignee (other than an Eligible Assignee that is a Lender or an Affiliate of a Lender) shall pay to the assigneeAdministrative Agent a $3,500 processing and recording fee and shall, if it shall is not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuing. Upon such execution, delivery, acceptance and recording thereof by the Administrative Agent pursuant to paragraph (dc) of this Section, from and after the effective date specified in each Assignment and Acceptance, (A) the assignee Eligible Assignee thereunder shall be a party hereto for all purposes and, to the extent of the interest that rights and obligations hereunder have been assigned by to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement hereunder and the other Financing Documents, and the (B) such 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 Acceptance, relinquish its rights and be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance covering all or the remaining portion of the assigning such Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.062.13, 10.032.14, 10.04 9.04 and 129.05 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
Assignments by Lenders. Any Lender may assign to one or more Eligible Assignees NAIC Approved Lenders all or a portion of its rights and obligations under the Financing Documents this Agreement (including all or a portion of its Commitments Commitment and the Loans at the time owing to it) and under any Syndicated Letter of Credit to which it is a party (if such Syndicated Letter of Credit permits such assignment or the beneficiary consents thereto); provided that PROVIDED that
(i) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund with respect Fund, AXIS Holdings must give its prior written consent to such assignment (which consent shall not be unreasonably withheld),
(ii) except in the case of an assignment to a Lender, the Administrative Agent must give its prior written consent to such assignment (which consent shall not be unreasonably withheld), CREDIT AGREEMENT
(iii) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment(s)'s Commitment, the amount of the Commitment(s) Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 5,000,000 unless the Borrower each of AXIS Holdings and the Administrative Agent otherwise consent consent,
(provided 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 met), (iiiv) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under the Financing Documents, this Agreement,
(iiiv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500, and and
(ivvi) the assignee, if it shall not be a Lender, shall deliver an Administrative Questionnaire to the Administrative Agent an Administrative QuestionnaireAgent; provided, further, PROVIDED FURTHER that any consent of the Borrower AXIS Holdings otherwise required under this paragraph shall not be required if a an Event of Default under clause (a), (b), (h) or (i) of Article VII has occurred and is continuing. Upon acceptance and recording pursuant to paragraph (d) of this Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s 's rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.062.15, 2.16, 2.17 and 10.03). 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 (e) of this Section. Notwithstanding anything to the contrary contained herein, 10.04 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 12AXIS Holdings, 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 2.04 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 Account Party may bring any proceeding against the Granting Lender or the SPV in order to enforce any rights of such Account 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 CREDIT AGREEMENT 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 Holdings or the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loan or Syndicated Letter of Credit to its Granting Lender or to any financial institutions (consented to by AXIS Holdings 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 Syndicated Letters of Credit and such SPV may disclose, on a confidential basis, confidential information with respect to AXIS Holdings 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 assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under the Financing Documents this Agreement (including all or a portion of its Commitments Committed Amounts and the Loans and its Tranche A Credit-Linked Deposit at the time owing to it); provided that that
(i) except in the case of an assignment to a Lender or an Affiliate (or Approved Fund) of a Lender, the Paying Agent (and, in the case of an Affiliate assignment of all or a portion of a Committed Amount or any Lender's obligations in respect of its Tranche A LC Exposure, the Fronting Bank) must give their prior written consents to such assignment (which consents shall not be unreasonably withheld or delayed),
(ii) except in the case of an assignment to a Lender or an Affiliate (or Approved Fund with respect to Fund) of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment(s's Committed Amount(s), the amount of the Commitment(sCommitted Amount(s) of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Paying Agent) shall not be less than $1,000,000 unless the Borrower and the Administrative Paying Agent otherwise consent consents,
(provided 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 met), (iiiii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under the Financing Documents, this Agreement,
(iiiiv) the parties to each such assignment shall execute and deliver to the Administrative Paying Agent an Assignment and AcceptanceAcceptance (such Assignment and Acceptance to be (A) electronically executed and delivered to the Paying Agent via an electronic settlement system then acceptable to the Paying Agent, which shall initially be the settlement system of ClearPar, LLC, or (B) manually executed and delivered together with a processing and recordation fee of $3,500, and ),
(ivv) the assignee, if it shall not be a Lender, shall deliver to the Administrative Paying Agent an Administrative Questionnaire; providedQuestionnaire and any applicable tax forms as may be requested by the Paying Agent, furtherand
(vi) in connection with each assignment of Tranche A Funding Amounts, that any consent the Tranche A Credit-Linked Deposit of the Borrower otherwise required under this paragraph assignor Lender shall not be required if a Default has occurred released, but shall instead be purchased by the relevant assignee and is continuing. Upon acceptance and recording pursuant continue to paragraph be held for application (d) of this Section, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent not already applied) in accordance with Article II to satisfy such assignee's obligations in respect of Tranche A Loans and the Tranche A LC Exposure. Each Tranche A Lender agrees that immediately prior to each assignment by a Tranche A Lender (i) the Paying Agent shall establish a new Tranche A Credit-Linked Sub-Account in the name of the interest assigned assignee, (ii) unless otherwise consented to by such Assignment and Acceptancethe Paying Agent, have a corresponding portion of the rights and obligations of a Lender under this Agreement and the other Financing Documents, and the assigning Lender thereunder shall, Tranche A Credit-Linked Deposit credited to the extent Tranche A Credit-Linked Sub-Account of the interest assigned assignor Lender shall be purchased by the assignee and shall be transferred from the assignor's Tranche A Credit-Linked Sub-Account to the assignee's Tranche A Credit-Linked Sub-Account and (iii) if after giving effect to such Assignment and Acceptance, be released from its obligations under this Agreement and assignment the other Financing Documents (and, in the case of an Assignment and Acceptance covering all Tranche A Funding Amount of the assigning Lender’s rights and obligations under this Agreement and the other Financing Documents, such assignor Lender shall cease to be a party hereto but zero, the Paying Agent shall continue to be entitled to close the benefits Tranche A Credit-Linked Sub-Account of Sections 3.06, 10.03, 10.04 and 12such assignor Lender.
Appears in 1 contract
Samples: Second Lien Credit Agreement (Krispy Kreme Doughnuts Inc)
Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under the Financing Documents this Agreement (including all or a portion of its Commitments Commitment and the Loans at the time owing to it); ) with the prior written consent (such consent not to be unreasonably withheld) of 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 has occurred and is continuing, any other assignee and the Administrative Agent; and
(iii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender, Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment(s)Commitment or Loans of any Class, the amount of the Commitment(s) Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent (consent, provided that concurrent assignments to members no such consent of the Borrower shall be required if an Assignee Group Event of Default has occurred and concurrent assignments from members of an Assignee Group to a single Eligible Assignee is continuing;
(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 met), (iiB) 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, provided that this clause shall not be construed to prohibit the Financing Documents, assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans
(iiiC) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500, and ; and
(ivD) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuing. Upon acceptance and recording pursuant to paragraph (d) of this Section, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement and the other Financing Documents, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing Documents, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.06, 10.03, 10.04 and 12.
Appears in 1 contract
Samples: Credit Agreement (Nationwide Health Properties 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 the Financing Documents this Agreement (including all or a portion of its Commitments Commitment and the Loans Advances at the time owing to it); provided that that:
(a) except if an Event of Default has occurred and is continuing (i) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender or shall not make an assignment of the less than $5 million plus integral multiples of $1 million unless it assigns its entire remaining amount of Commitment and Accommodations owing to it; and (ii) after giving effect to an assignment, neither the assigning Lender’s Commitment(s), assignor's nor the amount of the Commitment(s) of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not assignee's Commitment will be less than $1,000,000 10,000,000, unless the Borrower and the Administrative Agent otherwise consent assignor's Commitment is reduced to zero;
(provided 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 met), (iib) 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 Financing DocumentsAdvance or the Commitment assigned, except that this Section 12.7(2)(b) 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;
(iiic) any assignment must be approved by any applicable LC Issuer (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender with a Commitment;
(d) any assignment must be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed);
(e) any assignment must be approved by the Borrower (such approval not to be unreasonably withheld or delayed) provided that the Borrower may withhold its consent if, as a direct result of such assignment, the Borrower will be or become subject to increased costs becoming payable under Section 9.1 or 9.2, provided further that during the continuance of an Event of Default the consent of the Borrower shall not be required;
(f) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500Assumption, and (iv) the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent and
(g) an assignment fee of C$3,500 shall be paid to the Borrower otherwise required under this paragraph shall not be required if Administrative Agent by the assignor Lender in the case of (and as a Default has occurred and is continuingcondition precedent to the effectiveness of) an assignment. Upon Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (d) of this SectionSection 12.7(3), from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing Documents, Credit Facility Documents and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s 's rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.06Article 9 and Section 12.4, 10.03and shall continue to be liable for any breach of this Agreement by such Lender, 10.04 with respect to facts and 12circumstances 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 Section 12.7(2) 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 12.7(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
Samples: Credit Agreement (Kinder Morgan 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 the Financing Documents this Agreement (including all or a portion of its Commitments Commitment and the Loans at the time owing to it); provided that that
(i) 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, Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of Lender, the entire remaining aggregate amount of the assigning Lender’s Commitment(s)Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the amount principal outstanding balance of the Commitment(s) Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative AgentAgent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $1,000,000 1,000,000, 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 the Borrower and each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent (provided that concurrent assignments not to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (be unreasonably withheld 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 metdelayed), ;
(ii) 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 Financing Documents, Loan or the Commitment assigned;
(iii) any assignment of a Revolving Commitment must be approved by the Administrative Agent and the Issuing Bank unless the Person that is the proposed assignee is itself a Lender with a Revolving Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500, and (iv) the assigneeEligible Assignee, if it shall is not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuing. Upon Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (dc) of this Sectionsection, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.06sections 2.9, 10.032.10, 10.04 3.5, 5.4, and 1212.1 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 section.
Appears in 1 contract
Samples: Revolving Credit Agreement (Memc Electronic Materials Inc)
Assignments by Lenders. Any Lender may assign to one or more Eligible Assignees all or a any portion of its rights and obligations under the Financing Documents this Agreement (including including, without limitation, all or a portion of its Commitments Commitments, the Advances owing to it, and the Loans participations in Letter of Credit Obligations) at the time owing to it); provided that provided, however, that
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Advances owing to it or in the case of an assignment to a Lender, Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of Lender, the entire remaining aggregate amount of the assigning Lender’s Commitment(s), the amount Commitments and Advances of the Commitment(s) of the assigning such Lender subject being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agentassignment) shall not be less than $1,000,000 unless the Borrower and the Administrative Agent otherwise consent (provided 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 met), 5,000,000;
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under the Financing Documents, this Agreement;
(iii) the parties to each such assignment shall execute and deliver to the Administrative Agent Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500, and ; and
(iv) the assignee, if it shall not be each Eligible Assignee (other than an Eligible Assignee that is a Lender or an Affiliate of a Lender, ) shall deliver pay to the Administrative Agent an Administrative Questionnairea $3,500 processing and recording fee; provided, further, however that any consent only one such fee shall be payable in the event of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuingcontemporaneous assignments to or by two or more Approved Funds. Upon such execution, delivery, acceptance and recording thereof by the Administrative Agent pursuant to paragraph (dc) of this Section, from and after the effective date specified in each Assignment and Acceptance, (A) the assignee Eligible Assignee thereunder shall be a party hereto for all purposes and, to the extent of the interest that rights and obligations hereunder have been assigned by to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement hereunder and the other Financing Documents, and the (B) such 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 Acceptance, relinquish its rights and be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance covering all or the remaining portion of the assigning such Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.062.11, 10.032.13, 10.04 and 1210.05 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 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 subsection (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 assign to one or more Eligible Assignees all or a portion of its rights and obligations under the Financing Documents this Agreement (including all or a portion of its Commitments Commitment and the Loans and LC Disbursements at the time owing to it); ) to one or more NAIC Approved Banks (or, in the case of any assignment by a Lender under the Revolving Credit Tranche, to one or more Persons) 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, an Approved Fund or, if an Event of Default under clause (ia), (b), (g) or (h) of Article VIII has occurred and is continuing, any other assignee; and
(B) the Administrative Agent; 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 to a Lender, an Approved Fund or an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment(s)Commitment, the amount of the Commitment(s) Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 5,000,000 unless each of the Borrower Account Parties and the Administrative Agent otherwise consent (consent, provided that concurrent assignments to members no such consent of the Account Parties shall be required if an Assignee Group and concurrent assignments from members Event of an Assignee Group to a single Eligible Assignee Default under clause (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 meta), (iib), (g) or (h) of Article VIII has occurred and is continuing;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under the Financing Documents, this Agreement;
(iiiC) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500, and ; and
(ivD) the assignee, if it shall not be a Lender, shall deliver an Administrative Questionnaire to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if (with a Default has occurred and is continuing. Upon copy to XL Capital).
(iii) Subject to acceptance and recording thereof pursuant to paragraph (db)(v) of this Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.062.17, 2.18, 2.19 and 10.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this 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 (c) of this Section.
(iv) Notwithstanding anything to the contrary contained herein, 10.04 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 12the 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 (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, 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
Samples: Credit Agreement (Xl Capital LTD)
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 the Financing Documents this Agreement (including all or a portion of its Commitments Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations) at the time owing to it); provided that (i) 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, Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of Lender, the entire remaining aggregate amount of the assigning Lender’s Commitment(s)Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the amount principal outstanding balance of the Commitment(s) Loans of the assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to Agent or, if “Trade Date” is specified in the Administrative Agent) Assignment and Assumption, as of the Trade Date, shall not be less than $1,000,000 5,000,000 unless the each of Agent and, so long as no Event of Default has occurred and is continuing, Borrower and the Administrative Agent otherwise consents (each such consent (provided that concurrent assignments not to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (be unreasonably withheld 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 metdelayed), ; (ii) 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 Financing Documents, Loans or the Commitment assigned; (iii) any assignment of a Commitment must be approved by Agent and L/C Issuer unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500, 3,500 and (iv) the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuing. Upon Subject to acceptance and recording thereof by Agent pursuant to paragraph subsection (dc) of this Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.063.01, 10.033.04, 3.05, and 10.04 with respect to facts and 12circumstances 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 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 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 the Financing Documents this Agreement (including all or a portion of its Commitments Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations, in Foreign Currency Loans and in Swing Line Loans) at the time owing to it); provided that that
(i) 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, Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of Lender, the entire remaining aggregate amount of the assigning Lender’s Commitment(s)Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the amount principal outstanding balance of the Commitment(s) Loans of the assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $1,000,000 5,000,000 unless the Borrower and each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, Anixter otherwise consents (each such consent (provided that concurrent assignments not to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (be unreasonably withheld 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 metdelayed), ;
(ii) 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 Financing Documents, Loans or the Commitment assigned;
(iii) any assignment of a Commitment must be approved by the Administrative Agent, the L/C Issuer and the Swing Line Lender unless the Person that is the proposed assignee is itself a Lender, an Affiliate of a Lender or an Approved Fund (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500, and (iv) the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuing. Upon Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (dc) of this Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s 's rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.063.01, 10.033.04, 3.05, and 10.04 with respect to facts and 12circumstances occurring prior to the effective date of such assignment. Upon request, each Borrower shall execute and deliver a Note to the assignee Lender at such assignee Lender's expense. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this 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 subsection (d) of this Section.
Appears in 1 contract
Samples: Revolving Credit Agreement (Anixter International Inc)
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 the Financing Documents this Agreement (including all or a portion of its Commitments 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 any such assignment shall be subject to the following conditions:
(i) except 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, Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of Lender, the entire remaining aggregate amount of the assigning Lender’s Commitment(s)Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the amount principal outstanding balance of the Commitment(s) Loans of the assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $1,000,000 5,000,000 in the case of any assignment, unless the Borrower and each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower Representative otherwise consents (each such consent (provided not to be unreasonably withheld or delayed); 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 met), .
(ii) 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 Financing DocumentsLoans or the Commitments assigned, except that this clause (ii) shall not apply to the Swing Line Lender's rights and obligations in respect of Swing Line Loans.
(iii) No consent shall be required for any assignment except to the extent required by subsection (b)(i) of this Section and, in addition:
(A) the consent of the Borrower Representative (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund, provided that the Borrower Representative shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitment if such assignment is to a Person that is not a Lender with a Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender; and
(C) the consent of the L/C Issuer (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
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed).
(iv) The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee in the amount of $3,5003,500 payable to the Administrative Agent; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and (iv) recordation fee in the case of any assignment. The assignee, if it shall is not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.
(v) Except as agreed by the Required Lenders, no such assignment shall be made (a) to any Credit Party or any Affiliate or Subsidiary of any Credit Party, (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), or (c) to a natural person; provided, further, provided that (x) any assignments made to any Person described in clause (a) (which shall require the consent of the Borrower otherwise required Required Lenders) shall be subject to the restrictions contained in the proviso to Section 10.01(g), (y) no such Person described in clause (a) shall have any right to attend (via teleconference or otherwise) any meeting or discussion (or any portion thereof) among the Administrative Agent or any Lender to which the Credit Parties are not entitled to be present and (z) no such Person described in clause (a) shall have any right to receive any information or material prepared by or for the Administrative Agent or any Lender which is not distributed by or to the Credit Parties.
(vi) 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 Borrowers 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 in accordance with its Applicable 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.
(vii) Notwithstanding anything to the contrary contained in this Section 10.06(b), each Term Lender shall at all times hold a portion of the Revolving Credit Facility with the same Applicable Percentage as it holds the Term Loan Facility and each Revolving Credit Lender shall at all times hold a portion of the Term Loan Facility with the same Applicable Percentage as it holds the Revolving Credit Facility and, accordingly, no assignment shall be permitted under this paragraph shall not be required if a Default has occurred and is continuingAgreement that would permit an assignment inconsistent therewith. Upon Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (dc) of this Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s 's rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits and obligations of Sections 3.063.01, 10.033.04, 3.05, and 10.04 with respect to facts and 12circumstances 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 waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender. 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 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 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 the Financing Documents this Agreement (including all or a portion of its Commitments Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and) at the time owing to it); provided that that:
(i) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment(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(sCommitment (which for this purpose includes Loans outstanding thereunder) or, if the 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 Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $1,000,000 5,000,000 unless the Borrower and each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent (provided that concurrent assignments not to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (be unreasonably withheld 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 metdelayed), ;
(ii) 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 Financing Documents, Loans or the Commitment assigned;
(iii) any assignment of a Commitment must be approved by the Administrative Agent and the L/C Issuer unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee) (each such consent not to be unreasonably withheld); and
(iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500, and (iv) the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuing. Upon Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (dc) of this Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.063.01, 10.033.04, 3.05, and 10.04 with respect to facts and 12circumstances 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 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 subsection (d) of this Section.
Appears in 1 contract
Samples: Credit Agreement (Oneok Inc /New/)
Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under the Financing Documents this Agreement (including all or a portion of its Commitments 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 has occurred and is continuing, any other assignee;
(iB) the Administrative Agent; 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, Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment(s)Commitment or Loans of any Class, the amount of the Commitment(s) Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent (consent, provided that concurrent assignments to members no such consent of the Borrower shall be required if an Assignee Group Event of Default has occurred and concurrent assignments from members of an Assignee Group to a single Eligible Assignee is continuing;
(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 met), (iiB) 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, provided that this clause shall not be construed to prohibit the Financing Documents, assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans
(iiiC) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500, and ; and
(ivD) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuing. Upon acceptance and recording pursuant to paragraph (d) of this Section, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement and the other Financing Documents, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing Documents, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.06, 10.03, 10.04 and 12.
Appears in 1 contract
Samples: Credit Agreement (Nationwide Health Properties Inc)
Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under the Financing Documents this Agreement (including all or a portion of its Commitments 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 Company, provided that no consent of the Company shall be required (i) except in the case of for an assignment to a Lender, an Affiliate of a Lender or an Approved Fund with respect or (ii) if an Event of Default has occurred and is continuing, for an assignment to any other Person;
(B) the Administrative Agent;
(C) each Issuing Lender; and
(D) the Swingline Lender.
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment(s)Commitment or Loans of any Class, the amount of the Commitment(s) Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 5,000,000 unless each of the Borrower Company and the Administrative Agent otherwise consent (consent; provided that concurrent assignments to members no such consent of the Company shall be required if an Assignee Group Event of Default has occurred and concurrent assignments from members of an Assignee Group to a single Eligible Assignee is continuing;
(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 met), (iiB) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under the Financing Documentsthis Agreement, provided that this clause shall not apply to rights in respect of outstanding Competitive Loans;
(iiiC) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500, and ; and
(ivD) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuing. Upon .
(iii) Subject to acceptance and recording thereof pursuant to paragraph (db)(iv) and (v) of this Section, from and after the effective date specified in each Assignment and Acceptance, Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.062.17, 2.18, 2.19 and 10.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this 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 (c) of this Section.
(iv) The Administrative Agent, 10.04 acting for this purpose as an agent of each Borrower, each Account Party, each Issuing Lender and 12each Lender, 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 Obligors, the Administrative Agent, the Issuing Lender and the Lenders may 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 may be, hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Obligors, 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 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 (Brunswick Corp)
Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) of this Section, any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations with respect to any Tranche under the Financing Documents this Agreement (including all or a portion of its Commitments Commitment and the Loans and (in the case of the Letter of Credit Tranche) LC Disbursements at the time owing to it); it under such Tranche) to (I) in the case of the Letter of Credit Tranche, one or more NAIC Approved Lenders and (II) in the case of the Revolving Credit Tranche, any Person, in each case 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, an Approved Fund or, if an Event of Default under clause (ia), (b), (g) or (h) of Article VIII has occurred and is continuing, any other assignee; and
(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.
(ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Approved Fund or an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment(s)'s Commitment under any Tranche, the amount of the Commitment(s) Commitment of the assigning Lender under such Tranche subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 5,000,000 unless each of the Borrower Account Parties and the Administrative Agent otherwise consent (consent, provided that concurrent assignments to members no such consent of the Account Parties shall be required if an Assignee Group and concurrent assignments from members Event of an Assignee Group to a single Eligible Assignee Default under clause (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 meta), (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under the Financing Documentsb), (iiig) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee or (h) of $3,500, and (iv) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default Article VIII has occurred and is continuing. Upon acceptance and recording pursuant to paragraph (d) of this Section, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement and the other Financing Documents, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing Documents, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.06, 10.03, 10.04 and 12.;
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 the Financing Documents this Agreement (including all or a portion of its Commitments Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations) at the time owing to it); provided that (i) 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, Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of Lender, the entire remaining aggregate amount of the assigning Lender’s Commitment(s)Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the amount principal outstanding balance of the Commitment(s) Loans of the assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $1,000,000 5,000,000 unless the Borrower and each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent (provided that concurrent assignments not to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (be unreasonably withheld 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 metdelayed), ; (ii) 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 Financing Documents, Loans or the Commitment assigned; (iii) any assignment of a Commitment must be approved by the Administrative Agent and the L/C Issuers unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500, and 3,500 (iv) unless the assignee, if it shall not be Eligible Assignee is an Affiliate of a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuing. Upon acceptance and recording pursuant to paragraph (d) of this Section, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement and the other Financing Documents, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing Documents, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.06, 10.03, 10.04 and 12.-77-
Appears in 1 contract
Samples: Credit Agreement
Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) of this Section, any Lender may assign to one or more Eligible Assignees NAIC Approved Lenders all or a portion of its rights and obligations under the Financing Documents this Agreement (including all or a portion of its Commitments Commitment and the Loans and LC Disbursements at the time owing to it) 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, an Approved Fund or, if an Event of Default under clause (a), (b), (g) or (h) of Article VIII has occurred and is continuing, any other assignee; provided and
(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.
(iii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender, an Approved Fund or an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment(s)'s Commitment, the amount of the Commitment(s) Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than 364-DAY CREDIT AGREEMENT $1,000,000 5,000,000 unless each of the Borrower Account Parties and the Administrative Agent otherwise consent, PROVIDED that no such consent of the Account Parties shall be required if an Event of Default under clause (provided 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 meta), (iib), (g) or (h) of Article VIII has occurred and is 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 the Financing Documents, this Agreement;
(iiiC) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500, and ;
(ivD) the assignee, if it shall not be a Lender, shall deliver an Administrative Questionnaire to the Administrative Agent (with a copy to XL Capital); and
(E) in the case of an Administrative Questionnaire; providedassignment to a CLO, furtherthe assigning Lender shall retain the sole right to approve any amendment, modification or waiver of any provision of this Agreement, PROVIDED that any the Assignment and Acceptance between such Lender and such CLO may provide that such Lender will not, without the consent of such CLO, agree to any amendment, modification or waiver described in the Borrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuing. Upon first proviso to Section 10.02(b) that affects such CLO.
(iii) Subject to acceptance and recording thereof pursuant to paragraph (db)(v) of this Section, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s 's rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.062.18, 10.032.19, 10.04 2.20 and 1210.
Appears in 1 contract
Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under the Financing Documents this Agreement (including all or a portion of its Commitments 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 Company, provided that no consent of the Company shall be required (i) except in the case of for an assignment to a Lender, an Affiliate of a Lender or an Approved Fund with respect or (ii) if an Event of Default has occurred and is continuing, for an assignment to any other Person;
(B) 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;
(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; and
(D) the Swingline Lender; provided that no consent of the Swingline 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 to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment(s)Commitment or Loans of any Class, the amount of the Commitment(s) Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 5,000,000 unless each of the Borrower Company and the Administrative Agent otherwise consent (consent; provided that concurrent assignments to members no such consent of the Company shall be required if an Assignee Group Event of Default has occurred and concurrent assignments from members of an Assignee Group to a single Eligible Assignee is continuing;
(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 met), (iiB) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under the Financing Documents, this Agreement;
(iiiC) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500, and provided that assignments made pursuant to Section 2.19(b) or 10.02(d) shall not require the signature of the assigning Lender to become effective; and
(ivD) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; providedQuestionnaire 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, furtherthe 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, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred including federal, provincial, territorial and is continuing. Upon state securities laws.
(iii) Subject to acceptance and recording thereof pursuant to paragraph paragraphs (db)(iv) and (b)(v) of this Section, from and after the effective date specified in each Assignment and Acceptance, Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.062.15, 2.16, 2.17 and 10.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this 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 (c) of this Section.
(iv) The Administrative Agent, 10.04 acting for this purpose as an agent of each Borrower, each Issuing Lender and 12each Lender, 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 2.05, 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 (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under the Financing Documents this Agreement (including all or a portion of its Commitments Commitment and the Loans at the time owing to it); provided that ) with the prior written consent (isuch consent not to be unreasonably withheld) of Administrative Agent.
(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 with respect to a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment(s)Commitment or Loans, the amount of the Commitment(s) Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 5,000,000 unless the each of Borrower and the Administrative Agent otherwise consent (consent, provided that concurrent assignments to members no such consent of Borrower shall be required if an Assignee Group Event of Default has occurred and concurrent assignments from members of an Assignee Group to a single Eligible Assignee is continuing;
(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 met), (iiB) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under the Financing Documents, this Agreement;
(iiiC) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500, and 4,500; and
(ivD) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuing. Upon .
(iii) Subject to acceptance and recording thereof pursuant to paragraph (db)(iv) of this Section, from and after the effective date specified in each Assignment and Acceptance, Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.06Section 2.13, Section 2.14, Section 2.15 and Section 10.03, ). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and 12obligations in accordance with paragraph (c) of this Section.
Appears in 1 contract
Samples: Credit Agreement (American Realty Capital New York Recovery Reit Inc)
Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under the Financing Documents this Agreement (including all or a portion of its Commitments 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 (ix) 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), (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, an Affiliate of a Lender or an Affiliate (or Approved Fund with respect to Fund) of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment(s)'s Commitment or Loans of any Class, the amount of the Commitment(s) Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 or, in the case of Tranche B Commitments, Tranche B Term Loans, Incremental Loan Commitments or Incremental Loans, $1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent (consent, provided that concurrent assignments to members no such consent of the Borrower shall be required if an Assignee Group and concurrent assignments from members Event of an Assignee Group to a single Eligible Assignee Default under clause (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 meta), (iie), (g) or (h) of Article VIII has occurred and is 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, provided that this clause shall not be construed to prohibit the Financing Documents, assignment of a proportionate part of all the assigning Lender's rights and obligations in respect of one Class of Commitments or Loans,
(iiiC) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500, and and
(ivD) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuing. Upon .
(iii) Subject to acceptance and recording pursuant to paragraph (div) of this Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s 's rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.062.13, 10.032.14, 10.04 2.15 and 1210.
Appears in 1 contract
Samples: Credit Agreement (Ohio Logos Inc)
Assignments by Lenders. Any Lender may assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under the Financing Documents this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it); provided that that
(i) except in the case of an assignment to a Lender or an Affiliate (or Approved Fund) of a Lender, each of the Borrower and the Administrative Agent must give their prior written consent to such assignment (which consent shall not be unreasonably withheld),
(ii) in the case of an Affiliate assignment of all or a portion of a Revolving Credit Commitment or any Lender's obligations in respect of its LC Exposure or Swingline Exposure, the Issuing Lender and the Swingline Lender must give their prior written consent to such assignment,
(iii) except in the case of an assignment to a Lender or an Affiliate (or Approved Fund with respect to Fund) of a Lender or an assignment of the entire remaining amount of the assigning Lender’s 's Commitment(s), the amount of the Commitment(s) of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 (in the case of the Revolving Credit Commitments) or $1,000,000 (in the case of the Tranche A or Tranche B Term Loan Commitments) unless each of the Borrower and the Administrative Agent otherwise consent consent,
(provided 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 met), (iiiv) 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,
(v) the Financing Documentsassignee, if it shall be a Foreign Lender, shall deliver to the Borrower any documentation required to be delivered by it pursuant to Section 2.16(e), duly completed and executed by the assignee,
(iiivi) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500, and Credit Agreement
(ivvii) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuing. Upon acceptance and recording pursuant to paragraph (d) of this Section, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement and the other Financing Documents, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing Documents, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.06, 10.03, 10.04 and 12.;
Appears in 1 contract
Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under the Financing Documents this Agreement (including all or a portion of its Commitments 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 or an Affiliate of a Lender 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; and
(B) the Administrative Agent.
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender, Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment(s)Commitment or Loans, the amount of the Commitment(s) Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent (consent, provided that concurrent assignments no such consent of the Borrower shall be required if an Event of Default with respect to members the Borrower under clause (h) or (i) of an Assignee Group Article VII has occurred and concurrent assignments from members of an Assignee Group to a single Eligible Assignee is continuing;
(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 met), (iiB) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under the Financing Documentsthis Agreement, except that this clause (iiiii)(B) shall not apply to rights in respect of outstanding Competitive Loans;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500, and 3,500 from the assignor or assignee; and
(ivD) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuing. Upon .
(iii) Subject to acceptance and recording thereof pursuant to paragraph (db)(v) of this Section, from and after the effective date specified in each Assignment and Acceptance, Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.062.13, 10.032.14, 10.04 2.15 and 129.03). 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 (c) 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. Any (i) Subject to the conditions set forth in paragraph (b)(ii) of this Section, any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under the Financing Documents this Agreement (including all or a portion of its Commitments Commitment and the Loans at Loans) to (A) any Eligible Transferee or (B) with the time owing prior written consent of the Borrowers and the Administrative Agent (such consent, in each case, not to it); provided that be unreasonably withheld) any other Person.
(iii) 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 with respect to a Lender any Eligible Transferee or an assignment of the entire remaining amount of the assigning Lender’s Commitment(s)Commitment, the amount of the Commitment(s) Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 5,000,000 unless each of the Borrower Borrowers and the Administrative Agent otherwise consent (consent, provided that concurrent assignments to members no such consent of the Borrowers shall be required if an Assignee Group and concurrent assignments from members Event of an Assignee Group to a single Eligible Assignee Default under clause (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 meta), (iib), (g) or (h) of Article VIII has occurred and is continuing;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under the Financing Documents, this Agreement;
(iiiC) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500, and ; and
(ivD) the assignee, if it shall not be a Lender, shall deliver an Administrative Questionnaire to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if (with a Default has occurred and is continuing. Upon copy to XL Capital).
(iii) Subject to acceptance and recording thereof pursuant to paragraph (db)(v) of this Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.062.11, 2.12, 2.13 and 10.03) . Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this 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 (c) of this Section.
(iv) Notwithstanding anything to the contrary contained herein, 10.04 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 12the Borrowers, the option to provide to the Borrowers all or any part of any Loan that such Granting Lender would otherwise be obligated to make to the Borrowers pursuant to Section 2.01, provided that (i) nothing herein shall constitute a commitment by any SPV to make any 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 (iii) the Borrowers may bring any proceeding against either or both the Granting Lender or the SPV in order to enforce any rights of the Borrowers 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, any SPV may with notice to, but without the prior written consent of, the Borrowers 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 Borrowers 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 any 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 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 Borrowers, 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, and the Borrowers, 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 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 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 Capital LTD)
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; provided that:
(i) except if an Event of Default has occurred and is continuing or in the Financing Documents (including all or a portion case of its Commitments and an assignment of the Loans entire amount at the time owing to it); provided that (i) except it or in the case of an assignment to a Lender, Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment(s), the amount of the Commitment(s) of principal outstanding balance owed to the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative AgentAgent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than Cdn. $1,000,000 2,000,000 and the minimum amount of any Term Commitment retained by the assigning Lender shall be not less than Cdn. $2,000,000 unless each of the Agent and, so long as no Default has occurred and is continuing, the Borrower and the Administrative Agent otherwise consent (provided that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group consents to a single Eligible Assignee lower amount (each such consent not to be unreasonably withheld 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 metdelayed), ;
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under the Financing Documents, this Agreement;
(iii) any assignment must be approved by the Agent (such approval not to be unreasonably withheld or delayed);
(iv) any assignment must be approved by the Borrower (such approval not to be unreasonably withheld or delayed) unless:
(A) the proposed assignee is itself already a Lender,
(B) the proposed assignee is an Affiliate of a Lender or an Approved Fund with respect to a Lender, and such Lender has agreed not to be released from its obligations under this Agreement, or
(C) an Event of Default has occurred and is continuing; and
(v) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee in the amount of Cdn. $3,500, [redacted] and (iv) the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuing. Upon Subject to acceptance and recording thereof by the Agent pursuant to paragraph (d) of this SectionSection 12.2(c), from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing Loan Documents, and including any collateral security, and, unless the assigning Lender has agreed otherwise, the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.06Article 10 and Section 11.1, 10.03and shall continue to be liable for any breach of this Agreement by such Lender, 10.04 with respect to facts and 12circumstances 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 Section 13.2(d). 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.
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 assign to one or more Eligible Assignees all or a portion of its rights and obligations under the Financing Documents this Agreement (including all or a portion of its Commitments 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 that 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
(iii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender, Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment(s)Revolving Commitment or Loans of any Class, the amount of the Commitment(s) Revolving Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 unless the Borrower and the Administrative Agent otherwise consents (such consent (not to be unreasonably withheld or delayed); provided that concurrent assignments to members no such consent of Borrower shall be required if an Assignee Group Event of Default has occurred and concurrent assignments from members of an Assignee Group to a single Eligible Assignee is continuing;
(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 met), (iiB) 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; provided that this clause shall not be construed to prohibit the Financing Documents, assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;
(iiiC) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500, and such fee to be paid by either the assigning Lender or the assignee Lender or shared between such Lenders; and
(ivD) the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; providedQuestionnaire 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, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred including Federal and is continuingstate securities laws. Upon Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (dc) of this SectionSection 10.04, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.062.11, 10.032.14, 10.04 2.13 and 1210.03 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 Section 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 all or a portion of its rights and obligations under this Agreement and the Financing other Loan Documents (including all or a portion of its Commitments Commitment and the Loans at the time owing to it); provided that that
(i) 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, Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment Lender, the aggregate principal outstanding balance of the entire remaining amount of the assigning Lender’s Commitment(s), the amount of the Commitment(s) Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Administrative AgentAssignment and Assumption, as of the Trade Date) shall not be less than $1,000,000 100,000, unless the Borrower and the Administrative Agent Majority Lenders otherwise consent (provided that concurrent assignments such consent not to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (be unreasonably withheld 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 metdelayed), ;
(ii) 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 Financing Documents, Loan assigned;
(iii) any assignment of a Loan must be approved by the Majority Lenders unless the Person that is the proposed assignee is itself a 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 AcceptanceAssumption, together with the Note subject to such assignment and pay to the Administrative Agent for its own account a processing and recordation fee of $3,500, and (iv) the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that and
(v) no such assignment shall be made (x) to Borrower or any consent of the Borrower otherwise required under this paragraph shall not be required if Borrower’s Affiliates or Subsidiaries or (y) to a Default has occurred and is continuingnatural person. Upon Subject to acceptance and recording thereof by Administrative Agent pursuant to paragraph subsection (dc) of this Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits benefits, and subject to the requirements, of Sections 3.063.2, 10.033.4, 10.04 3.5 and 12.10.4 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 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 subsection (d) of this Section. 103 [FIFTH AMENDED AND RESTATED CREDIT 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 the Financing Documents this Agreement (including all or a portion of its Commitments and the Loans Loan at the time owing to it); provided that that:
(i) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment(s), the amount of the Commitment(s) of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 unless the Borrower and the Administrative Agent otherwise consent (provided 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 met), (iiA) 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 Financing DocumentsLoan and commitments assigned;
(B) no Lender may make an assignment to any Competitor;
(C) any assignment to an Eligible Assignee which is not, before such assignment, an existing Lender, shall be in a principal amount not less than Two Million and 00/100 Dollars (iii$2,000,000);
(D) any Eligible Assignee that is not an existing Lender shall complete an Administrative Questionnaire in form and substance satisfactory to the Administrative Agent;
(E) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500Assumption, and (iv) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent shall promptly provide a copy of the Borrower otherwise required under same to the Borrower; and
(F) the Administrative Agent or one or more of its Affiliates shall serve as administrative agent hereunder; provided that clauses (B) and (C) of this paragraph Section 12.6(b) shall not be required if a apply at any time an Event of Default under Section 10.1(e) has occurred and is continuing. Upon Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (d) of this SectionSection 12.6(c), from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.06Section 4.1 and Section 12.4 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, 10.03, 10.04 Borrower (at its expense) shall execute and 12deliver 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 Section 12.6(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 Section 12.6(d).
Appears in 1 contract
Samples: Senior Secured Term Loan Agreement (Cresco Labs 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 the Financing Documents this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it); provided that that:
(i) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment(s)Loans at the time owing to it and except in the case of an assignment to a Lender or an Affiliate of a Lender or a Related Fund, the aggregate amount of the Commitment(s) principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Administrative Agent) Assignment and Assumption, as of the Trade Date, shall not be less than $1,000,000 5,000,000 unless the Borrower and the each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents (each such consent (provided that concurrent assignments not to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (be unreasonably withheld 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 metdelayed), ;
(ii) 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 Financing Documents, Loans and commitments assigned;
(iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500, provided that (a) only one such fee shall be payable in the event of contemporaneous assignments to or by two or more Related Funds and (ivb) the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuing. Upon Subject to acceptance and recording thereof by Administrative Agent pursuant to paragraph subsection (dc) of this Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations obligations, including, if applicable, commitments of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.063.01 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, 10.03, 10.04 Borrower (at its expense) shall execute and 12deliver 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 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 subsection (d) of this Section.
Appears in 1 contract
Samples: Senior Secured Term Loan Agreement (William Lyon Homes)
Assignments by Lenders. Any Lender may assign to one or more Eligible Assignees all or a any portion of its rights and obligations under the Financing Documents this Agreement (including including, without limitation, all or a portion of its Commitments and Commitments, the Loans owing to it, participations in Letter of Credit Obligations) at the time owing to it); provided that provided, however, that
(i) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender or (A) an assignment of the entire remaining amount of the assigning Lender’s Commitment(s)Commitment and the Loans being assigned at the time owing to it, (B) 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 or (C) an assignment at any time that an Event of Default shall have occurred and be continuing, the aggregate amount of the Commitment(s) Commitments and Loans of the assigning such Lender subject assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agentassignment) shall not be (x) in the case of an assignment of Incremental Revolving Loans, Incremental Revolving Commitments, Letter of Credit Obligations or Letter of Credit Commitments, less than $1,000,000 5,000,000 and (y) in the case of an assignment of Initial Term Loans, Incremental Term Loans or Incremental Term Commitments, less than $1,000,000, in each case, unless each of the Borrower and Borrower, the Administrative Agent and the Issuing Bank otherwise consent (provided 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 met), consent;
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under the Financing Documents, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with ;
(iii) each Eligible Assignee (other than an Eligible Assignee that is a processing and recordation fee Lender or an Affiliate of $3,500, and (iv) the assignee, if it shall not be a Lender, ) shall deliver pay to the Administrative Agent a $3,500 processing and recording fee (treating multiple, simultaneous assignments by or to two or more Approved Funds as a single assignment) unless waived by the Administrative Agent, in its sole discretion; and
(iv) 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 Administrative Questionnaire; providedaggregate amount sufficient, furtherupon distribution thereof as appropriate (which may be outright payment, that any purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower otherwise required 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 in accordance with its Pro Rata Share. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under Legal Requirements without compliance with the provisions of this paragraph paragraph, then the assignee of such interest shall not be required if deemed to be a Default has occurred and is continuingDefaulting Lender for all purposes of this Agreement until such compliance occurs. Upon such execution, delivery, acceptance and recording thereof by the Administrative Agent pursuant to paragraph (dc) of this Section, from and after the effective date specified in each Assignment and Acceptance, (A) the assignee Eligible Assignee thereunder shall be a party hereto for all purposes and, to the extent of the interest that rights and obligations hereunder have been assigned by to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement hereunder and the other Financing Documents, and the (B) such 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 Acceptance, relinquish its rights and be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance covering all or the remaining portion of the assigning such Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.062.08, 10.032.10, 10.04 and 1210.05 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 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 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 assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under the Financing Documents this Agreement (including all or a portion of its Commitments Commitment and the Loans at the time owing to it); ) with the prior consent (such consent not to be unreasonably withheld) of the Company and the Administrative Agent, provided that (ix) except in the case of no such consent shall be required for an assignment of a Commitment by a Lender to an assignee that was a Lender, an Affiliate of a Lender or an Approved Fund with respect Fund, prior to the completion of such assignment and (y) no such consent of the Company shall be required for an assignment to any assignee, if an Event of Default under clause (a), (f) or (g) of Article VII 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(s)'s Commitment or Loans of any Class, the amount of the Commitment(s) Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 10,000,000 unless each of the Borrower Company and the Administrative Agent otherwise consent consent,
(provided 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 met), (iiB) 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, provided that this clause shall not be construed to prohibit the Financing Documents, assignment of a proportionate part of all the assigning Lender's rights and obligations in respect of one Class of Commitments or Loans,
(iiiC) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500, and 3-Year Credit Agreement
(ivD) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuing. Upon .
(iii) Subject to acceptance and recording pursuant to paragraph (div) of this Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s 's rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.062.13, 10.032.14, 10.04 2.15, 2.16 and 129.
Appears in 1 contract
Assignments by Lenders. Any Lender 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 the Financing Documents this Agreement (including all or a portion of its Commitments the Commitment and the Loans at the time owing to it); provided provided, however, that (i) except in no such assignment shall be made to (A) Borrower, an Affiliate of Borrower, or any employees or directors of Borrower at any time, (B) a Competitor or any downstream Affiliate of a Competitor that is clearly identifiable, solely on the case basis of such Affiliate’s name, as an Affiliate of such Competitor or (C) a Defaulting Lender and (ii) the consent of Borrower (such consent not to be unreasonably withheld, delayed or conditioned) 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 Lender, Lender or an Affiliate of a Lender or an Approved Fund (z) such assignment is in connection with the occurrence of a default, event of default or similar occurrence with respect to any Lender’s own financing or securitization transactions or a pledge of assets by a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment(s), the amount of the Commitment(s) of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 unless the Borrower and the Administrative Agent otherwise consent Lender’s own financing or securitization transactions (provided 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 met), (ii) each partial assignment Borrower shall be made as an deemed to have consented to any such assignment of a proportionate part of all the assigning Lender’s rights and obligations under the Financing Documents, unless it shall object thereto by written notice to Administrative Agent within five (iii5) the parties to each assignment shall execute and deliver Business Days after having received written notice thereof). Subject to the recording thereof by Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500, and (iv) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuing. Upon acceptance and recording pursuant to paragraph (d) of this SectionSection 13.05(d), from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender the Lenders under this Agreement and the other Financing Loan Documents, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning a Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto hereto) and the other Loan Documents but shall continue to be entitled to the benefits of Sections 3.06, 10.03, 10.04 Section 5 and 12Section 13.03. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 13.05(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 Section 13.05(e).
Appears in 1 contract
Samples: Term Loan Agreement (EyePoint Pharmaceuticals, 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 the Financing Documents this Agreement (including all or a portion of its Commitments Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations) at the time owing to it); provided that that
(i) 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, Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of Lender, the entire remaining aggregate amount of the assigning Lender’s Commitment(s)Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the amount principal outstanding balance of the Commitment(s) Loans of the assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $1,000,000 5,000,000 unless the Borrower and each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent (provided that concurrent assignments not to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (be unreasonably withheld 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 metdelayed), ;
(ii) 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 Financing Documents, Loans or the Commitment assigned;
(iii) any assignment of a Commitment must be approved by the Administrative Agent and the L/C Issuer unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500, and (iv) the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, provided that any consent of the Borrower otherwise required under this paragraph such processing and recordation fee shall not be required if for an assignment by a Default has occurred and is continuingLender to an Affiliate of such Lender in accordance with the provisions of subsection (b) of this Section. Upon Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (dc) of this Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.063.01, 10.033.04, 3.05, and 10.04 with respect to facts and 12circumstances 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 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 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 the Financing Documents this Agreement (including all or a portion of its Commitments 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 that
(i) 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, Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of Lender, the entire remaining aggregate amount of the assigning Lender’s Commitment(s)Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the amount principal outstanding balance of the Commitment(s) Loans, of the assigning Lender assignor subject to each such assignment (assignment, determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $1,000,000 unless 5,000,000, and the Borrower aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans, assigned to the assignee 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 and in an integral multiple of $1,000,000, unless in each case the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent (provided that concurrent assignments not to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (be unreasonably withheld 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 metdelayed), ;
(ii) 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 Financing DocumentsRevolving Loans or the Commitment assigned, except that this clause (ii) shall not apply to rights of the Swing Line Lender in respect of Swing Line Loans;
(iii) any assignment of a Commitment must be approved by the Administrative Agent, the L/C Issuer and the Swing Line Lender unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500, and (iv) the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuing. Upon Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (dc) of this Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.06, 10.03, 10.04 and 12.Section 2.15,
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 the Financing Documents this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it); provided that that:
(i) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment(s)Loans at the time owing to it and except in the case of an assignment to a Lender or an Affiliate of a Lender or a Related Fund, the aggregate amount of the Commitment(s) principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Administrative Agent) Assignment and Assumption, as of the Trade Date, shall not be less than $1,000,000 5,000,000 unless the Borrower and the each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents (each such consent (provided that concurrent assignments not to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (be unreasonably withheld 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 metdelayed), ;
(ii) 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 Financing Documents, Loans and commitments assigned;
(iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500, provided that only one such fee shall be payable in the event of contemporaneous assignments to or by two or more Related Funds and (iv) the assigneeEligible Assignee, if it shall not be a a-Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuing. Upon Subject to acceptance and recording thereof by Administrative Agent pursuant to paragraph subsection (dc) of this Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations obligations, including, if applicable Commitments, of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.063.01 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, 10.03, 10.04 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 subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and 12obligations in accordance with subsection (d) of this Section.
Appears in 1 contract
Samples: Senior Secured Term Loan Agreement (William Lyon Homes)
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 the Financing Documents this Agreement (including all or a portion of its Commitments Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations) at the time owing to it); provided that (i) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment(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, the aggregate amount of the Commitment(sCommitment (which for this purpose includes Loans outstanding thereunder) or, if the 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 Acceptance Assumption with respect to such assignment is delivered to Agent or, if “Trade Date” is specified in the Administrative Agent) Assignment and Assumption, as of the Trade Date, shall not be less than $1,000,000 5,000,000 unless the each of Agent and, so long as no Event of Default has occurred and is continuing, Borrower and the Administrative Agent otherwise consents (each such consent (provided that concurrent assignments not to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (be unreasonably withheld 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 metdelayed), ; (ii) 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 Financing Documents, Loans or the Commitment assigned; (iii) any assignment of a Commitment must be approved by Agent, the L/C Issuer, and, so long as no Default or Event of Default has occurred, the Borrower, unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500, 3,500 and (iv) the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuing. Upon Subject to acceptance and recording thereof by Agent pursuant to paragraph subsection (dc) of this Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s 's rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.063.01, 10.033.04, 3.05, and 10.04 with respect to facts and 12circumstances 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 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 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 the Financing Documents this Agreement (including all or a portion of its Commitments and the Loans Commitment (including for purposes of this subsection (b), participations in L/C Obligations) at the time owing to it); provided PROVIDED that (i) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment(s)'s Commitment and its participations in L/C Obligations at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender, the aggregate amount of the Commitment(sCommitment (which for this purpose includes participation in L/C Obligations outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the L/C Obligations of the assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to Agent or, if "Trade Date" is specified in the Administrative Agent) Assignment and Assumption, as of the Trade Date, shall not be less than $1,000,000 2,500,000 unless the each of Agent and, so long as no Event of Default has occurred and is continuing, Borrower and the Administrative Agent otherwise consents (each such consent (provided that concurrent assignments not to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (be unreasonably withheld 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 metdelayed), ; (ii) 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 its participations in L/C Obligations or the Financing Documents, Commitment assigned; (iii) any assignment of a Commitment must be approved by Agent and the L/C Issuer unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500, 3,500 and (iv) the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuing. Upon Subject to acceptance and recording thereof by Agent pursuant to paragraph subsection (dc) of this Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s 's rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.06SECTIONS 3.01, 10.033.02, and 10.04 with respect to facts and 12circumstances 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 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 subsection (d) of this Section.
Appears in 1 contract
Samples: Letter of Credit and Reimbursement Agreement (Maine & Maritimes 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 the Financing Documents this Agreement (including all or a portion of its Commitments Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations) at the time owing to it); provided that (i) 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, Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of Lender, the entire remaining aggregate amount of the assigning Lender’s Commitment(s)Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the amount principal outstanding balance of the Commitment(s) Loans of the assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $1,000,000 5,000,000 unless the Borrower and the Administrative Agent and, so long as no Event of Default has occurred and is continuing, GFI, otherwise consents (each such consent (provided that concurrent assignments not to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (be unreasonably withheld 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 metdelayed), ; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s Loans and Commitments, and rights and obligations under the Financing Documentswith respect thereto, assigned; (iii) any assignment of a Revolving Commitment must be approved by the Administrative Agent unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500, and (iv) the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuing. Upon Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (dc) of this Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.063.01, 10.033.04, 10.04 3.05, 11.04 and 1211.05 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 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 subsection (d) of this Section. 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 Borrowers 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 in accordance with its Pro Rata Share. 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.
Appears in 1 contract
Samples: Credit Agreement (GFI Group Inc.)
Assignments by Lenders. Any Each Lender may assign to one or more Eligible Assignees all or a any portion of its such Lender’s interests, rights and obligations under set forth in this Agreement or the Financing Documents (other Credit Documents, including all or a portion of its Commitments and the Loans at the time owing to it); (including for purposes hereof, its participations in M&T Advances) provided that (ia) except an administrative fee in the case amount of an assignment Five Thousand Dollars ($5,000.00) is paid to a Lender, an Affiliate of a the Administrative Agent by either the assigning Lender or an Approved Fund the Eligible Assignee in connection with respect to a Lender or an the assignment of (unless waived by the entire remaining amount Administrative Agent), (b) if less than all of the assigning Lender’s Commitment(s)Commitments and Loans is to be assigned, the amount of the Commitment(sCommitments and Loans so assigned shall be for an aggregate principal amount of not less than Five Million Dollars ($5,000,000.00), (c) of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance except with respect to such assignment is delivered to M&T Bank’s rights and obligations in the Administrative Agent) shall not be less than $1,000,000 unless the Borrower and the Administrative Agent otherwise consent (provided 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 met)M&T Advances, (ii) each partial assignment by a Lender shall be made as an assignment of a proportionate part amount of all the assigning Lender’s rights and obligations under the Financing Documents, (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500, and (iv) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuing. Upon acceptance and recording pursuant to paragraph (d) of this Section, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement and the other Financing Documents, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement with respect to the Loans and Commitments assigned, (d) the parties to each such assignment shall execute and deliver an Assignment And Assumption to the Administrative Agent, for its acceptance, and (e) such Assignment And Assumption does not require the filing of a registration statement with the Securities And Exchange Commission or require the Loans or the Notes to be qualified in conformance with the requirements imposed by any blue sky Laws or other Financing DocumentsLaws of any state. Upon such execution, such Lender delivery, acceptance and recording, from and after the effective date specified in each Assignment And Assumption, which effective date is at least five (5) Business Days after the execution thereof, (a) the Assignee thereunder shall cease to be a party hereto and, to the extent provided in such Assignment And Assumption, have the rights, duties, and obligations of a Lender hereunder, and (b) the assigning Lender thereunder shall, to the extent provided in such Assignment And Assumption, be released from its duties and obligations under this Agreement but shall continue to be entitled to all indemnification and reimbursement rights provided to the benefits Lenders by the Borrowers pursuant to any of Sections 3.06the Credit Documents with respect to facts, 10.03events, 10.04 and 12circumstances occurring prior to the effective date of such assignment. By executing and delivering an Assignment And Assumption, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties to this Agreement the facts and matters as set forth in such Assignment And Assumption. Lenders may only assign their interests in the Commitments, the Loans, and Credit Documents to Eligible Assignees. Any assignment or transfer by a Lender of rights or obligations under the Credit Documents that does not comply with this Section shall be treated for purposes of the Credit Documents as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.03 of this Agreement. Except to the extent otherwise expressly agreed in writing by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or a release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.
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 the Financing Documents this Agreement (including all or a portion of its Commitments Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations) at the time owing to it); provided that that
(i) 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, Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of Lender, the entire remaining aggregate amount of the assigning Lender’s Commitment(s)Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the amount principal outstanding balance of the Commitment(s) Loans of the assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $1,000,000 5,000,000 unless the Borrower and each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent (provided that concurrent assignments not to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (be unreasonably withheld 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 metdelayed), ;
(ii) 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 Financing Documents, Loans or the Commitment assigned;
(iii) any assignment of a Commitment must be approved by the Administrative Agent and each L/C Issuer unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,5003,500 (except in case of an assignment to an Affiliate), and (iv) the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuing. Upon Questionnaire Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (dc) of this Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s 's rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.063.01, 10.033.04, 3.05, and 10.04 with respect to facts and 12circumstances 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 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 subsection (d) of this Section.
Appears in 1 contract
Samples: Credit Agreement (Kellwood Co)
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 the Financing Documents this Agreement (including all or a portion of its Commitments Commitment and the Loans at the time owing to it); provided that that
(i) 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, Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of Lender, the entire remaining aggregate amount of the assigning Lender’s Commitment(s)Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the amount principal outstanding balance of the Commitment(s) Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative AgentAgent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $1,000,000 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 in respect of the Term Loan Facility, unless the Borrower and (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 (provided that concurrent assignments each such consent not to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (be unreasonably withheld 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 metdelayed), ;
(ii) 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 Financing DocumentsLoan 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;
(iii) any assignment of a Revolving Credit Commitment must be approved by the Administrative Agent and the Issuing Lender unless the Person that is the proposed assignee is itself a Lender with a Revolving Credit Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,5003,500 for each assignment, and (iv) the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuing. Upon Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (dc) of this Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.065.9, 10.035.10, 10.04 5.12 and 1214.2 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 (Hickory Tech 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 the Financing Documents this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it); provided that that:
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Loans at the time owing to it or in the case of an assignment to a Lender, Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment Lender, the principal outstanding balance of the entire remaining amount of the assigning Lender’s Commitment(s), the amount of the Commitment(s) Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Administrative AgentAssignment and Assumption, as of the Trade Date) shall not be less than $1,000,000 unless the Borrower and the Administrative Agent otherwise consent (provided 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 met), 1,000,000;
(ii) 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 Financing Documents, portion of the Loan assigned;
(iii) any assignment of a Loan (or portion of a Loan) must be approved by Administrative Agent (such approval not to be unreasonably withheld or delayed), unless the Person that is the proposed assignee is itself a Lender with Loans outstanding under this Agreement (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee);
(iv) any assignment of a Loan (or portion of a Loan) must be approved by the Borrower (such approval not to be unreasonably withheld or delayed) unless an Event of Default exists at such time;
(v) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,5003,000, and (iv) the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuing. Upon Subject to acceptance and recording thereof by Administrative Agent pursuant to paragraph (dc) of this Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.06, 10.03, 10.04 Article III and 12Section 10.4 and Section 10.12 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 the Financing Documents this Agreement (including all or a portion of its Commitments 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 PROVIDED that
(i) 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, Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of Lender, the entire remaining aggregate amount of the assigning Lender’s Commitment(s)Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the amount principal outstanding balance of the Commitment(s) Loans of the assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $1,000,000 5,000,000 unless the Borrower and each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Company, on behalf of the Borrowers, otherwise consents (each such consent (provided that concurrent assignments not to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (be unreasonably withheld 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 metdelayed), ;
(ii) 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 Financing DocumentsLoans or the Commitment assigned, except that this clause (ii) shall not apply to rights in respect of Bid Loans or Swing Line Loans;
(iii) any assignment of a Commitment must be approved by the Administrative Agent, the L/C Issuer, the Swing Line Lender and, so long as no Event of Default has occurred and is continuing, the Company, on behalf of the Borrowers (each such consent not to be unreasonably withheld or delayed), unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500, and (iv) the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuing. Upon Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (dc) of this Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s 's rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.06SECTIONS 3.01, 10.033.04, 3.05, and 10.04 with respect to facts and 12circumstances occurring prior to the effective date of such assignment. Upon request, the applicable 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 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 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 the Financing Documents this Agreement (including all or a portion of its Commitments Term Loan Commitment and the Term 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 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 an Approved Fund.
(iii) 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 Term Loan Commitment and Term Loans by the Arranger or an assignment of the entire remaining amount of the assigning Lender’s Term Loan Commitment and the Term Loans at the time owing to it or in the case of an assignment to a Lender, Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of Lender, the entire remaining aggregate amount of the assigning Lender’s Commitment(s)Term Loan Commitment (which for this purpose includes Term Loans outstanding thereunder) or, if the applicable Term Loan Commitment is not then in effect, the amount principal outstanding balance of the Commitment(s) Term Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative AgentAgent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $1,000,000 1.0 million, unless the Borrower and each of the Administrative Agent and, so long as no Default has occurred and is continuing, Borrower otherwise consent (provided that concurrent assignments each such consent not to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee be unreasonably withheld or delayed);
(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 met), (iiB) 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 Financing DocumentsTerm Loan or the Term Loan Commitment assigned, except that this clause (iiiii) 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; and
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500, and (iv) the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuing. Upon Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (dc) of this SectionSection 10.04, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.062.11, 10.032.12, 10.04 2.14 and 1210.03 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 Section 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 and the Financing other Loan Documents (including all or a portion of its Commitments 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 that
(i) 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, Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of Lender, the entire remaining aggregate amount of the assigning Lender’s Commitment(s)Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the amount principal outstanding balance of the Commitment(s) Loans of the assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $1,000,000 5,000,000 unless the Borrower and each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent (provided not to be unreasonably withheld or delayed); 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 met), ;
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s Loans and Commitments, and rights and obligations under the Financing Documentswith respect thereto, assigned, except that this clause (ii) shall not apply to rights in respect of Swing Line Loans;
(iii) any assignment of a Revolving Commitment must be approved by the Administrative Agent, the L/C Issuers and the Swing Line Lender (such approval not to be unreasonably withheld) unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500in the amount, if any, required as set forth in Schedule 11.06, and (iv) the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuing. Upon Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (dc) of this Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.063.01, 10.033.04, 10.04 3.05 and 1211.04 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 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 subsection (d) of this Section.
Appears in 1 contract
Samples: Credit Agreement (Joy Global Inc)
Assignments by Lenders. Any Lender may assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under the Financing Documents this Agreement (including all or a portion of its Commitments 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) 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) except in the case of for an assignment to a Lender, an Affiliate of a Lender or an Approved Fund with respect 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, the Issuing Lender and the Swingline Lender, provided that 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 Commitment(s)Commitment, the amount of the Commitment(s) Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 5,000,000 unless each of the Borrower Company and the Administrative Agent otherwise consent (provided that concurrent assignments to members no such consent of the Company shall be required if an Assignee Group and concurrent assignments from members Event of an Assignee Group to a single Eligible Assignee Default under clause (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 meta), (iib), (h) or (i) of Article VIII has occurred and is continuing),
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under the Financing Documents, this Agreement,
(iiiC) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500, and ,
(ivD) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; providedand
(E) other than assignments to an existing Lender, further, assignments to Lenders that any consent will acquire a position of the Obligations of a Dutch Subsidiary Borrower otherwise required shall be at least €50,000 (or its equivalent in another currency) or any other amount that will from time to time be applicable under this paragraph section 3(2) under a and/or b of the Dutch Decree on Definitions Wft (Besluit definitiebepalingen Wft), or, if it is less, such new Lender (as the case may be) shall not be required if confirm in writing to such Dutch Subsidiary Borrower that it is a Default has occurred and is continuingprofessional market party within the meaning of the FSA. Upon acceptance and recording pursuant to paragraph (d) of this Section, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.062.14, 2.15, 2.16 and 10.03). 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 (e) 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, 10.04 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 12the 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 and (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. 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, 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 assign to one or more Eligible Assignees banks, financial institutions or other institutional lenders all or a portion of its rights and obligations under the Financing Documents this Agreement (including all or a portion of its Commitments Commitment and the Loans Loan at the time owing to it); provided that that
(i) 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, Lender or an Affiliate of a Lender, the Administrative Agent must give its prior written consent to such assignment (which consent shall not be unreasonably withheld or delayed),
(iv) except in the case of an assignment to a Lender or an Approved Fund with respect to Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment(s)Loan, the amount of the Commitment(s) Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof unless the Borrower and the Administrative Agent otherwise consent consents,
(provided 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 met), (iiv) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under the Financing Documents, this Agreement,
(iiivi) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption (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 with, unless such assignment shall be to a Lender or an Affiliate of a Lender, a processing and recordation fee of $3,500, and ),
(ivvii) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that Questionnaire and any consent applicable tax forms as may have been requested by the Borrower,
(viii) the assignee confirms the appointment and duties of the Borrower otherwise required 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 paragraph shall Section, and
(x) the parties to each such assignment shall, to the extent they have theretofore not be required if delivered an Agent’s Power of Attorney, duly execute and deliver to the Collateral Agent a Default has occurred duly executed, notarized and is continuingapostilled Agent’s Power of Attorney. Upon acceptance and recording pursuant to paragraph (de) of this Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.062.08, 10.032.09, 10.04 2.10 and 129.03 and shall continue to be obligated pursuant to Section 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 (g) 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 the Financing Documents this Agreement (including all or a portion of its Commitments 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 that:
(i) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment(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, the aggregate amount of the Commitment(sCommitment (which for this purpose includes Loans outstanding thereunder) or, if the EXHIBIT 10.1 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 Acceptance Assumption with respect to such assignment is delivered to Administrative Agent or, if "Trade Date" is specified in the Administrative Agent) Assignment and Assumption, as of the Trade Date, shall not be less than $1,000,000 10,000,000 unless the Borrower and the each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents (each such consent (provided that concurrent assignments not to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (be unreasonably withheld 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 metdelayed), ;
(ii) 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 Financing DocumentsLoans or the Commitment assigned, except that this clause (ii) shall not apply to rights in respect of Swing Line Loans;
(iii) any assignment of a Commitment must be approved by Administrative Agent, each L/C Issuer and Swing Line Lender unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500, and (iv) the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuing. Upon Subject to acceptance and recording thereof by Administrative Agent pursuant to paragraph subsection (dc) of this Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s 's rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.063.01, 10.033.04, 10.04 3.05, and 1211.04 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 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 subsection (d) of this Section.
Appears in 1 contract
Samples: Senior Unsecured Revolving Credit Agreement (Wci Communities Inc)
Assignments by Lenders. Any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under the Financing Documents (including all or a portion of its Commitments and the Loans at the time owing to it); provided that (i) except in the case of an assignment to a Lender, an Affiliate of Lender or a Lender or an Approved Fund with respect to a Lender or Affiliate, each of Limited and the Administrative Agent (and, in the case of an assignment of all or a portion of a Revolving Credit Commitment or any Lender's obligations in respect of its LC Exposure or Swingline Exposure, the entire remaining amount of Issuing Banks and the assigning Swingline Lender’s Commitment(s) must give their prior written consent to such assignment (which consent shall not be unreasonably withheld), ,
(ii) the amount of the Commitment(s) Commitment or Loans of the assigning Lender subject to each such partial assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 not, unless the Borrower each of Limited and the Administrative Agent otherwise consent consent, be less than (provided that concurrent assignments to members x) $1,000,000, in the case of an Assignee Group and concurrent assignments from members assignment of an Assignee Group the Loans or Commitments or any Class to a single Eligible Assignee (Lender 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 met)Lender Affiliate, (iiy) $1,000,000, in the case of any assignment to any Person of a Tranche B Commitment or Tranche B Term Loans, or (z) $5,000,000, in the case of any other assignment, Credit Agreement ----------------
(iii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under the Financing Documentsthis Agreement, except that this paragraph (iii) shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender's rights and obligations in respect of one Class of Commitments or Loans,
(iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500, and and
(ivv) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, and provided further that any consent of the Borrower Limited otherwise required under this -------- ------- paragraph shall not be required if a an Event of Default under paragraph (a), (b), (h) or (i) of Article VII has occurred and is continuing. Upon acceptance and recording pursuant to paragraph (d) of this Section, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement and the other Financing Documents, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing Documents, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.06, 10.03, 10.04 and 12.
Appears in 1 contract
Assignments by Lenders. Any Lender may assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under the Financing Documents this Agreement (including all or a portion of its Commitments 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) except in the case of for an assignment to a Lender, an Affiliate of a Lender or an Approved Fund with respect 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, and in the case of any Revolving Credit Commitment, each Issuing Lender and the Swingline Lender; provided that 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 Commitment(s)Revolving Credit Commitment, the amount of the Commitment(s) Revolving Credit Commitments of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 5,000,000 unless each of the Borrower Company and the Administrative Agent otherwise consent (provided that concurrent assignments to members no such consent of the Company shall be required if an Assignee Group and concurrent assignments from members Event of an Assignee Group to a single Eligible Assignee Default under clause (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 meta), (iib), (h) or (i) of Article VIII has occurred and is continuing),
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under the Financing Documents, this Agreement,
(iiiC) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500, and ,
(ivD) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; providedand
(E) other than assignments to an existing Lender, further, assignments to Lenders that any consent will acquire a portion of the Obligations of a Dutch Subsidiary Borrower otherwise required under this paragraph shall not only be required permitted if such person is a Default has occurred and is continuingDutch Non-Public Lender. Upon acceptance and recording pursuant to paragraph (d) of this Section, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations (subject to Section 10.05) under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.062.14, 10.032.15, 10.04 2.16 and 1210.03 and subject to Section 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 (e) 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 and (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. 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 the Financing Documents this Agreement (including all or a portion of its Commitments Commitment and the Loans at the time owing to it); provided that that
(i) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment(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, the aggregate amount of the Commitment(sCommitment (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 Acceptance Assumption with respect to such assignment is delivered to the Administrative AgentAgent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $1,000,000 5,000,000, unless the Borrower and the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent (provided that concurrent assignments not to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (be unreasonably withheld 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 metdelayed), ;
(ii) each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations under and in respect of the Commitments of the transferor Lender;
(iii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights including approvals and consents and obligations under this Agreement with respect to the Financing Documents, Loan or the Commitment assigned,
(iiiiv) any assignment of a Commitment must be approved by the Administrative Agent (such consent not to be unreasonably withheld or delayed); and
(v) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500, and (iv) the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of . The Administrative Agent shall provide notice to the Borrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuingof each such assignment. Upon Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (dc) of this Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.062.12, 10.032.13, 10.04 2.14 and 1210.7 and 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: Loan Agreement (Kensey Nash Corp)
Assignments by Lenders. Any With the prior written consent of the Administrative Agent, and, other than (x) during the continuance of an Event of Default or (y) in the case of an assignment to an existing Lender, or an Affiliate of the assigning Lender that is an Eligible Institution, the Borrowers (such consents not to be unreasonably withheld), any Lender may (at its expense) at any time assign to one or more Eligible Assignees all (an “Assignee”) all, or a portion proportionate part of all (in a constant, not varying, percentage), of its rights and obligations under the Financing Documents (including all or a portion of its Commitments this Credit Agreement, and the Loans at the time owing such Assignee shall assume such rights and obligations, pursuant to it)an Assignment and Acceptance Agreement; provided that that:
(i) this Section 12.11(d) shall not restrict an assignment or other transfer by any Lender to a Federal Reserve Bank, but no such assignment to a Federal Reserve Bank shall release the assigning Lender from its obligations hereunder;
(ii) except in the case of an assignment to a another Lender, an Affiliate or the assignment of all of a Lender or an Approved Fund with respect to a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment(s), the amount of the Commitment(s) of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 unless the Borrower and the Administrative Agent otherwise consent (provided 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 met), (ii) 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, any assignment shall be in a minimum amount of $10,000,000 unless otherwise consented to by the Financing DocumentsAdministrative Agent, and, other than during the continuance of an Event of Default, the Borrowers;
(iii) the assignee shall deliver to the Borrowers and the Administrative Agent any documentation required pursuant to Section 4.1(f);
(iv) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing Acceptance Agreement and recordation fee of $3,500pay to the transferor Lender an amount equal to the purchase price agreed between such transferor Lender and such Assignee, and (iv) the assignee, if it shall not be a Lender, transferor Lender shall deliver payment of a Processing and Recordation Fee to the Administrative Agent Agent; and
(v) notwithstanding anything in this Section 12.11 to the contrary, it shall be reasonable for the Borrowers to decline consent to an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required assignment to a Lender which does not agree to waive its rights under this paragraph shall not be required if a Default has occurred and is continuing. Upon acceptance and recording pursuant to paragraph (d) Section 5.3 of this Section, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement and the other Financing Documents, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing Documents, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.06, 10.03, 10.04 and 12Credit Agreement.
Appears in 1 contract
Samples: Revolving Credit Agreement (Goldman Sachs Middle Market Lending Corp.)
Assignments by Lenders. Any Lender may assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under the Financing Documents this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it); provided that (i) except in the case of an assignment to a Lender, Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender or an Affiliate of a Lender, each of the Borrower and the Administrative Agent must give their prior written consent to such assignment (which consent shall not be unreasonably withheld), (ii) except in the case of (A) an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender or an Affiliate of a Lender or (B) an assignment of the entire remaining amount of the assigning Lender’s 's Commitment(s)) and/or Loans, the amount of the Commitment(s) and/or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent (provided 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 met)consent, (iiiii) each partial assignment of the Commitment and/or Loans(s) of any Class shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under the Financing Documentswith respect to such Commitment and/or Loan(s), (iiiiv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500, 3,500 and (ivv) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, provided further that any consent of the Borrower otherwise required under this paragraph shall not be required if a an Event of Default under clause (h) or (i) of Article VIII has occurred and is continuing. Upon acceptance and recording pursuant to paragraph (d) of this Section, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s 's rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.062.12, 10.032.13, 10.04 2.14 and 1210.
Appears in 1 contract
Samples: Credit Agreement (CCPR Services Inc)
Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) of this Section, any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under the Financing Documents this Agreement (including all or a portion of its Commitments Commitment and the Loans and LC Disbursements at the time owing to it); ) to one or more NAIC Approved Banks (or, in the case of any assignment by a Lender under the Revolving Credit Tranche, to one or more Persons) 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, an Approved Fund or, if an Event of Default under clause (ia), (b), (g) or (h) of Article VIII has occurred and is continuing, any other assignee; and
(B) the Administrative Agent; 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 to a Lender, an Approved Fund or an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment(s)'s Commitment, the amount of the Commitment(s) Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 5,000,000 unless each of the Borrower Account Parties and the Administrative Agent otherwise consent (consent, provided that concurrent assignments to members no such consent of the Account Parties shall be required if an Assignee Group and concurrent assignments from members Event of an Assignee Group to a single Eligible Assignee Default under clause (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 meta), (iib), (g) or (h) of Article VIII has occurred and is continuing; Credit Agreement
(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 the Financing Documents, this Agreement;
(iiiC) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500, and ; and
(ivD) the assignee, if it shall not be a Lender, shall deliver an Administrative Questionnaire to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if (with a Default has occurred and is continuing. Upon copy to XL Capital).
(iii) Subject to acceptance and recording thereof pursuant to paragraph (db)(v) of this Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s 's rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.062.17, 10.032.18, 10.04 2.19 and 1210.
Appears in 1 contract
Samples: Credit Agreement (Xl Capital LTD)
Assignments by Lenders. Any Lender may assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under the Financing Documents this Agreement (including all or a portion of its Commitments Commitment and the Loans at the time owing to it); provided that that
(i) except in the case of an assignment to a Lender, Lender or an Affiliate of a Lender, each of the Borrower and the Administrative Agent (and, in the case of an assignment of all or a portion of a Commitment or any Lender’s obligations in respect of its LC Exposure, the Issuing Lender) must give their prior written consent to such assignment (which consent shall not be unreasonably withheld),
(ii) except in the case of an assignment to a Lender or an Approved Fund with respect to Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment(s)Commitment, unless each of the Borrower and the Administrative Agent otherwise consent, which consent may be given or withheld in sole discretion of each such party, the amount of the Commitment(s) Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than (A) Ten Million Dollars ($1,000,000 unless 10,000,000), or (B) Three Million Dollars ($3,000,000) if the Borrower Commitment of each other Lender equals or exceeds Ten Million Dollars (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent otherwise consent Agent,
(provided 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 met), (iiiii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's Term Loan Commitment and Revolving Credit Commitment and of a proportionate part of the assigning Lender’s rights and obligations under the Financing Documents, this Agreement,
(iiiiv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of Three Thousand Five Hundred Dollars ($3,500) payable by either or both of the assigning Lender and assignee as agreed to by such parties (which processing and recordation shall not be chargeable to, and assessable against, or otherwise imposed upon, the Borrower), and
(ivv) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, provided further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a an Event of Default under clause (a), (b), (i) or (j) of ARTICLE VII has occurred and is continuing. Upon acceptance and recording pursuant to paragraph (d) of this Section, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.062.12, 10.032.13, 10.04 2.14 and 129.03). 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 (e) of this Section.
Appears in 1 contract
Samples: Credit Agreement (Wilson Greatbatch Technologies 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 the Financing Documents this Agreement (including all or a portion of its Commitments Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations) at the time owing to it); provided that (i) 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, Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of Lender, the entire remaining aggregate amount of the assigning Lender’s Commitment(s)Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the amount principal outstanding balance of the Commitment(s) Loans of the assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $1,000,000 5,000,000 unless the Borrower and the Administrative Agent and, so long as no Event of Default has occurred and is continuing, GFI, otherwise consents (each such consent (provided that concurrent assignments not to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (be unreasonably withheld 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 metdelayed), ; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s Loans and Commitments, and rights and obligations under the Financing Documentswith respect thereto, assigned; (iii) any assignment of a Revolving Commitment must be approved by the Administrative Agent unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,5002,500, and (iv) the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuing. Upon Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (dc) of this Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.063.01, 10.033.04, 10.04 3.05, 11.04 and 1211.05 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 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 subsection (d) of this Section.
Appears in 1 contract
Samples: Credit Agreement (GFI Group Inc.)
Assignments by Lenders. Any Lender may at any time assign to one (1) or more Eligible Assignees all or a portion of its rights and obligations under the Financing Documents this Credit Agreement (including all or a portion of its Commitments Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swingline Loans) at the time owing to it); provided that that
(i) 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, Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of Lender, the entire remaining aggregate amount of the assigning Lender’s Commitment(s)Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the amount principal outstanding balance of the Commitment(s) Loans of the assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than (A) in the case of Revolving Commitments and Revolving Loans, $1,000,000 unless 5.0 million, and (B) in the Borrower and case each of the Term Loans, $1.0 million, unless, in each case, each of the Administrative Agent and, so long as no Event of Default pursuant to Section 9.01(a) or (f) has occurred and is continuing, the Parent Borrower otherwise consents (each such consent (not to be unreasonably withheld or delayed and provided that concurrent the Parent Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof), it being understood that assignments to members a Lender or an Affiliate of a Lender or an Assignee Group and concurrent assignments from members of an Assignee Group Approved Fund shall not be subject 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 met), amounts;
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Dollar Revolving Lender’’s rights and obligations under this Credit Agreement with respect to the Financing DocumentsDollar Revolving Loans and the Dollar Revolving Commitment assigned, except that this clause (ii) shall not apply to rights in respect of Swingline Loans;
(iii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Limited Currency Revolving Lender’’s rights and obligations under this Credit Agreement with respect to the Limited Currency Revolving Loans and the Limited Currency Revolving Commitment assigned;
(iv) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Multicurrency Revolving Lender’’s rights and obligations under this Credit Agreement with respect to the Multicurrency Revolving Loans and the Multicurrency Revolving Commitment assigned;
(v) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Term Loan Lender’’s rights and obligations under this Credit Agreement with respect to the Term Loans or Term Loan Commitment assigned;
(vi) any assignment of (A) a Dollar Revolving Commitment and Dollar Revolving Loans must be approved by the Administrative Agent, each Dollar L/C Issuer and the Swingline Lender and, so long as no Event of Default pursuant to Section 9.01(a) or (f) has occurred and is continuing, the Parent Borrower (each such approval not to be unreasonably withheld or delayed and provided that the Parent Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof); provided that the Parent Borrower’’s approval shall not be required if the proposed assignee is a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund; (B) a Limited Currency Revolving Commitment and Limited Currency Revolving Loans must be approved by the Administrative Agent and each Multicurrency L/C Issuer and, so long as no Event of Default pursuant to Section 9.01(a) or (f) has occurred and is continuing, the Parent Borrower (each such approval not to be unreasonably withheld or delayed and provided that the Parent Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof); provided that the Parent Borrower’’s approval shall not be required if the proposed assignee is a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund; (C) a Multicurrency Revolving Commitment and Multicurrency Revolving Loans must be approved by the Administrative Agent and the Alternative Currency Fronting Lender(s) and, so long as no Event of Default pursuant to Section 9.01(a) or (f) has occurred and is continuing, the Parent Borrower (each such approval not to be unreasonably withheld or delayed and provided that the Parent Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof); provided that the Parent Borrower’’s approval shall not be required if the proposed assignee is a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund; and (D) the Term Loans must be approved by the Administrative Agent and, so long as no Event of Default pursuant to Section 9.01(a) or (f) has occurred and is continuing, the Parent Borrower (each such approval not to be unreasonably withheld or delayed and provided that the Parent Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof); provided that no approval shall be required if the proposed assignee is a Lender, an Affiliate of a Lender or an Approved Fund; and
(vii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee in the amount of $3,500, and (iv) the assigneeEligible Assignee, if it shall not be a Lender, shall (A) deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of Questionnaire and (B) deliver to the applicable Borrower otherwise and the Applicable Agent the forms required under this paragraph shall not to be required if a Default has occurred and is continuingdelivered pursuant to Section 3.01(e). Upon Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (dc) of this Section, 11.06, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Credit Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsCredit Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Credit Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’’s rights and obligations under this Agreement and the other Financing DocumentsCredit Agreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.063.01, 10.033.04, 10.04 3.05, and 1211.04 (subject to the requirements and limitations of such Sections) with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the applicable 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 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 subsection (d) of this Section. 11.06.
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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 the Financing Documents this Agreement (including all or a portion of its Commitments Commitment and the Loans at the time owing to it); provided that that
(i) except in the case of (x) any assignment made in connection with the primary syndication of the Commitment and Loans by the Arrangers, (y) an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or (z) in the case of an assignment to a Lender, Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of Lender, the entire remaining aggregate amount of the assigning Lender’s Commitment(s)Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the amount principal outstanding balance of the Commitment(s) Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative AgentAgent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $1,000,000 2.5 million, in the case of any assignment in respect of Class A-2 Revolving Loans and/or Class A-2 Revolving Commitments of either Class, or $1.0 million, in the case of any assignment in respect of Tranche B Loans and/or Tranche B Loan Commitments, unless the Borrower and each of the Administrative Agent and, so long as no Default has occurred and is continuing, Borrower otherwise consent (provided that concurrent assignments each such consent not to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (be unreasonably withheld 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 metdelayed), ;
(ii) 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 Financing DocumentsLoan 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; and
(iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption via an electronic settlement system acceptable to the Administrative Agent (or, together if previously agreed with the Administrative Agent, manually), shall pay to the Administrative Agent a processing and recordation fee of $3,500, 3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent) and (iv) the assignee, if it shall not be a Lender, shall deliver appropriate tax forms. Subject to acceptance and recording thereof by the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuing. Upon acceptance and recording pursuant to paragraph (dc) of this SectionSection 10.04, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.062.12, 10.032.13, 10.04 2.15 and 1210.03 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 Section 10.04.
Appears in 1 contract
Samples: Second Amendment and Restatement Agreement (Jacobs Entertainment Inc)
Assignments by Lenders. Any Lender may assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under the Financing Documents this Agreement (including all or a portion of its Commitments Commitment and the Loans at the time owing to it); provided that (i) except in the case of an assignment to a Lender, Lender or an Affiliate of a Lender, each of the Borrower and the Administrative Agent must give their prior written consent to such assignment (which consent shall not be unreasonably withheld), (ii) except in the case of an assignment to a Lender or an Approved Fund with respect to Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment(s)'s Commitment, the amount of the Commitment(s) Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent (provided 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 met)consent, (iiiii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under the Financing Documentsthis Agreement, except that this clause (iii) shall not apply to rights in respect of outstanding Competitive Loans, (iiiiv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500, and (ivv) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, provided further that any consent of the Borrower otherwise required under this paragraph shall not be required if a an Event of Default under clause (f) or (g) of Article VI has occurred and is continuing. Upon acceptance and recording pursuant to paragraph (d) of this Section, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s 's rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.062.13, 10.032.14, 10.04 2.15 and 128.
Appears in 1 contract
Samples: Credit Agreement (Gatx Capital 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 the Financing Documents this Credit Agreement (including all or a portion of its Commitments Commitment and the Loans (including for purposes of this subsection (b), participations in Domestic L/C Obligations and in Domestic Swingline Loans) at the time owing to it); provided that that
(i) 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, Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of Lender, the entire remaining aggregate amount of the assigning Lender’s Commitment(s)Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the amount principal outstanding balance of the Commitment(s) Loans of the assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $1,000,000 US$5 million, unless the Borrower and each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrowers otherwise consent (provided each such consent not to be unreasonably withheld or delayed); 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 met), ;
(ii) each assignment, partial assignment or complete, 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 Financing DocumentsLoans or the Commitment assigned, and shall be pro rata with respect to its Domestic Revolving Commitment and Foreign Revolving Commitment; provided that, that this clause (ii) shall not apply to rights in respect of Domestic Swingline Loans;
(iii) any assignment of a Domestic Revolving Commitment must be approved by the Administrative Agent and, with respect to any assignment of the Domestic Revolving Commitments and Domestic Revolving Obligations, the Domestic L/C Issuer and the Domestic Swingline Lender, unless the Person that is the proposed assignee is itself a 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 AcceptanceAssumption, together with a processing and recordation fee of $3,500in the amount, if any, required as set forth on Schedule 11.06, and (iv) the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuing. Upon Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (dc) of this Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Credit Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsCredit Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Credit Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing DocumentsCredit Agreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.063.01, 10.033.04, 10.04 3.05, and 1211.04 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 Credit Agreement that does not comply with this 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 subsection (d) of this Section.
Appears in 1 contract
Assignments by Lenders. Any Lender may assign to one or more Eligible Assignees Assignees, and subject to the provisions of Section 9.04(e) may sell participations in, all or a portion of its rights and obligations under the Financing Documents this Agreement to one or more Eligible Assignees (including all or a portion of its Commitments Commitment and the Loans at the time owing to held by it); provided that that
(i) the Borrower and the Agent must give their prior written consent to such assignment and participation (which consent shall not be unreasonably withheld), (ii) in the case of an assignment, except in the case of an assignment to a Lender, Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment(s)'s Commitment, the amount of the Commitment(s) Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than equal to $5,000,000 or a multiple of $1,000,000 in excess thereof, unless the Borrower and the Administrative Agent otherwise consent consent, (provided that concurrent assignments to members iii) in the case 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 met)assignment, (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under the Financing Documentsthis Agreement, (iiiiv) in the case of an assignment, the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500, and (ivv) in the case of an assignment, the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, provided further that any consent of the Borrower otherwise required under this paragraph (b) shall not be required if a an Event of Default under paragraph (a), (b), (h), (i), or (m) of Section 7.01 has occurred and is continuing. Upon acceptance and recording pursuant to paragraph (d) of this Sectionbelow, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have (in addition to any such rights and obligations theretofore held by it) the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s 's rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.06, 10.03, 10.04 2.11 and 129.03). Any assignment 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.
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 the Financing Documents this Agreement (including all or a portion of its Commitments Commitment and the Loans Accommodations outstanding at the time owing to it); provided that that:
(i) except if an Event of Default has occurred and is continuing or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment(s)'s Commitment and the 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 LEGAL_1:22094689.5 an Approved Fund with respect to a Lender, the aggregate amount of the Commitment(sCommitment being assigned (which for this purpose includes Accommodations outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Accommodations outstanding of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative AgentAgent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $1,000,000 10,000,000, unless each of the Agent and, so long as no Event of Default has occurred and is continuing, the Borrower and the Administrative Agent otherwise consent (provided 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 met), lower amount;
(ii) 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 Financing DocumentsAccommodations 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;
(iii) any assignment must be approved by the 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, respective I y;
(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 Event of Default has occurred and is continuing; and no assignment will be made to a Foreign Lender unless an Event of Default has occurred and is continuing; and
(vi) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of Cdn $3,500, 3,500 and (iv) the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuing. Upon Subject to acceptance and recording thereof by the Agent pursuant to paragraph clause (div) of this Sectionparagraph (b), from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement with respect to the interest assigned and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing Loan Documents, including any collateral security, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, LEGAL_1:22094689.5 -80- in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s 's rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.06ARTICLE 13 and ARTICLE 19, 10.03and shall continue to be liable for any breach of this Agreement by such Lender, 10.04 with respect to facts and 12circumstances 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 Accommodations to the Borrower.
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 the Financing Documents this Agreement (including all or a portion of its Commitments 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 that:
(i) except (A) in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender or 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, or (B) in the case of an assignment to a Lender and the assigning Lender retains a Commitment of $5,000,000, the aggregate amount of the Commitment(sCommitment (which for this purpose includes Loans outstanding thereunder) or, if the 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 Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) relevant Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $1,000,000 5,000,000, unless the relevant Agent and, so long as no Event of Default has occurred and is continuing, US Borrower and the Administrative Agent otherwise consents (each such consent (provided that concurrent assignments not to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (be unreasonably withheld 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 metdelayed), ;
(ii) 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 Financing DocumentsLoans 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;
(iii) any assignment of a Commitment must be approved by the relevant Agent, LC Issuer and Swing Line Lender unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(iv) the parties to each assignment shall execute and deliver to the Administrative relevant Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee payable by such assignor Lender (and not at Borrower’s expense) of $3,500, and (iv) the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to the Administrative relevant Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuing. Upon Subject to acceptance and recording thereof by the relevant Agent pursuant to paragraph subsection (dc) of this Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.063.2, 10.033.3, 10.04 3.6 and 123.7 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 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 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 Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under the Financing Documents this Agreement (including all or a portion of its Commitments Commitment and the Loans (including for purposes of this subsection (b), participations and subparticipations in Letter of Credit Exposure and in Swing Loans) at the time owing to it); provided that that
(i) 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, Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of Lender, the entire remaining aggregate amount of the assigning Lender’s Commitment(s)Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the amount principal outstanding balance of the Commitment(s) Loans of the assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) 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 $1,000,000 5,000,000 unless the Borrower and each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent (provided that concurrent assignments not to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (be unreasonably withheld 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 metdelayed), ;
(ii) unless otherwise approved by 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 assignee is acquiring all of the assigning Lender’s Commitment;
(iii) 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 Financing DocumentsLoans or the Commitment assigned, except that this clause (iii) shall not apply to rights in respect of Competitive Advances or Swing Loans;
(iv) any assignment of a Commitment must be approved by the Administrative Agent, the Issuing Lender and the Swing Loan Lender unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee), provided, however, that the Administrative Agent’s, the Issuing Lender’s and the Swing Loan Lender’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
(v) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500, and (iv) the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. In connection with such assignment, the assignor may assign all or any portion of its Competitive Advance Note and the Competitive Advances at the time owing to it, which, if so assigned, shall be assigned in such proportion as the assignor and assignee agree, but in no event shall the assignee acquire an interest in the Competitive Advances of the assignor of less than $5,000,000.00; provided, furtherhowever, that any consent in the event such assignor assigns all of its Commitment, such assignor shall assign all of its Competitive Advance Note and Competitive Advances, if any, in connection therewith. In the event that a portion of a Competitive Advance is assigned to such assignee, the Borrower shall upon the request of such assignee execute and deliver to such assignee a Competitive Advance Note, dated the effective date of such assignment and which shall otherwise be in substantially the form of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuingCompetitive Advance Notes. Upon Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (dc) of this Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.062.11, 10.032.13, 10.04 2.14, 11.5 and 1211.12 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 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 subsection (d) of this Section.
Appears in 1 contract
Samples: Revolving Credit Agreement (New Plan Excel Realty Trust Inc)
Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Eligible Assignees assignees (each, an “Assignee”) all or a portion of its rights and obligations under the Financing Documents this Agreement (including all or a portion of its Commitments 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 that 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
(iC) 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, an Affiliate of a Lender Affiliate or an Approved Fund with respect to a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment(s)Commitments, the amount of the Commitment(s) Commitments of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 10,000,000 unless each of the Borrower Company and the Administrative Agent otherwise consent, provided that (1) no such consent of the Company shall be required if an Event of Default has occurred and is continuing and (provided 2) that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee assignee (or to an Eligible Assignee assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met), ;
(iiB) 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 Financing DocumentsLoans or the Commitment assigned, except that this clause (iiiB) shall not apply to rights in respect of Swingline Loans or Euro Swingline Loans;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and (iv) recordation fee in the assigneecase of any assignment and the 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 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; providedand
(E) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, furtherno such assignment shall be effective unless and until, that any 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 otherwise required 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 paragraph, then the assignee of such interest shall not be required if deemed to be a Default has occurred and is continuing. Upon Defaulting Lender for all purposes of this Agreement until such compliance occurs.
(iii) Subject to acceptance and recording thereof pursuant to paragraph (db)(iv) of this Sectionbelow, from and after the effective date specified in each Assignment and Acceptance, Assumption the assignee Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.062.24, 10.032.25, 10.04 2.26 and 129.5). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this 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 (c) 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.
(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 (Kennametal Inc)
Assignments by Lenders. Any Lender may assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations under the Financing Documents this Agreement (including all or a portion of its Commitments and the Loans Loan at the time owing to it); provided that that:
(i) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Affiliate or Related Fund with respect to of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment(s), the amount of the Commitment(s) Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 (or the remaining amount of the Loan of such assigning Lender, whichever is less), unless the Borrower and the Administrative Agent otherwise consent consent;
(provided that concurrent assignments to members ii) except in the case of an Assignee Group and concurrent assignments from members of an Assignee Group assignment to a single Eligible Assignee Lender or an Affiliate or Related Fund of a Lender, the Borrower and the Administrative Agent must each give its prior written consent to such assignment, in each case not to be unreasonably withheld, conditioned or delayed (or and, in the case of the Borrower, deemed to be given if the Borrower has not responded within five (5) Business Days of any request for consent);
(iii) unless an Eligible Assignee Event of Default has occurred and members of its Assignee Group) will is continuing, no such assignment shall be treated as made to a single assignment for purposes of determining whether such minimum amount has been met), Disqualified Institution;
(iiiv) 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;
(v) except in the Financing Documentscase of an assignment to an Affiliate, (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500, and ; and
(ivvi) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuing. Upon acceptance and recording pursuant to paragraph (d) of this Section, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement and the other Financing Documents, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing Documents, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.06, 10.03, 10.04 and 12.;
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Tellurian Inc. /De/)
Assignments by Lenders. Any Lender may assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under the Financing Documents this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it); provided that (i) except in the case of an assignment to a Lender, Lender or an Affiliate of a Lender (other than in the case of an assignment to such an Affiliate that would impose costs on the Borrower pursuant to Section 2.12 or 2.14 in excess of those costs incurred prior to such assignment), each of the Borrower and the Administrative Agent must give their prior written consent to such assignment (which consent shall not be unreasonably withheld), (ii) except in the case of an assignment to a Lender or an Approved Fund with respect to Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s 's Commitment(s), the amount of the Commitment(s) of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent (provided 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 met)consent, (iiiii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under the Financing Documentsthis Agreement, (iiiiv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500, and (ivv) the assignee, if it shall not already be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a an Event of Default under Section 8.01(f), (g) or (i) has occurred and is continuing. Upon acceptance and recording pursuant to paragraph (d) of this Section, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing Documents, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.06, 10.03, 10.04 and 12.covering
Appears in 1 contract
Samples: Working Capital Agreement (Louisiana Generating LLC)
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 the Financing Documents (this Agreement, including all or a portion of its Commitments and the Loans (including for purposes of this clause (b), any participation interests in Protective Advance Exposure and any Participation Interests in the Letters of Credit) at the time owing to it); provided that provided, however, that:
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans owing to it or in the case of an assignment to a Lender, Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of Lender, the entire remaining aggregate amount of the assigning Lender’s Commitment(s)Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitments are not then in effect, the amount principal outstanding balance of the Commitment(s) Loans of the assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $1,000,000 5,000,000, unless the Borrower and each of the Administrative Agent and, so long as no payment or bankruptcy Event of Default has occurred and is continuing, MKS otherwise consents (each such consent not to be unreasonably withheld or delayed; provided that, MKS shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (provided 10) Business Days after MKS has received notice 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 met), ;
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s Lenders’ rights and obligations under this Agreement with respect to the Financing Documents, class of Loans or the class of Commitment assigned;
(iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and (iv) recordation fee in the case of any assignment; provided, further, that only a single processing and recordation fee shall be payable in respect of multiple contemporaneous assignments to Approved Funds with respect to any Lender. The assignee, if it shall is not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire;
(iv) No such assignment shall be made 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 (iv); providedand
(v) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, furtherno such assignment shall be effective unless and until, that any 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 Table of Contents subparticipations, or other compensating actions, including funding, with the consent of the Borrower otherwise required Borrowers 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, participation interests in Protective Advance Exposure and participations in Letters of Credit in accordance with its Applicable 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 paragraph, then the assignee of such interest shall not be required if deemed to be a Default has occurred and is continuingDefaulting Lender for all purposes of this Agreement until such compliance occurs. Upon Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph clause (dc) of this Sectionbelow, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.063.01, 10.033.04, 3.05, and 10.04 with respect to facts and 12circumstances occurring prior to the effective date of such assignment). Upon request, the Borrowers (at their expense) shall execute and deliver a Revolving 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 clause (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 clause (d) below.
Appears in 1 contract
Assignments by Lenders. Any Lender may assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under the Financing Documents this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it); provided that that:
(i) except in the case of an assignment to a Lender, Lender or an Affiliate of a Lender, each of the Borrower and the Administrative Agent (and, in the case of an assignment of all or a portion of a Commitment or any Lender's obligations in respect of its LC Exposure, the Issuing Lender) must give their prior written consent to such assignment (which consent shall not be unreasonably withheld),
(ii) except in the case of an assignment to a Lender or an Approved Fund with respect to Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s 's Commitment(s), the amount of the Commitment(s) of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than U.S. $1,000,000 2,500,000 unless each of the Borrower and the Administrative Agent otherwise consent consent,
(provided 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 met), (iiA) 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 's rights and obligations under the Financing Documentsthis Agreement in respect of such Class, (iiiB) no partial assignment of a Tranche A1 Commitment or a Tranche B1 Commitment may be made prior to the date 60 days after the Closing Date without a simultaneous assignment of a proportionate part of the assigning Lender's Tranche A2 Commitment and Tranche B2 Commitment, respectively, and (C) each partial assignment of a Tranche A2 Commitment or a Tranche B2 Commitment shall be made as an assignment of a proportionate part of the assigning Lender's Tranche B2 Commitment and Tranche A2 Commitment, respectively,
(iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of U.S. $3,500, and and
(ivv) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuing. Upon acceptance and recording pursuant to paragraph (d) of this Section, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement and the other Financing Documents, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing Documents, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.06, 10.03, 10.04 and 12.;
Appears in 1 contract
Assignments by Lenders. Any Lender may assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under the Financing Documents this Agreement (including all or a portion of its Commitments Commitment and the Loans at the time owing to it); ) to other Lenders, their Affiliates, a Related Fund of the assigning Lender or another Lender or to any Federal Reserve Bank without restriction, to other financial institutions or to any entity that is regularly engaged in making, purchasing or investing in loans or securities with the consent of the Borrower (subject to the final proviso hereto) and the Administrative Agent, in each case not to be unreasonably withheld, provided that that
(i) except in the case of an assignment to a Lender, an Affiliate of a Lender or a Related Fund of the assigning Lender or another Lender in circumstances where the Borrower would not incur increased costs as a result of such assignment, each of the Borrower and the Administrative Agent (and, in the case of an Approved Fund with assignment of all or a portion of a Revolving Commitment or any Lender's obligations in respect of its LC Exposure or Swingline Exposure, each Issuing Bank and the Swingline Lender) must give their prior written consent to such assignment (which consent shall not be unreasonably withheld),
(ii) except in the case of an assignment to a Lender, an Affiliate of a Lender or a Related Fund of the assigning Lender or another Lender, or an assignment of the entire remaining amount of the assigning Lender’s Commitment(s)'s Commitment or Loans, the amount of the Commitment(s) Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 5,000,000 (in the case of any such assignment of Revolving Loans or Revolving Commitments or Term Loans or Term Loan Commitments), unless each of the Borrower and the Administrative Agent otherwise consent consent,
(provided 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 met), (iiiii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under the Financing Documents, (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500, and (iv) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuing. Upon acceptance and recording pursuant to paragraph (d) of this Section, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement and the other Financing Documents, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing Documents, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.06, 10.03, 10.04 and 12.the
Appears in 1 contract
Assignments by Lenders. Any Lender may assign to one or more Eligible Assignees assignees who are in the business of making, in the case of an assignment of any Revolving Credit Exposure or Incremental Facility Revolving Credit Exposure, revolving loans and, in the case of any assignment of any other exposure, loans, all or a portion of its rights and obligations under the Financing Documents this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it); provided that that
(i) each Issuing Lender and, except in the case of an assignment to a Lender or an Affiliate (or an Approved Fund) of a Lender, the Administrative Agent (and (A) in the case of an assignment of all or a portion of a Commitment or any Lender’s obligations in respect of its Swingline Exposure, the Swingline Lender and (B) unless an Event of Default or a payment or bankruptcy Default shall have occurred and be continuing, the Borrower) must give its prior written consent to such assignment (which consents shall not be unreasonably withheld or delayed),
(ii) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Affiliate (or an Approved Fund with respect to Fund) of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment(s)Commitment, the amount of the Commitment(s) Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 unless the Borrower and the Administrative Agent otherwise consent consents,
(provided 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 met), (iiiii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under the Financing Documents, this Agreement,
(iiiiv) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAcceptance (such Assignment and Acceptance 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 a processing and recordation fee of $3,500), and and
(ivv) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that Questionnaire and any consent of applicable tax forms as may be requested by the Borrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuingAdministrative Agent. Upon acceptance and recording pursuant to paragraph (d) of this Section, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.062.14, 10.032.15, 10.04 2.16 and 1210.03 and shall continue to be obligated pursuant to Section 10.12). 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 (e) of this Section.
Appears in 1 contract
Assignments by Lenders. Any Lender may assign to one or more Eligible Assignees NAIC Approved Lenders all or a portion of its rights and obligations under the Financing Documents this Agreement (including all or a portion of its Commitments 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 that
(i) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund Fund, AXIS Capital must give its prior written consent to such assignment (which consent shall not be unreasonably withheld),
(ii) each of the Administrative Agent and the Issuing Lender with respect to Participated Letters of Credit must give its prior written consent to 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 assignment of the entire remaining amount of the assigning Lender’s Commitment(s)Commitment, the amount of the Commitment(s) Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 5,000,000 unless the Borrower each of AXIS Capital and the Administrative Agent otherwise consent consent,
(provided 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 met), (iiiv) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under the Financing Documents, this Agreement,
(iiiv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500, and and
(ivvi) the assignee, if it shall not be a Lender, shall deliver an Administrative Questionnaire to the Administrative Agent an Administrative QuestionnaireAgent; provided, further, provided further that any consent of the Borrower AXIS Capital otherwise required under this paragraph shall not be required if a an Event of Default under clause (a), (b), (h) or (i) of Article VII has occurred and is continuing. Upon acceptance and recording pursuant to paragraph (d) of this Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.062.16, 2.17, 2.18 and 10.03). 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 (e) of this Section. Notwithstanding anything to the contrary contained herein, 10.04 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 12AXIS 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 assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under the Financing Documents this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it); provided that that:
(i) except in the case of an assignment to a Lender, Lender or an Affiliate of a Lender, each of the Borrower and the Administrative Agent (and, in the case of an assignment of all or a portion of a Commitment or any Lender's obligations in respect of its LC Exposure or Swingline Exposure, the respective Issuing Lender and the Swingline Lender) must give their prior written consent to such assignment (which consent shall not be unreasonably withheld),
(ii) except in the case of an assignment to a Lender or an Approved Fund with respect to Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s 's Commitment(s), the amount of the Commitment(s) of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 10,000,000 unless each of the Borrower and the Administrative Agent otherwise consent consent,
(provided 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 met), (iiiii) 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 's rights and obligations under the Financing Documents, this Agreement in respect of such Class (provided that this clause (iii) shall not apply to rights in respect of outstanding Competitive Loans),
(iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500, and and
(ivv) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuing. Upon acceptance and recording pursuant to paragraph (d) of this Section, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement and the other Financing Documents, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing Documents, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.06, 10.03, 10.04 and 12.;
Appears in 1 contract
Assignments by Lenders. Any Lender may assign to one or more Eligible Assignees all or a any portion of its rights and obligations under the Financing Documents this Agreement (including including, without limitation, all or a portion of its Commitments and Commitments, the Loans Advances owing to it, participations in Letter of Credit Obligations at the time owing to it); provided that provided, however, that
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Advances being assigned at the time owing to it or in the case of an assignment to a Lender, Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of Lender, the entire remaining aggregate amount of the assigning Lender’s Commitment(s), the amount Commitments and Advances of the Commitment(s) of the assigning such Lender subject being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agentassignment) shall not be less than $1,000,000 unless the Borrower and the Administrative Agent otherwise consent (provided 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 met), 5,000,000.00;
(ii) 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 Financing Documents, Advances or the Commitment assigned;
(iii) the parties to each such assignment shall execute and deliver to the Administrative Agent Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500, and ; and
(iv) each Eligible Assignee (other than an Eligible Assignee that is a Lender or an Affiliate of a Lender) shall pay to the assigneeAdministrative Agent a $3,500 processing and recording fee and shall, if it shall is not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuing. Upon such execution, delivery, acceptance and recording thereof by the Administrative Agent pursuant to paragraph (dc) of this Section, from and after the effective date specified in each Assignment and Acceptance, (A) the assignee Eligible Assignee thereunder shall be a party hereto for all purposes and, to the extent of the interest that rights and obligations hereunder have been assigned by to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement hereunder and the other Financing Documents, and the (B) such 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 Acceptance, relinquish its rights and be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance covering all or the remaining portion of the assigning such Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.062.13, 10.032.14, 10.04 9.04 and 129.05 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
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 the Financing Documents this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it); provided that provided, however, that:
(i) except in the case of an assignment of the entire remaining amount of the Lender’s Loan or Commitments owing to it or in the case of an assignment to a Lender, Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of Lender, the entire remaining aggregate amount of the assigning Lender’s Commitment(s), the amount Loans of the Commitment(s) of the an assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $1,000,000 and shall be an integral multiple of $500,000 unless the Borrower and each of the Administrative Agent otherwise and, so long as no Event of Default has occurred and is continuing, the Borrower consent (provided such consent, in any such case, not to be unreasonably withheld or delayed); 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 met), ;
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s Lenders’ rights and obligations under this Agreement with respect to the Financing Documents, Loan;
(iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500, 3,500 (it being understood that such fee may be reduced or eliminated in the Administrative Agent’s sole discretion) and (iv) the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred Questionnaire and is continuingappropriate tax forms. Upon Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (dc) of this Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.063.01, 10.033.04, 3.05 and 10.04 with respect to facts and 12circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note or Notes to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this 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 subsection (d) of this Section.
Appears in 1 contract
Samples: Credit Agreement (Orbimage Inc)
Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Eligible Assignees assignees (each, an “Assignee”) all or a portion of its rights and obligations under the Financing Documents this Agreement (including all or a portion of its Commitments 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 that 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
(iC) 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, an Affiliate of a Lender Affiliate or an Approved Fund with respect to a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment(s)Commitments, the amount of the Commitment(s) Commitments of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 10,000,000 unless each of the Borrower Company and the Administrative Agent otherwise consent, provided that (1) no such consent of the Company shall be required if an Event of Default has occurred and is continuing and (provided 2) that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee assignee (or to an Eligible Assignee assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met), ;
(iiB) 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 Financing DocumentsLoans or the Commitment assigned, except that this clause (iiiB) shall not apply to rights in respect of Swingline Loans or Euro Swingline Loans;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and (iv) recordation fee in the assigneecase of any assignment and the 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; providedand
(E) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, furtherno such assignment shall be effective unless and until, that any 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 otherwise required 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 paragraph, then the assignee of such interest shall not be required if deemed to be a Default has occurred and is continuing. Upon Defaulting Lender for all purposes of this Agreement until such compliance occurs.
(iii) Subject to acceptance and recording thereof pursuant to paragraph (db)(iv) of this Sectionbelow, from and after the effective date specified in each Assignment and Acceptance, Assumption the assignee Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.062.24, 10.032.25, 10.04 2.26 and 129.5). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this 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 (c) 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 Lender may at any time assign to one or more Eligible Assignees Assignees, all or a portion of its rights and obligations under the Financing Documents (this Agreement, including all or a portion of its Commitments and the Loans (including for purposes of this clause (b), any participation interests in Protective Advance Exposure and any Participation Interests in the Letters of Credit) at the time owing to it); provided that provided, however, that:
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans owing to it or in the case of an assignment to a Lender, Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of Lender, the entire remaining aggregate amount of the assigning Lender’s Commitment(s)Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitments are not then in effect, the amount principal outstanding balance of the Commitment(s) Loans of the assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $1,000,000 5,000,000, unless the Borrower and each of the Administrative Agent and, so long as no payment or bankruptcy Event of Default has occurred and is continuing, MKS otherwise consents (each such consent not to be unreasonably withheld or delayed; provided that, MKS shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (provided 10) Business Days after MKS has received notice 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 met), ;
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s Lenders’ rights and obligations under this Agreement with respect to the Financing Documents, class of Loans or the class of Commitment assigned;
(iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and (iv) recordation fee in the case of any assignment; provided, further, that only a single processing and recordation fee shall be payable in respect of multiple contemporaneous assignments to Approved Funds with respect to any Lender. The assignee, if it shall is not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire;
(iv) No such assignment shall be made 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 (iv); providedand
(v) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, furtherno such assignment shall be effective unless and until, that any 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 otherwise required Borrowers 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, participation interests in Protective Advance Exposure and participations in Letters of Credit in accordance with its Applicable 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 paragraph, then the assignee of such interest shall not be required if deemed to be a Default has occurred and is continuingDefaulting Lender for all purposes of this Agreement until such compliance occurs. Upon Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph clause (dc) of this Sectionbelow, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.063.01, 10.033.04, 3.05, and 10.04 with respect to facts and 12circumstances occurring prior to the effective date of such assignment). Upon request, the Borrowers (at their expense) shall execute and deliver a Revolving 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 clause (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 clause (d) below.
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 the Financing Documents this Agreement (including all or a portion of its Commitments and the Loans (including for purposes of this subsection (b), participations in LC Obligations) at the time owing to it); provided that that:
(i) except (A) in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment(s)'s Percentage Share of the Maximum Facility Amount and the Loans at the time owing to it, or (B) in the case of an assignment to a Lender and the assigning Lender retains a Percentage Share of the Maximum Facility Amount of at least $5,000,000, the aggregate amount of the Commitment(sMaximum Facility Amount (which for this purpose includes Loans outstanding thereunder) or, if the Request Period has terminated, 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 Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $1,000,000 5,000,000, unless the Borrower and the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent (provided that concurrent assignments not to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (be unreasonably withheld 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 metdelayed), ;
(ii) 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 Financing Documents, Loans or Percentage Share of the Maximum Facility Amount assigned;
(iii) any assignment must be approved by the Administrative Agent and LC Issuer unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee payable by such assignor Lender (and not at Borrower's expense) of $3,500, and (iv) the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuing. Upon Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (dc) of this Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s 's rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.063.2, 10.033.3, 10.04 3.6 and 123.7 and Section 10.4 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 against receipt by Borrower of the canceled original Note of the assignor, if its entire Percentage Share of the Maximum Facility Amount 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 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 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 Borrower with the "Prescribed Forms" referred to in Section 3.7(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 the Financing Documents this Agreement (including all or a portion of its Commitments and the Loans (including participations in Letters of Credit) at the time owing to it); provided that any such assignment shall be subject to the following conditions:
(i) except (A) in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment(s)applicable TCIL Commitment and TALICC Commitment and the TCIL Loans and TALICC Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (B) in any case not described in clause (i)(A) of this Section 15.8, the amount principal outstanding balance of the Commitment(s) TCIL Loans and TALICC Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) Agent or, if the “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date), shall not be less than $1,000,000 10,000,000 unless the Borrower and each of the Administrative Agent and, so long as no TCIL Event of Default or TALICC Event of Default has occurred and is continuing, TCIL or TALICC, as applicable otherwise consents (each such consent (provided that concurrent assignments not to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (be unreasonably withheld 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 metdelayed), ;
(ii) 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 Financing DocumentsTCIL Loans and TALICC Loans and the TCIL Commitments and TALICC Commitments assigned, and each assignment shall be made as a “strip” of the same percentage of TCIL Loans and TCIL Commitments and TALICC Loans and TALICC Commitments;
(iii) no consent shall be required for any assignment except for the consent of the Administrative Agent and the Issuers (which shall not be unreasonably withheld or delayed) to the extent that such assignment is to a Person other than another Lender or an Affiliate of a Lender, and the consent of each Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) a TCIL Event of Default or TALICC Event of Default, as applicable, has occurred and is continuing at the time of such assignment (in which case only the consent of the non-defaulting Borrower shall be required) or (y) such assignment is to a Lender or an Affiliate of a Lender;
(iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee in the amount of $3,500, provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and (iv) recordation fee in the assigneecase of any assignment. The Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that ;
(v) no such assignment shall be made (A) to a Borrower or any consent of the Borrower otherwise required under Borrowers’ 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 paragraph clause (B); and
(vi) no such assignment shall not be required if made to a Default has occurred natural person (or a holding company, investment vehicle or trust for, or owned and is continuingoperated by or for the primary benefit of a natural Person). Upon Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph clause (db) of this Sectionbelow, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.067.1, 10.037.5, 10.04 7.8 and 1215.5 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 such Lender having been a Defaulting Lender. If requested by the assignee Lender, 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 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 clause (c) below.
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 the Financing Documents this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it); provided that provided, however, that:
(i) except in the case of any assignment in connection with the primary syndication of the Commitments and Loans made by Jefferies Finance LLC to an Eligible Assignee previously identified to the Borrower, or an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans of the applicable Class, as the case may be, owing to it or in the case of an assignment to a Lender, Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender or an assignment of Lender, the entire remaining aggregate amount of the assigning Lender’s Commitment(s), the amount any Term Loans of the Commitment(s) of the an assigning Lender subject to each such assignment (assignments, determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $1,000,000 unless the Borrower and each of the Administrative Agent and, so long as no Event of Default under Section 8.01(a) or (f) shall have occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed and provided that, if the consent of the Borrower is required, the Borrower shall be deemed so to have consented unless it shall object thereto by written notice to the Administrative Agent within ten (provided 10) Business Days after the Borrower has received written notice 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 met), ;
(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s Lenders’ rights and obligations under this Agreement with respect to the Financing Documents, Loans or the Commitment assigned;
(iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with all forms, certificates or other evidence each assignee is required to provide pursuant to Section 3.01(e) and a processing and recordation fee in the amount of $3,5003,500.00; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and (iv) recordation fee in the case of any assignment. The assignee, if it shall is not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided;
(iv) No such assignment shall be made to any Defaulting Lender or any of its Subsidiaries, furtheror any Person who, that upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this subclause (iv);
(v) 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 or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable 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; and
(vi) Any assignment or participation by a Lender to a Disqualified Institution shall be null and void without prior written notification to the Borrower and the Borrower’s consent, and the Borrower shall be entitled to seek specific performance to unwind any such assignment or participation in addition to injunctive relief or any other remedies available to the Borrower at law or in equity; provided that, without prejudicing any right or remedy that the Borrower may otherwise required under this paragraph have at law or in equity, to the extent such Disqualified Institution has assigned its Loans to an Eligible Assignee (which is not an Affiliate of such Disqualified Institution), at the Borrower’s election (to be made by notice in writing to the Administrative Agent), the assignment to such Eligible Assignee shall not be required if a Default has occurred and is continuingdeemed effective for all purposes of the Loan Documents irrespective of such Disqualified Institution having previously held the applicable Loan. Upon Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (dc) of this Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement and the other Financing DocumentsAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing DocumentsAgreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.063.01, 10.033.04, 3.05, and 10.04 with respect to facts and 12circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note or Notes to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this 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 subsection (d) of this Section 10.06.
Appears in 1 contract
