Common use of Assignments by the Lenders Clause in Contracts

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Lender may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), at any time assign an interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment hereunder to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) in the case of an assignment of any Commitment (or any portion thereof), any Advance (or any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 Xxx. The parties to any such assignment or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any Person. (b) The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a copy of each Joinder Supplement and Transferee Letter delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the 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 Borrower, the Collateral Manager the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower, the Collateral Manager and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. (d) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants and the principal amounts (and stated interest) of each such participant’s interest in the Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding the foregoing provisions of this Section 12.16 or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Advances as collateral security to the Federal Reserve Bank or, as applicable, to such Lender’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder). (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law or any regulatory authority.

Appears in 6 contracts

Samples: Loan and Security Agreement (Crescent Capital BDC, Inc.), Loan and Security Agreement (Crescent Capital BDC, Inc.), Loan and Security Agreement (Crescent Capital BDC, Inc.)

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Assignments by the Lenders. Each Lender may assign any of its Loans, its Note and its Commitment (but only with the consent of Administrative Agent); provided that: (a) Subject to Section 12.16(f), each Lender may, with the prior written consent of the Borrower (no such consent not to be unreasonably withheld, conditioned or delayed), at any time assign an interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment hereunder to any Person; provided that, each transferee by Administrative Agent shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default case of any assignment by any Lender to another Lender or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law such Lender or (z) during a Default or an Event of Default and (iii) such other Lender(provided that in the case of an assignment of to any Commitment (or any portion thereof), any Advance (or any portion thereof) the assignee executes and delivers to the Collateral Managersuch Affiliate, the Borrower assigning Lender will not be released from its obligations under the Loan Documents and the Administrative Agent may continue to deal only with such assigning Lender); (b) except to the extent Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an Affiliate of a Lender) shall be in an amount at least equal to $10,000,000; (c) each such assignment (including an assignment to another Lender or an Affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans and Commitment is assigned to the respective assignee; (d) subject to the applicable Lender’s compliance with the provisions of clauses (b) and (c) above, no consent by Borrower shall be required and Administrative Agent’s consent shall not be unreasonably withheld, delayed or conditioned if such assignment is made to an Eligible Assignee, and the Collateral provisions of clause (e) have been satisfied; and (e) upon execution and delivery by the assignee (even if already a Lender) to Borrower and Administrative Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto an Assignment and a transferee letter substantially in the form of Exhibit G hereto (Assumption pursuant to which such assignee agrees to become a “Transferee Letter”). Each Lender hereby represents Lender” hereunder (if not already a Lender) having the Commitment and warrants that is a “Qualified Purchaser” within Loans specified in such instrument, and upon consent thereto by Administrative Agent to the meaning extent required above, the assignee shall have, to the extent of Section 3(c)(7) of the 0000 Xxx. The parties to any such assignment or sale (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a participation interest shall execute Lender hereunder holding the Commitment and deliver Loans (or portions thereof) assigned to such Lender for its acceptance and recording it (in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement addition to the contraryCommitment and Loans, Xxxxx Fargo shall not need prior consent if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance Commitment (or portion thereof), to any Person. (b) The so assigned. Upon each such assignment the assigning Lender shall pay Administrative Agent a processing and recording fee of $3,500 and the reasonable fees and disbursements of Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a copy of each Joinder Supplement and Transferee Letter delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries ’s counsel incurred in the Register shall be conclusive (absent manifest error), and the Borrower, the Collateral Manager the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower, the Collateral Manager and any Lender, at any reasonable time and from time to time upon reasonable prior noticeconnection therewith. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. (d) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants and the principal amounts (and stated interest) of each such participant’s interest in the Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding the foregoing provisions of this Section 12.16 or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Advances as collateral security to the Federal Reserve Bank or, as applicable, to such Lender’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder). (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law or any regulatory authority.

Appears in 2 contracts

Samples: Acquisition and Project Loan Agreement (Acadia Realty Trust), Acquisition and Project Loan Agreement (Acadia Realty Trust)

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Each Lender may, with the prior written consent of the Borrower (such consent not to be (x) unreasonably withheld, conditioned or delayeddelayed or (y) required if an Event of Default has occurred and is continuing), at any time assign an interest in, or grant a security interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment hereunder or any VFN (or any portion thereof) to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) the consent of the Borrower is not required for any assignment (x) by a Lender to any Affiliate of a Lender, such Lender or (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iiiii) in the case of an assignment of any Commitment (or any portion thereof), any Advance (or any portion thereof) or of any VFN (or of any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower Borrower, the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 Xxx. The parties to any such assignment assignment, grant or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative AgentAgent and each Lender. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo Citibank shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof) or any VFN (or any portion thereof), to any Person. (b) The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a copy of each Joinder Supplement and Transferee Letter delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the 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 Borrower, the Collateral Manager the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower, the Collateral Manager and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a13.16(a) shall be entitled to the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to by the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. (d) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants and the principal amounts (and stated interest) of each such participant’s interest in the Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations and Section 1.163-5 of the proposed United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding the foregoing provisions of this Section 12.16 13.16 or any other provision of this Agreement, any Lender may at any time assign assign, pledge or grant a security interest in all or any portion of its Advances rights (including , without limitations, rights to payment of principal and interest) under this Agreement as collateral security to the Federal Reserve Bank or, as applicable, to such Lender’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder). (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% Notwithstanding the foregoing provisions of the Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law this Section 13.16 or any regulatory authorityother provision of this Agreement, no successorship or assignment by any party shall be effective without prior written notice to the Collateral Agent and confirmation from the Collateral Agent that they may legally transact business with the successor or assignee pursuant to the Section 13.24 and the Collateral Agent’s “know your customer” rules and regulations in effect from time to time.

Appears in 2 contracts

Samples: Loan and Security Agreement (Oaktree Strategic Income II, Inc.), Loan and Security Agreement (Oaktree Strategic Income II, Inc.)

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Each Lender may, with the prior written consent of the Borrower (such consent not to be (x) unreasonably withheld, conditioned or delayeddelayed or (y) required if an Event of Default has occurred and is continuing), at any time assign an interest in, or grant a security interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment hereunder or any VFN (or any portion thereof) to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) the consent of the Borrower is not required for any assignment (x) by a Lender to any Affiliate of a Lender, such Lender or (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iiiii) in the case of an assignment of any Commitment (or any portion thereof), any Advance (or any portion thereof) or of any VFN (or of any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower Borrower, the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 Xxx. The parties to any such assignment assignment, grant or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative AgentAgent and each Lender. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo Citibank shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof) or any VFN (or any portion thereof), to any Person. (b) The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a copy of each Joinder Supplement and Transferee Letter delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the 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 Borrower, the Collateral Manager the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower, the Collateral Manager and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a13.16(a) shall be entitled to the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to by the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. (d) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants and the principal amounts (and stated interest) of each such participant’s interest in the Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding the foregoing provisions of this Section 12.16 13.16 or any other provision of this Agreement, any Lender may at any time assign assign, pledge or grant a security interest in all or any portion of its Advances rights (including , without limitations, rights to payment of principal and interest) under this Agreement as collateral security to the Federal Reserve Bank or, as applicable, to such Lender’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder). (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law or any regulatory authority.

Appears in 2 contracts

Samples: Loan and Security Agreement (Oaktree Specialty Lending Corp), Loan and Security Agreement (Oaktree Strategic Income Corp)

Assignments by the Lenders. (a) Subject to Section 12.16(f)Each Lender may assign any of its Loans, each Lender may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), at any time assign an interest in, or sell a participation interest in any Advance (or portion thereof) or its Note and its Commitment hereunder to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) but only with the consent of the Borrower Administrative Agent and, in the event of a proposed assignment to a Person which is not an Eligible Assignee, the consent of Borrower, which consent shall not be unreasonably withheld and shall be deemed granted if not received within five (5) Business Days following written request therefore); provided that: (a) no such consent by the Administrative Agent or Borrower shall be required for in the case of any assignment (x) by any Lender to any another Lender or an Affiliate of a Lender, such Lender or such other Lender (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) provided that in the case of an assignment to any such Affiliate, the assigning Lender will not be released from its obligations under the Loan Documents and the Administrative Agent may continue to deal only with such assigning Lender, unless such Affiliate is also an Eligible Assignee); (b) except to the extent the Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an affiliate of any a Lender) shall be in an amount at least equal to $10,000,000; (c) each such assignment (including an assignment to another Lender or an affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans and Commitment is assigned to the respective assignee; (d) subject to the applicable Lender’s compliance with the provisions of clauses (b) and (c) above, the Administrative Agent’s consent to an assignment shall not be unreasonably withheld, delayed or conditioned if (i) such assignment is made to an Eligible Assignee, and (ii) the provisions of clause (e) have been satisfied; and (e) upon execution and delivery by the assignee (even if already a Lender) to Borrower and the Administrative Agent of an Assignment and Acceptance pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrument, and upon consent thereto by the Administrative Agent to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by the Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and, except as provided in Section 12.24(2)(a), the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or any portion thereof), any Advance (or any portion thereof) so assigned. Upon each such assignment the assignee executes and delivers to the Collateral Manager, the Borrower assigning Lender shall pay the Administrative Agent a processing and recording fee of $3,500 and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto reasonable fees and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 Xxx. The parties to any such assignment or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent disbursements of the Administrative Agent. Notwithstanding anything contained ’s counsel incurred in this Agreement to the contrary, Xxxxx Fargo shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any Personconnection therewith. (b) The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a copy of each Joinder Supplement and Transferee Letter delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the 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 Borrower, the Collateral Manager the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower, the Collateral Manager and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. (d) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants and the principal amounts (and stated interest) of each such participant’s interest in the Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding the foregoing provisions of this Section 12.16 or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Advances as collateral security to the Federal Reserve Bank or, as applicable, to such Lender’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder). (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law or any regulatory authority.

Appears in 2 contracts

Samples: Loan Agreement (Morgans Hotel Group Co.), Mezzanine Loan Agreement (Morgans Hotel Group Co.)

Assignments by the Lenders. (a) Subject to Section Sections 12.16(b), 12.16(d) and 12.16(f), each Lender may, with the prior written consent of the Borrower (such consent not to be (x) unreasonably withheld, conditioned or delayeddelayed or (y) required if an Event of Default has occurred), at any time assign an interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment hereunder (or any portion thereof) to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) other than pursuant to the following clause (iii) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) no such transfer may be made to any Kayne Competitor without the prior written consent of the Collateral Manager other than pursuant to the following clause (iii) with, solely in the case of an assignment pursuant to clause (iii)(y), not less than 15 days prior written notice to the Collateral Manager (which notice shall specify the economics of the assignment and the assignee), (iii) subject to Sections 12.16(b) and 12.16(d), the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, Lender or (y) required by any change in Applicable Law or Law, (z) during a Default or an Event of Default and (iiiiv) in the case of an assignment of any Commitment (or any portion thereof), any Advance (or any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in (v) no transfer of any Commitment (or any portion thereof) or Advance (or any portion thereof) shall be made to an Affiliate of the form of Exhibit G hereto (a “Transferee Letter”)Borrower or the Equityholder. Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 Xxx1940 Act. The parties to any such assignment or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any Person. (b) The Administrative Agent, acting solely for this purpose as an agent of BorrowerXxxxxxxx, shall maintain a copy of each Joinder Supplement and Transferee Letter delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the 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 Borrower, the Collateral Manager the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by BorrowerXxxxxxxx, the Collateral Manager Manager, the Collateral Agent and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant (A) agrees to be subject to the provisions of Section 2.12(g) and Section 2.12(h) as if it were an assignee hereunder; and (B) shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any a change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.12(g) and Section 2.12(h) with respect to the applicable participant. (d) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants and the principal amounts (and stated interest) of each such participant’s interest in the Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding the foregoing provisions of this Section 12.16 or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Advances or Commitments as collateral security to the Federal Reserve Bank or, as applicable, to such LenderXxxxxx’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder). (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs and is continuing or (b) it is required on advice of internal or external counsel to sell any or all of its Commitments by Applicable Law or any regulatory authority; provided, that Xxxxx Fargo gives prior written notice of such sale to the Collateral Manager. (g) If a Lender provides notice of its intent to assign its Commitment without the consent of the Collateral Manager pursuant to Section 12.16(a)(iii)(y) to a Kayne Competitor, the Borrower may compel such Lender to assign its interest in full to another assignee meeting the requirements of Section 12.16(a) at an equivalent price (but in any event no greater than par) prior to such assignment to a Kayne Competitor.

Appears in 2 contracts

Samples: Loan and Security Agreement (Kayne Anderson BDC, Inc.), Loan and Security Agreement (Kayne Anderson BDC, Inc.)

Assignments by the Lenders. (a) Subject to Section 12.16(f), The Borrowers hereby acknowledge and agree that each Lender may, may at any time with the prior written consent of the Borrower Borrowers (such so long as no Default or Event of Default has occurred and is continuing) and the consent of the Administrative Agent, which consents shall not to be unreasonably withheld, conditioned assign to one or delayedmore Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including without limitation all or a portion of the Extensions of Credit at the time owing to it and the Notes held by it), at any time assign an interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment hereunder to any Person; provided that, that (A) each transferee such assignment shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation)of a constant, and provided further that not a varying percentage, of all such assigning Lender’s rights and obligations under this Agreement; (iB) unless a Default or an Event if less than all of Default has occurredthe assigning Lender’s Commitment is to be assigned, no transfer of any Advance the Commitment so assigned shall not be less than $5,000,000; (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (iiC) the consent of parties to each such assignment shall execute and deliver to the Borrower is not required Administrative Agent, for any assignment (x) to any Affiliate of a Lenderits acceptance and recording, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) in the case of an assignment of any Commitment agreement (or any portion thereof), any Advance (or any portion thereofan “Assignment Agreement”) the assignee executes and delivers to the Collateral Manager, the Borrower the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto hereto, together with any Note or Notes subject to such assignment; (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within D) such assignment shall not, without the meaning of Section 3(c)(7) consent of the 0000 Xxx. The parties Borrowers, require the Borrowers to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Loans or any Note under the blue sky laws of any state; (E) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,000 upon the execution by such Lender of the Assignment Agreement; provided that no such fee shall be payable upon any assignment or sale by a Lender to an Affiliate thereof; (F) the assignee thereunder shall be a party to this Agreement and, to the extent provided in such Assignment Agreement, have the rights and obligations of a participation interest Lender hereunder; (G) the assigning Lender thereunder shall, to the extent provided in such Assignment Agreement, be released from its obligations under this Agreement; and (H) upon receipt of an Assignment Agreement from an assigning Lender and an Eligible Assignee, the Administrative Agent shall promptly deliver a copy of such Assignment Agreement to the Borrowers. Within five (5) Business Days after receipt of notice, the Borrowers shall execute and deliver to the Lender, in exchange for the Note or Notes to be surrendered in the manner set forth below, a new Note or Notes payable to the order of such Lender for its acceptance and recording Eligible Assignee in its books and records, such agreement or document as may be satisfactory an amount equal to the Commitment assumed by it pursuant to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) Assignment Agreement and a new Note payable to exist upon, any the order of the Borrower’s rights, obligations assigning Lender in an amount equal to the Commitment retained by it hereunder. Such new Note or duties under Notes shall be in an aggregate principal amount equal to the Transaction Documents without the prior written consent aggregate principal amount of the Administrative Agentsurrendered Note, shall be dated the effective date of such Assignment Agreement and shall otherwise be in substantially the form of the surrendered Note. Notwithstanding anything contained in this Agreement Each surrendered Note shall be canceled and returned to the contrary, Xxxxx Fargo shall not need prior consent Borrowers concurrent with the Borrowers’ delivery of the Borrower to consolidate with new Note or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any PersonNotes. (b) The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a copy of each Joinder Supplement and Transferee Letter delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the 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 Borrower, the Collateral Manager the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower, the Collateral Manager and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. (d) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants and the principal amounts (and stated interest) of each such participant’s interest in the Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding the foregoing provisions of this Section 12.16 or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Advances as collateral security to the Federal Reserve Bank or, as applicable, to such Lender’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder). (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law or any regulatory authority.

Appears in 2 contracts

Samples: Credit Agreement (Urban Outfitters Inc), Credit Agreement (Urban Outfitters Inc)

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Each Lender may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), may at any time assign an assign, or grant a security interest in, or sell a participation interest in or sell any Advance or Commitment (or portion thereof) or its Commitment hereunder any Note (or any portion thereof) to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation)as applicable, and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance or Commitment (or any portion thereof) or of any Note (or any portion thereof) shall be made unless such transfer is exempt from the transferee has registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities Act and such laws, and is made only to either an “accredited investor” as defined in paragraphs (a)(1), (2), (3), or (7) of Rule 501 of Regulation D under the Securities Act or any entity in which all of the equity owners come within such paragraphs or to a “qualified institutional buyer” as defined in Rule 144A under the Securities Act which in each case is a “qualified purchaser” as defined in the 1940 Act, (ii) no such assignment, grant or sale of a participation interest shall be to an Ineligible Assignee, (iii) such Person shall have a long-term unsecured debt rating of “Baa2A” or above from Xxxxx’x or better by S&P and BBBA3” or above from S&Pbetter by Moody’s (or an equivalent rating by a rating agency rating such long term debt obligations of such Person, unless otherwise agreed to by Administrative Agent), (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iiiiv) in the case of an assignment of any Advance or Commitment (or any portion thereof), ) or of any Advance Note (or of any portion thereof) the assignee executes and delivers to the Collateral Investment Manager, the Borrower and the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within , (v) the meaning of Section 3(c)(7) consent of the 0000 XxxAdministrative Agent shall be required for any assignment, and (vi) so long as no Event of Default has occurred or is continuing, the consent of the Investment Manager and the Borrower (such consent not to be unreasonably withheld or delayed) shall be required for any assignment, other than an assignment to a Lender, an Affiliate of a Lender or an Approved Fund. The parties to any such assignment assignment, grant or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative AgentAgent and the Lenders. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo (i) Capital One, National Association shall not need prior consent of the Borrower or any other party hereto to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including including, without limitation limitation, any Advance Advance, any Commitment or any Note (or any portion thereof), to any Person, or (ii) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.16(b), then, in each case, the Administrative Agent shall have the right to cause such Person to assign its entire interest in the Advances and Commitments and this Agreement to a transferee selected by the Administrative Agent, in an assignment which satisfies the conditions set forth in the first sentence of this Section 12.16(a). Assignments shall be subject to the following additional conditions: (1) no assignments shall be made to (x) the Borrower or any of the Borrower’s Affiliates or Subsidiaries or (y) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (y); (2) no assignments shall be made to a natural person; (3) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Xxxxxx’s Commitment or Loans of any class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the assignment and assumption agreement with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing; (4) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations in respect of one class of Commitments or Loans; (5) the parties to each assignment shall execute and deliver to the Administrative Agent an assignment and assumption agreement, 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 (6) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its affiliates and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws. (b) The Administrative Agent, acting solely for this purpose as an agent of BorrowerXxxxxxxx, shall maintain at one of its lending offices, a copy of each Joinder Supplement and Transferee Letter transfer pursuant to Section 12.16(a) delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Obligations Advances owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). Transfer by a Lender of its rights hereunder or under any Note may be effected only by the recording by the Administrative Agent of the identity of the transferee in the Register. The entries in the Register shall be conclusive (absent manifest error)conclusive, and the BorrowerXxxxxxxx, the Collateral Manager the Administrative Agent and the Lenders shall 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 register shall be available for inspection by Borrower, the Collateral Manager Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits Collateral Custodian may, at any time, assign all or any part of Section 2.12 its rights and Section 2.13 (subject to the requirements and limitations thereinobligations hereunder as Collateral Custodian; provided, however, that, except as set forth herein, including Section 7.3 hereof, or unless otherwise consented to by the requirements under Section 2.13(f) (it being understood that Borrower and the documentation required under Section 2.13(f) Administrative Agent, any such assignee shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central be a bank or other Governmental Authority (whether or not having financial institution organized and doing business under the force of law), in each case that occurs after the participant acquired the applicable participation. (d) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants and the principal amounts (and stated interest) of each such participant’s interest in the Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) laws of the United States Treasury Regulations. The entries or of any state thereof, (ii) be authorized under such laws to exercise corporate trust powers, (iii) have a combined capital and surplus of at least $200,000,000, (iv) be subject to supervision or examination by a United States federal or state banking authority, (v) have a rating of at least “Baa1” by Moody’s and “BBB+” by S&P, (vi) have an office within the United States and (vii) be in the Participant Register business of providing collateral custodian services consistent with those required pursuant to this Agreement; and provided, further, that such assignment shall not be conclusive absent manifest erroreffective unless (i), and prior to such Lender assignment, Collateral Custodian shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any have given ninety (90) days written notice to the contrary. For the avoidance of doubtBorrower, the Investment Manager, Administrative Agent and each Lender describing such assignment and (in its capacity as Administrative Agentii) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding such assignee has assumed the foregoing provisions responsibilities and obligations of this Section 12.16 or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Advances as collateral security to the Federal Reserve Bank orCollateral Custodian, as applicable, being assigned to such Lender’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder)it in writing. (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law or any regulatory authority.

Appears in 2 contracts

Samples: Loan, Security and Investment Management Agreement (Investcorp US Institutional Private Credit Fund), Loan, Security and Investment Management Agreement (Investcorp US Institutional Private Credit Fund)

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Lender may, with With the prior written consent of the Borrower (such which consent shall not to be unreasonably withheld, conditioned or delayed), each Lender may at any time assign an assign, or grant a security interest in, or sell a participation interest in in, any Advance (or portion thereof) or its Commitment hereunder to any Person; provided provided, that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) the such consent of the Borrower is not shall be required for any assignment (x) to any Affiliate following the occurrence of a LenderTermination Event, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iiiii) in the case of an assignment of the Structured Note with respect to such Lender, the assignee (other than any Commitment assignee described in the following provision) executes and delivers to the Servicer and the Deal Agent a fully-executed Assignment and Acceptance substantially in the form of Exhibit D hereto and a Transferee Letter substantially in the form of Exhibit V hereto, (iii) any Institutional Lender shall not need prior consent to at any time assign, or grant a security interest or sell a participation interest in, any Advance (or any portion thereof)) to an Affiliate of its related Lender Agent and (iv) any Conduit Lender shall not need prior consent (x) to at any time assign all of its right, title and interest in and to this Agreement and its Structured Note to a Liquidity Bank, Conduit Assignee or an Affiliate of its related Lender Agent or (y) to at any time assign, or grant a security interest or sell a participation interest in, any Advance (or portion thereof) to a Liquidity Bank, Conduit Assignee or an Affiliate of its related Lender Agent. The Swingline Lender may at any time assign, or grant a security interest or sell a participation in, any Swingline Advance (or any portion thereof) to any Person; provided, that, in the case of an assignment of the Swingline Note, the assignee executes and delivers to the Collateral Manager, the Borrower the Administrative Agent Servicer and the Collateral Deal Agent a fully fully-executed Joinder Supplement Assignment and Acceptance substantially in the form of Exhibit H D hereto and a transferee letter Transferee Letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 XxxV hereto. The parties to any such assignment assignment, grant or sale of a participation interest by a Lender shall execute and deliver to such Lender the Deal Agent, for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such partiesparties and the Deal Agent. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents this Agreement without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties Deal Agent and assets, including without limitation any Advance (or portion thereof), to any Personeach Hedge Counterparty. (b) The Administrative AgentWithout limiting the foregoing, acting solely for each Conduit Lender may, from time to time, with prior or concurrent notice to the Borrower and Servicer, in one transaction or a series of transactions, assign all or a portion of any Advance and its rights and obligations under this purpose as an agent Agreement and any other Transaction Documents to which it is a party to a Conduit Assignee. Upon and to the extent of Borrowersuch assignment by the Conduit Lender to a Conduit Assignee, (i) such Conduit Assignee shall maintain a copy of each Joinder Supplement and Transferee Letter delivered to it and a register for be the recordation owner of the names assigned portion of such Advance, (ii) the related administrator for such Conduit Assignee will act as the Lender Agent for such Conduit Assignee, with all corresponding rights and addresses powers, express or implied, granted to a Lender Agent hereunder or under the other Transaction Documents, (iii) such Conduit Assignee (and any related commercial paper issuer, if such Conduit Assignee does not itself issue commercial paper) and their respective liquidity support provider(s) and credit support provider(s) and other related parties shall have the benefit of all the Lendersrights and protections provided to the Conduit Lender and its Liquidity Banks herein and in the other Transaction Documents (including any limitation on recourse against such Conduit Assignee or related parties, any agreement not to file or join in the filing of a petition to commence an insolvency proceeding against such Conduit Assignee, and the Commitments ofright to assign to another Conduit Assignee as provided in this paragraph), and principal amounts (and stated interestiv) such Conduit Assignee shall assume all (or the assigned or assumed portion) of the Obligations owing toConduit Lender’s obligations, if any, hereunder or under any other Transaction Document, and the Conduit Lender shall be released from such obligations, in each Lender pursuant case to the terms hereof extent of such assignment, and the obligations of the Conduit Lender and such Conduit Assignee shall be several and not joint, (v) all distributions in respect of the Advances shall be made to the applicable agent or Lender Agent, as applicable, on behalf of the Conduit Lender and such Conduit Assignee on a pro rata basis according to their respective interests, (vi) the definition of the term “CP Rate” with respect to the portion of the Advances funded with commercial paper issued by the Conduit Lender (or the related commercial paper issuer, if such Conduit Assignee does not itself issue commercial paper) from time to time (the “Register”). The entries shall be determined in the Register manner set forth in the definition of “CP Rate” applicable to the Conduit Lender on the basis of the interest rate or discount applicable to commercial paper issued by such Conduit Assignee (rather than the Conduit Lender), (vii) the defined terms and other terms and provisions of this Agreement and the other Transaction Documents shall be conclusive interpreted in accordance with the foregoing, (absent manifest errorviii) if such Conduit Assignee takes an assignment of all of the rights and obligations of the Conduit Lender, such Conduit Assignee shall become such “Conduit Lender” for purposes hereof and, if such Conduit Assignee takes an assignment of only a portion of the rights and obligations of the Conduit Lender, such Conduit Assignee shall, together with such Conduit Lender, each be a “Conduit Lender” and the Institutional Lender relating to each such Conduit Lender shall be the Institutional Lender paired with such Conduit Lender on Annex A for purposes hereof (including for purposes of Section 2.1(b)), and (ix) if requested by the BorrowerDeal Agent or Lender Agent with respect to the Conduit Assignee, the Collateral Manager parties will execute and deliver such further agreements and documents and take such other actions as the Administrative Deal Agent or such Lender Agent may reasonably request to evidence and the Lenders shall treat each Person whose name is recorded in the Register pursuant give effect to the terms hereof as foregoing. No assignment by the Conduit Lender to a Conduit Assignee of all or any portion of any Advance shall in any way diminish the related Institutional Lenders’ obligation under Article II to fund any Advance not funded by the Conduit Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower, the Collateral Manager and any Lender, at any reasonable time and from time to time upon reasonable prior noticeor such Conduit Assignee. (c) The Borrower agrees In the event that each participant pursuant a Conduit Lender makes an assignment to Section 12.16(aa Conduit Assignee in accordance with clause (b) above, the Institutional Lenders for such Conduit Lender: (i) if requested by the applicable Lender Agent, shall terminate their participation in the applicable Liquidity Purchase Agreement to the extent of such assignment, (ii) if requested by the applicable Lender Agent, shall execute (either directly or through a participation agreement, as determined by the applicable Lender Agent) the program support agreement related to such Conduit Assignee, to the extent of such assignment, the terms of which shall be entitled substantially similar to those of the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were a participation or other agreement entered into by such Institutional Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except the applicable program support agreement (or which shall be otherwise reasonably satisfactory to the extent such entitlement to receive a greater payment results from (i) applicable Lender Agent and the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of lawapplicable Institutional Lenders), (iii) if requested by such Conduit Lender, shall enter into such agreements as requested by such Conduit Lender pursuant to which they shall be obligated to provide funding to the Conduit Assignee on substantially the same terms and conditions as is provided for in each case that occurs after the participant acquired the applicable participation. this Agreement in respect of such Conduit Lender (d) Each or which agreements shall be otherwise reasonably satisfactory to such Conduit Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants and the principal amounts (and stated interest) of each such participant’s interest in the Obligations (the “Participant Register”Institutional Lenders); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and (iv) shall take such Lender shall treat each Person whose name is recorded in the Participant Register actions as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Deal Agent (shall reasonably request in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Registerconnection therewith. (e) Notwithstanding the foregoing provisions of this Section 12.16 or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Advances as collateral security to the Federal Reserve Bank or, as applicable, to such Lender’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder). (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law or any regulatory authority.

Appears in 2 contracts

Samples: Loan Funding and Servicing Agreement (American Capital Strategies LTD), Loan Funding and Servicing Agreement (American Capital Strategies LTD)

Assignments by the Lenders. Each Lender may assign any of its Loans, its Note and its Commitment (but only with the consent of Administrative Agent); provided that: (a) Subject to Section 12.16(f), each Lender may, with the prior written consent of the Borrower (no such consent not to be unreasonably withheld, conditioned or delayed), at any time assign an interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment hereunder to any Person; provided that, each transferee by Administrative Agent shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default case of any assignment by any Lender to another Lender or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, such Lender or such other Lender (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) provided that in the case of an assignment to an Affiliate of the assigning Lender, the assigning Lender will not be released from its obligations under the Loan Documents and Administrative Agent may continue to deal only with such assigning Lender); (b) except to the extent Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an Affiliate of a Lender) shall be in an amount at least equal to $10,000,000; (c) each such assignment (including an assignment to another Lender or an Affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans and Commitment is assigned to the respective assignee; (d) subject to the applicable Lender’s compliance with the provisions of clauses (b) and (c) above, Administrative Agent’s consent to an assignment shall not be unreasonably withheld, delayed or conditioned if (i) such assignment is made to an Eligible Assignee, and (ii) the provisions of clause (e) have been satisfied; and (e) upon execution and delivery by the assignee (even if already a Lender) to Borrower and Administrative Agent of an Assignment and Acceptance pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrument, and upon consent thereto by Administrative Agent to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or any portion thereof), any Advance (or any portion portions thereof) the assignee executes and delivers assigned to it (in addition to the Collateral ManagerCommitment and Loans, the Borrower the Administrative Agent if any, theretofore held by such assignee) and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each assigning Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 Xxx. The parties to any such assignment or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and recordsshall, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contraryextent of such assignment, Xxxxx Fargo shall not need prior consent of be released from the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance Commitment (or portion thereof), to any Person. ) so assigned. Upon each such assignment the assigning Lender shall pay Administrative Agent a processing and recording fee of $3,500 (bunless the assignee is an Affiliate of the Assigning Lender) The and the reasonable fees and disbursements of Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a copy of each Joinder Supplement and Transferee Letter delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries ’s counsel incurred in the Register shall be conclusive (absent manifest error), and the Borrower, the Collateral Manager the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower, the Collateral Manager and any Lender, at any reasonable time and from time to time upon reasonable prior noticeconnection therewith. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. (d) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants and the principal amounts (and stated interest) of each such participant’s interest in the Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding the foregoing provisions of this Section 12.16 or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Advances as collateral security to the Federal Reserve Bank or, as applicable, to such Lender’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder). (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law or any regulatory authority.

Appears in 2 contracts

Samples: Term Loan Agreement (Acadia Realty Trust), Term Loan Agreement (Acadia Realty Trust)

Assignments by the Lenders. (a) Subject to Section Sections 12.16(b), 12.16(d) and 12.16(f), each Lender may, with the prior written consent of the Borrower (such consent not to be (x) unreasonably withheld, conditioned or delayeddelayed or (y) required if an Event of Default has occurred), at any time assign an interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment hereunder (or any portion thereof) to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) other than pursuant to the following clause (iii) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) no such transfer may be made to any Kayne Competitor without the prior written consent of the Collateral Manager other than pursuant to the following clause (iii) with, solely in the case of an assignment pursuant to clause (iii)(y), not less than 15 days prior written notice to the Collateral Manager (which notice shall specify the economics of the assignment and the assignee), (iii) subject to Sections 12.16(b) and 12.16(d), the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, Lender or (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iiiiv) in the case of an assignment of any Commitment (or any portion thereof), any Advance (or any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”)hereto. Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 Xxx1940 Act. The parties to any such assignment or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any Person. (b) The Administrative Agent, acting solely for this purpose as an agent of BorrowerXxxxxxxx, shall maintain a copy of each Joinder Supplement and Transferee Letter delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the 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 Borrower, the Collateral Manager the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by BorrowerXxxxxxxx, the Collateral Manager Manager, the Collateral Agent and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant (A) agrees to be subject to the provisions of Section 2.12(g) and Section 2.12(h) as if it were an assignee hereunder; and (B) shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any a change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.12(g) and Section 2.12(h) with respect to the applicable participant. (d) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants and the principal amounts (and stated interest) of each such participant’s interest in the Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding the foregoing provisions of this Section 12.16 or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Advances or Commitments as collateral security to the Federal Reserve Bank or, as applicable, to such LenderXxxxxx’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder). (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs and is continuing or (b) it is required on advice of internal or external counsel to sell any or all of its Commitments by Applicable Law or any regulatory authority; provided, that Xxxxx Fargo gives prior written notice of such sale to the Collateral Manager. (g) If a Lender provides notice of its intent to assign its Commitment without the consent of the Collateral Manager pursuant to Section 12.16(a)(iii)(y) to a Kayne Competitor, the Borrower may compel such Lender to assign its interest in full to another assignee meeting the requirements of Section 12.16(a) at an equivalent price (but in any event no greater than par) prior to such assignment to a Kayne Competitor.

Appears in 1 contract

Samples: Loan and Security Agreement (Kayne Anderson BDC, Inc.)

Assignments by the Lenders. Each Lender (aother than a Defaulting Lender) Subject may sell, transfer, negotiate or assign all or a portion of its rights and obligations hereunder (including all or a portion of its Loan Commitment and its rights and obligations with respect to Section 12.16(f), each Lender may, with the prior written consent of the Borrower (such consent not Loan) to be unreasonably withheld, conditioned or delayed), at any time assign an interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment hereunder to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless any existing Lender (other than a Default Defaulting Lender), (ii) any Affiliate or Approved Fund of any existing Lender (so long as such Person would not, upon acceptance of such rights and obligations hereunder, constitute a Defaulting Lender) or (iii) any other Person (other than Borrower, Guarantor or an Affiliate thereof) acceptable (which acceptance shall not be unreasonably withheld or delayed) to Administrative Agent (each such transferee, assignee or purchaser herein called a “Lender Transferee”); provided, however, so long as no Event of Default has occurredoccurred and is continuing, no transfer Lender may participate or assign any of its rights under this Agreement to a Prohibited Assignee; provided further that the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment and Assumption) of the Loan subject to any such transfer, sale or assignment shall be in a minimum amount of $1,000,000, unless such transfer, sale or assignment is made to an existing Lender or an Affiliate or Approved Fund of any Advance existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in the Loan or any portion thereof) shall be is made unless with the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) the prior consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) in the case of an assignment of any Commitment (or any portion thereof), any Advance (or any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially provided, further, that notwithstanding anything in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 Xxx. The parties to any such assignment or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Loan Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo any such sale, transfer, negotiation or assignment shall not need prior consent of the be at no cost or expense to Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets(provided, including without limitation any Advance (or portion thereof)however, to any Person. (b) The Administrative Agent, acting that Borrower shall be solely for this purpose as an agent of Borrower, shall maintain a copy of each Joinder Supplement and Transferee Letter delivered to it and a register responsible for the recordation costs and expenses, if any, of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”any legal counsel engaged by Borrower in connection therewith). The entries in the Register shall be conclusive (absent manifest error), and the Borrower, the Collateral Manager the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower, the Collateral Manager and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. (d) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants and the principal amounts (and stated interest) of each such participant’s interest in the Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding the foregoing provisions of this Section 12.16 or any other provision of this Agreement, any A Defaulting Lender may at any time not sell, transfer, negotiate or assign all or any a portion of its Advances as collateral security to the Federal Reserve Bank or, as applicable, to such Lenderrights and obligations hereunder except with Administrative Agent’s trustee for the benefit consent or at Administrative Agent’s direction. A Defaulting Lender (or Person that would constitute a Defaulting Lender upon acceptance of its investors (but no such assignment shall release any Lender from any of its rights and obligations hereunder). (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% may not be the recipient of the Commitments unless (a) an Event sale, transfer, negotiation or assignment of Default occurs any rights or (b) it is required to sell any or all obligations hereunder except with the consent of its Commitments by Applicable Law or any regulatory authorityAdministrative Agent.

Appears in 1 contract

Samples: Credit and Security Agreement (Ares Commercial Real Estate Corp)

Assignments by the Lenders. Each Lender may assign any of its Loans, its Note and its Commitment (a) Subject to Section 12.16(f)but only, each Lender mayexcept as specifically set forth below, with (A) the prior written consent of the Borrower (such Administrative Agent, which consent shall not to be unreasonably withheldwithheld and (B) the consent of Borrower, conditioned or delayed), at any time assign an interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment hereunder to any Person; provided that, each transferee however that the consent of Borrower shall not be unreasonably withheld and shall not be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or if an Event of Default has occurred, shall have occurred and be continuing); provided that: (a) no transfer such consent by Administrative Agent or Borrower shall be required in the case of any Advance (assignment by any Lender to another Lender or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) the consent of the Borrower is not required for any assignment (x) to any an Affiliate of a Lender, such Lender or such other Lender (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) provided that in the case of an assignment of to any Commitment (or any portion thereof)such Affiliate, any Advance (or any portion thereof) unless the assignee executes and delivers to the Collateral Manageris an Eligible Assignee, the Borrower assigning Lender will not be released from its obligations under the Loan Documents and Administrative Agent and Borrower may continue to deal only with such assigning Lender); (b) except to the Collateral extent Administrative Agent a fully executed Joinder Supplement substantially in the form and Borrower (such consent of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 Xxx. The parties to any such assignment or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign be unreasonably withheld and provided that the consent of Borrower shall not be required if an Event of Default shall have occurred and be continuing) shall otherwise consent, any such partial assignment (other than to another Lender or delegatean Affiliate of a Lender) shall be in an amount at least equal to $10,000,000; (c) each such assignment (including an assignment to another Lender or an Affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans and Commitment is assigned to the respective assignee; (d) subject to the applicable Lender’s compliance with the provisions of clauses (b) and (c) above, or grant Administrative Agent’s consent and Borrower’s consent to an assignment shall not be unreasonably withheld (provided that the consent of Borrower shall not be required if an Event of Default shall have occurred and be continuing) if (i) such assignment is made to an Eligible Assignee and provided further that if an Event of Default shall have occurred and be continuing, such assignment may be made to any interest inPerson, or permit any Lien and (except Permitted Liensii) the provisions of clause (e) have been satisfied; (e) upon execution and delivery by the assignee (even if already a Lender) to exist uponBorrower and Administrative Agent of an Assignment and Acceptance pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrument, any and upon consent thereto by Administrative Agent to the extent required above, the assignee shall have, to the extent of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the such assignment (unless otherwise consented to by Administrative Agent. Notwithstanding anything contained ), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in this Agreement addition to the contraryCommitment and Loans, Xxxxx Fargo shall not need prior consent if any, theretofore held by such assignee) and ,except as provided in Section 12.24(2)(a), the assigning Lender shall, to the extent of such assignment, be released from the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance Commitment (or portion thereof), to any Person.) so assigned. Upon each such assignment the assigning Lender shall pay Administrative Agent a processing and recording fee of $3,500 and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith; and (bf) The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a copy of each Joinder Supplement and Transferee Letter delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the 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 Borrower, the Collateral Manager the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower, the Collateral Manager and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. (d) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants and the principal amounts (and stated interest) of each such participant’s interest in the Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding the foregoing provisions of this Section 12.16 or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Advances as collateral security to the Federal Reserve Bank or, as applicable, to such Lender’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder). (f) Xxxxx Fargobe to an assignee who, as a Lenderon the date such assignment becomes effective, hereby agrees is subject to retain at least 51% of the Commitments unless compensation pursuant to paragraphs (a) an Event of Default occurs or (b) it is required to sell any of Section 2.9(1) hereof or all of its Commitments by Applicable Law or any regulatory authoritythe additional compensation described in Section 2.9(6) hereof.

Appears in 1 contract

Samples: Loan Agreement (General Growth Properties Inc)

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Each Lender may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), may at any time assign an assign, or grant a security interest in, or sell a participation interest in or sell any Advance or Commitment (or portion thereof) or its Commitment hereunder any Note (or any portion thereof) to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation)as applicable, and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance or Commitment (or any portion thereof) or of any Note (or any portion thereof) shall be made unless such transfer is exempt from the transferee registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities Act and such laws, and is made only to either an “accredited investor” as defined in paragraphs (a)(1), (2), (3), or (7) of Rule 501 of Regulation D under the Securities Act or any entity in which all of the equity owners come within such paragraphs or to a “qualified institutional buyer” as defined in Rule 144A under the Securities Act which in each case is a “qualified purchaser” as defined in the 1940 Act, (ii) so long as no Event of Default has either occurred or is continuing, no such assignment, grant or sale of a participation interest shall be to an Ineligible Assignee, (iii) such Person shall have a long-term unsecured debt rating of “Baa2A” or above from Xxxxx’x or better by S&P and BBBA3” or above from S&Pbetter by Mxxxx’x, (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iiiiv) in the case of an assignment of any Advance or Commitment (or any portion thereof), ) or of any Advance Note (or of any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower and the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within , (v) the meaning of Section 3(c)(7) consent of the 0000 XxxAdministrative Agent shall be required for any assignment, and (vi) so long as no Event of Default has occurred or is continuing, the consent of the Borrower (such consent not to be unreasonably withheld or delayed and shall be deemed if no response is made by the Borrower within ten (10) Business Days after delivery to Borrower of notice of a proposed assignment) shall be required for any assignment or participation, other than an assignment or participation to a Lender, an Affiliate of a Lender or an Approved Fund. The parties to any such assignment assignment, grant or sale of a participation interest shall execute and deliver to such assigning Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien to (except other than Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo (i) Ally Bank shall not need prior consent of the Borrower or any other party hereto to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (as part of such a transaction all or portion thereof)substantially all of its Advances, Commitments and Notes, to any Person, (ii) if any Lender fails at any time to satisfy the Rating Criteria, and such failure has not been remedied within 30 days (as evidenced by a certification to the Borrower, the Collateral Manager and the Administrative Agent including a letter from Mxxxx’x, S&P, and/or an equivalent rating agency, as the case maybe establishing the existence of the rating criteria), or (iii) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.16(b), then, in each case, the Administrative Agent shall have the right to cause such Person to assign its entire interest in the Advances and Commitments and this Agreement to a transferee selected by the Administrative Agent prior to the occurrence of an Event of Default with the consent of the Borrower, in an assignment which satisfies the conditions set forth in the first sentence of this Section 12.16(a). Assignments shall be subject to the following additional conditions: [FS Investment] Loan and Security Agreement (1) no assignments shall be made to (x) the Borrower or any of the Borrower’s Affiliates or Subsidiaries or (y) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (y); (2) no assignments shall be made to a natural person; (3) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the assignment and assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing; (4) 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 assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one class of Commitments or Loans; (5) the parties to each assignment shall execute and deliver to the Administrative Agent an assignment and assumption, 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 (6) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its affiliates and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws, and containing payment instruction for such assignee. (b) The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain at one of its lending offices, a copy of each Joinder Supplement and Transferee Letter transfer pursuant to Section 12.16(a) delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Obligations Advances as well as entitlements to interest owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). Transfer by a Lender of its rights hereunder or under any Note may be effected only by the recording by the Administrative Agent of the identity of the transferee in the Register. The entries in the Register shall be conclusive (absent manifest error)conclusive, and the Borrower, the Collateral Manager 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 Borrower, the Collateral Manager Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. (d) . Each Lender that sells a participation interest shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants each participant and the principal amounts (and stated interest) of each such participant’s interest in the Obligations loans or other obligations under this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligationshereunder) to any Person except to the extent that such disclosure is necessary to establish that such Obligation commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury RegulationsRegistered form. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.. [FS Investment] Loan and Security Agreement (ec) Notwithstanding the foregoing provisions of this Section 12.16 or any other provision of this AgreementThe Collateral Custodian may, any Lender may at any time time, assign all or any portion part of its Advances rights and obligations hereunder as Collateral Custodian; provided, however, that any such assignee shall (i) be a bank or other financial institution organized and doing business under the laws of the United States or of any state thereof, (ii) be authorized under such laws to exercise corporate trust powers, (iii) have a combined capital and surplus of at least $200,000,000, (iv) be subject to supervision or examination by a United States federal or state banking authority, (v) have a long-term unsecured debt rating of at least “Baa1” by Mxxxx’x and “BBB+” by S&P, (vi) have an office within the United States; (vii) be in the business of providing collateral security custodian services consistent with those required pursuant to this Agreement and (viii) is otherwise reasonably acceptable to the Federal Reserve Bank or, as applicable, Administrative Agent and prior to such Lender’s trustee for the benefit occurrence of its investors (but no such assignment shall release any Lender from any of its obligations hereunder). (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs or the Borrower; and provided, further, that such assignment shall not be effective unless (bi), prior to such assignment, Collateral Custodian shall have given ninety (90) days written notice to the Borrower, Collateral Manager, Administrative Agent and each Lender describing such assignment and (ii) such assignee has assumed the responsibilities and obligations of the Collateral Custodian, being assigned to it is required to sell any or all of its Commitments by Applicable Law or any regulatory authorityin writing.

Appears in 1 contract

Samples: Loan and Security Agreement (FS Investment Corp IV)

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Lender may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), at any time assign an interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment hereunder to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (From and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) in the case of an assignment of any Commitment (or any portion thereof), any Advance (or any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 Xxx. The parties to any such assignment or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any Person. (b) The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a copy of each Joinder Supplement and Transferee Letter delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the 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 Borrower, the Collateral Manager the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower, the Collateral Manager and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. (d) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants and the principal amounts (and stated interest) of each such participant’s interest in the Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding the foregoing provisions of this Section 12.16 or any other provision of this Agreementdate hereof, any Lender may at any time assign all all, or any portion a proportionate part of all, of its Advances rights, interests and duties with respect to its Loans and its Notes to one or more banks or other financial institutions (each, an "Assignee") on such terms, as between such Lender and each of its Assignees, as such Lender may think fit (provided, however, that if any Lender assigns less than all of its rights and interests, any such assignment must be in a minimum aggregate principal amount of at least $5,000,000, provided that each Lender's and each Assignee's Commitment must be at least $10,000,000, except that if the Commitment of a Lender on the Closing Date is less than $10,000,000, then such Lender shall be entitled to assign all, but not less than all, of its Commitment to an Assignee), and such Assignee shall assume such rights, interests and duties pursuant to an instrument executed by such Assignee and such Lender, and for this purpose such Lender may make available to each of its potential Assignees such information relating to the Borrower, this Agreement and the transactions contemplated hereby as such Lender may think necessary or desirable, which information shall be held by each potential Assignee strictly in confidence; provided, however, that prior to assigning any interest to any Assignee hereunder, such Lender shall (x) notify the Borrower and the Administrative Agent in writing identifying the proposed Assignee and stating the aggregate principal amount of the proposed interest to be assigned, (y) to the extent made available to such Lender by the proposed Assignee, furnish the Borrower with such material information relating to such proposed Assignee as the Borrower may reasonably request in order to enable the Borrower to make its decision (which information shall be held by the Borrower strictly in confidence), except that such Lender shall not be bound to ascertain whether any such information delivered to it by such proposed Assignee is true, accurate and complete, and (z) receive the prior written consent of the Borrower and the Administrative Agent, which consent may not be unreasonably withheld or delayed by the Borrower and the Administrative Agent. It is understood and agreed that the proviso contained in the immediately preceding sentence shall not be applicable in the case of, and this subsection (a) shall not restrict, (i) an assignment or other transfer by any Lender to an Affiliate of such Lender or (ii) a collateral security assignment or other similar transfer to any of the twelve Federal Reserve Lenders organized under Section 4 of the Federal Reserve Bank orAct, as applicable, to such Lender’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder). (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law or any regulatory authority.12 U.S.

Appears in 1 contract

Samples: Credit Agreement (Ust Inc)

Assignments by the Lenders. 19.5.1 Each of the Lenders (aa "Transferor") Subject to Section 12.16(fmay sell, assign, transfer or otherwise dispose of (collectively, an "Assignment"), each all or any portion of its Loans and the equivalent portion of its Commitment under the Facility and other obligations of such Lender may, with under this Agreement to any financial institution (a "Transferee") approved by the prior written consent of Agent and by Saputo and the Borrower (which approval, after the Certain Funds Period, shall not be unreasonably withheld or delayed, nor shall it be required where an Event of Default (or a Major Default during the Certain Funds period) has occurred and is continuing at the time of such consent Assignment). Each such Assignment shall be effective upon the execution of an instrument substantially in the form and of the tenor of the document attached herewith as Schedule 19.5.1 (the "Assignment Agreement") by the Transferee, the Transferor, the Borrower, the Guarantors and the Agent and the delivery of such instrument to the Borrower and the Agent in such capacity. Except during the Certain Funds Period, the Borrower hereby covenants and agrees not to unreasonably withhold or delay its execution (or the execution by the Guarantors) of the Assignment Agreement. 19.5.2 None of the consents contemplated in subsection 19.5.1 is required if the Transferee is another Lender, and subsection 19.5.1 does not apply to a participation that a Lender may grant to another financial institution or to a security assignment or pledge made in favour of any Federal Reserve Bank provided that no such participation, assignment or pledge will release any Lender of its obligations under the Loan Documents. 19.5.3 No Assignment or participation made at the time when no Event of Default is continuing may increase for the Borrower the costs of advances pursuant to Section 17.5. 19.5.4 Any Assignment of a Lender’s Commitment must relate to such Lender’s Commitment in each Tranche and must be unreasonably withheldallocated pro rata to the amount of each outstanding Tranche. In the case of a partial Assignment, conditioned or delayedthe residual Commitment of a Transferor shall, after the Assignment, be in the minimum amount of GBP5,000,000 under each Tranche (in the case of the Transferee after giving effect to any other Assignment made to the Transferee on the same date), at unless the Transferor has sold, assigned, transferred or otherwise disposed of, the whole of its Commitment. Notwithstanding the foregoing, where any time assign an interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment hereunder to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or Assignment is being made while an Event of Default has occurredoccurred and is continuing, no transfer of any Advance (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) the consent none of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) in the case of an assignment of any Commitment (or any portion thereof), any Advance (or any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 Xxx. The parties to any such assignment or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything restrictions contained in this Agreement subsection 19.5.4 shall apply to such Assignment. 19.5.5 Upon execution and delivery of the Assignment Agreement, the Transferor shall be released from its Commitment and other obligations hereunder to the contrary, Xxxxx Fargo extent of such disposition and such Transferee shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any Person. (b) The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a copy of each Joinder Supplement and Transferee Letter delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the 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 Borrower, the Collateral Manager 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 be a Lender party to this Agreement and shall have all the rights and obligations of a Lender under this Agreement. The Register shall be available for inspection by BorrowerAgreement and the other Loan Documents, the Collateral Manager and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits benefit of Section 2.12 the provisions hereof and Section 2.13 (subject to the requirements and limitations thereinthereof, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were an original party hereto and thereto, and no further consent or action by the Borrower or the Lenders shall be required. 19.5.6 Without in any way limiting the generality of any of the foregoing, the Borrower shall, at the request of the Agent, execute and deliver (and cause the Guarantors to execute and deliver) to the Agent or to the party or parties as the Agent may designate any and all further instruments, use its best efforts to obtain any and all further authorizations or approvals, and make any and all further registrations, filings or notifications, as may be necessary or desirable to give full force and effect to such disposition. 19.5.7 Each of Saputo and the Borrower does hereby authorize a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive provide any greater payment under Section 2.12 serious prospective assignees or Section 2.13participants, on a confidential basis, with respect all financial information and documents made available to any participation, than its participating such Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. (d) Each Lender that sells a participation shall, acting solely for this purpose as an agent of Saputo and the Borrower, maintain a register on from time to time, all of which it enters the name and address of the applicable participants and the principal amounts information (and stated interestunless such information is public) of each such participant’s interest in the Obligations (the “Participant Register”); provided that no Lender shall have must be treated confidentially by any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except recipient thereof. 19.5.8 Notwithstanding anything to the extent that such disclosure is necessary to establish that such Obligation is contrary in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding the foregoing provisions of this Section 12.16 or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Advances as collateral security to the Federal Reserve Bank or19.5, as applicable, to such Lender’s trustee for the benefit of its investors (but long as no such assignment shall release any Lender from any of its obligations hereunder). (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs or (b) it has occurred and is required to sell any or all of continuing hereunder, no Assignment shall increase for the Borrower its Commitments by Applicable Law or any regulatory authorityobligations under Section 17.5.

Appears in 1 contract

Samples: Credit Agreement

Assignments by the Lenders. Each Lender may assign any of its Loans, its Notes and its Commitment (a) Subject to Section 12.16(f), each Lender maybut only with the consent of Administrative Agent and provided no Event of Default exists, with the prior written consent of the Borrower (such consent Borrower, not to be unreasonably withheld, conditioned delayed or delayedconditioned), at any time assign an interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment hereunder to any Person; provided that, each transferee : (a) no such consent by Administrative Agent or Borrower shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default case of any assignment by any Lender to another Lender or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, such Lender or such other Lender (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) provided that in the case of an assignment to any such Affiliate, the assigning Lender will not be released from its obligations under the Loan Documents and Administrative Agent may continue to deal only with such assigning Lender and further provided that such assignment shall not result in any increased costs to, or obligations of, Borrower hereunder as of the date of such assignment); (b) except to the extent Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an Affiliate of a Lender) shall be in an amount at least equal to $10,000,000 (unless the entire amount of such Lender’s Loans are then being assigned); (c) subject to the applicable Lender’s compliance with the provisions of clause (b) above, Administrative Agent’s consent to an assignment shall not be unreasonably withheld, delayed or conditioned if (i) such assignment is made to an Eligible Assignee, and (ii) the provisions of clause (d) have been satisfied; (d) upon execution and delivery by the assignee (even if already a Lender) to Borrower and Administrative Agent of an Assignment and Assumption having the Commitment and Loans specified in such instrument, and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment, the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or any portion portions thereof)) assigned to it (in addition to the Commitment and Loans, any Advance if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment and Loans (or any portion thereof) the assignee executes and delivers so assigned (subject to the Collateral Manager, proviso contained in clause (a) above). Upon each such assignment the Borrower the assigning Lender shall pay Administrative Agent a processing and recording fee of $3,500 and the Collateral Agent a fully executed Joinder Supplement substantially in the form reasonable fees and disbursements of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 Xxx. The parties to any such assignment or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding ’s counsel incurred in connection therewith; and (e) notwithstanding anything contained in this Agreement herein to the contrary, Xxxxx Fargo shall not need prior consent so long as no Event of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any Person. (b) The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a copy of each Joinder Supplement and Transferee Letter delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the 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 Borrower, the Collateral Manager the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower, the Collateral Manager and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. (d) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants and the principal amounts (and stated interest) of each such participant’s interest in the Obligations (the “Participant Register”); provided that no Lender Default shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall occurred and be conclusive absent manifest errorcontinuing, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as including any successor Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding the foregoing provisions of this Section 12.16 not assign and/or grant participations in its Commitment or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Advances as collateral security to the Federal Reserve Bank or, as applicable, to such Lender’s trustee for the benefit of its investors (but no Loans if after such assignment shall release any Lender from any and/or participation it would then retain a Commitment and Loans of its obligations hereunder). (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51less than 12.5% of the total amount of all Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law or any regulatory authorityand Loans.

Appears in 1 contract

Samples: Loan Agreement (Alexanders Inc)

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Lender may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), at any time assign an interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment hereunder to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x Moody’s or “BBB” or above from S&P, (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) in the case of an assignment of any Commitment (or any portion thereof), any Advance (or any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 Xxx1940 Act. The parties to any such assignment or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any Person. (b) The Administrative Agent, acting solely for this purpose as an agent of BorrowerXxxxxxxx, shall maintain a copy of each Joinder Supplement and Transferee Letter delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the 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 Borrower, the Collateral Manager the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by BorrowerXxxxxxxx, the Collateral Manager Manager, the Collateral Agent and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. (d) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants and the principal amounts (and stated interest) of each such participant’s interest in the Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding the foregoing provisions of this Section 12.16 or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Advances as collateral security to the Federal Reserve Bank or, as applicable, to such LenderXxxxxx’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder). (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law or any regulatory authority.

Appears in 1 contract

Samples: Loan and Security Agreement (Palmer Square Capital BDC Inc.)

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Each Lender may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), may at any time assign an assign, or grant a security interest in, or sell a participation interest in or sell any Advance or Commitment (or portion thereof) or its Commitment hereunder any Note (or any portion thereof) to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation)as applicable, and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance or Commitment (or any portion thereof) or of any Note (or any portion thereof) shall be made unless such transfer is exempt from the transferee has registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities Act and such laws, and is made only to either an “accredited investor” as defined in paragraphs (a)(1), (2), (3), or (7) of Rule 501 of Regulation D under the Securities Act or any entity in which all of the equity owners come within such paragraphs or to a “qualified institutional buyer” as defined in Rule 144A under the Securities Act which in each case is a “qualified purchaser” as defined in the 1940 Act, (ii) no such assignment, grant or sale of a participation interest shall be to an Ineligible Assignee, (iii) such Person shall have a long-term unsecured debt rating of “Baa2A” or above from Xxxxx’x or better by S&P and BBBA3” or above from S&Pbetter by Xxxxx’x (or an equivalent rating by a rating agency rating such long term debt obligations of such Person, unless otherwise agreed to by Administrative Agent), (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iiiiv) in the case of an assignment of any Advance or Commitment (or any portion thereof), ) or of any Advance Note (or of any portion thereof) the assignee executes and delivers to the Collateral InvestmentCollateral Manager, the Borrower and the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within , (v) the meaning of Section 3(c)(7) consent of the 0000 XxxAdministrative Agent shall be required for any assignment, and (vi) so long as no Event of Default has occurred or is continuing, the consent of the InvestmentCollateral Manager and the Borrower (such consent not to be unreasonably withheld or delayed) shall be required for any assignment, other than an assignment to a Lender, an Affiliate of a Lender or an Approved Fund. The parties to any such assignment assignment, grant or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative AgentAgent and the Lenders. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo (i) Capital One, National Association shall not need prior consent of the Borrower or any other party hereto to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including including, without limitation limitation, any Advance Advance, any Commitment or any Note (or any portion thereof), to any Person, or (ii) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.16(b), then, in each case, the Administrative Agent shall have the right to cause such Person to assign its entire interest in the Advances and Commitments and this Agreement to a transferee selected by the Administrative Agent, in an assignment which satisfies the conditions set forth in the first sentence of this Section 12.16(a). Assignments shall be subject to the following additional conditions: (1) no assignments shall be made to (x) the Borrower or any of the Borrower’s Affiliates or Subsidiaries or (y) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (y); (2) no assignments shall be made to a natural person; (3) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Xxxxxx’s Commitment or Loans of any class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the assignment and assumption agreement with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing; (4) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations in respect of one class of Commitments or Loans; (5) the parties to each assignment shall execute and deliver to the Administrative Agent an assignment and assumption agreement, 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 (6) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its affiliates and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws. (b) The Administrative Agent, acting solely for this purpose as an agent of BorrowerXxxxxxxx, shall maintain at one of its lending offices, a copy of each Joinder Supplement and Transferee Letter transfer pursuant to Section 12.16(a) delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Obligations Advances owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). Transfer by a Lender of its rights hereunder or under any Note may be effected only by the recording by the Administrative Agent of the identity of the transferee in the Register. The entries in the Register shall be conclusive (absent manifest error)conclusive, and the BorrowerXxxxxxxx, the Collateral Manager the Administrative Agent and the Lenders shall 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 register shall be available for inspection by Borrower, the Collateral Manager Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits Collateral Custodian may, at any time, assign all or any part of Section 2.12 its rights and Section 2.13 (subject to the requirements and limitations thereinobligations hereunder as Collateral Custodian; provided, however, that, except as set forth herein, including Section 7.3 hereof, or unless otherwise consented to by the requirements under Section 2.13(f) (it being understood that Borrower and the documentation required under Section 2.13(f) Administrative Agent, any such assignee shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central be a bank or other Governmental Authority (whether or not having financial institution organized and doing business under the force of law), in each case that occurs after the participant acquired the applicable participation. (d) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants and the principal amounts (and stated interest) of each such participant’s interest in the Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) laws of the United States Treasury Regulations. The entries or of any state thereof, (ii) be authorized under such laws to exercise corporate trust powers, (iii) have a combined capital and surplus of at least $200,000,000, (iv) be subject to supervision or examination by a United States federal or state banking authority, (v) have a rating of at least “Baa1” by Xxxxx’x and “BBB+” by S&P, (vi) have an office within the United States and (vii) be in the Participant Register business of providing collateral custodian services consistent with those required pursuant to this Agreement; and provided, further, that such assignment shall not be conclusive absent manifest erroreffective unless (i), and prior to such Lender assignment, Collateral Custodian shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any have given ninety (90) days written notice to the contrary. For the avoidance of doubtBorrower, the InvestmentCollateral Manager, Administrative Agent and each Lender describing such assignment and (in its capacity as Administrative Agentii) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding such assignee has assumed the foregoing provisions responsibilities and obligations of this Section 12.16 or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Advances as collateral security to the Federal Reserve Bank orCollateral Custodian, as applicable, being assigned to such Lender’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder)it in writing. (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law or any regulatory authority.

Appears in 1 contract

Samples: Loan, Security and Investment Management Agreement (Investcorp US Institutional Private Credit Fund)

Assignments by the Lenders. Each Lender may assign any of its Loans, its Note, its Commitment and its participations in Letters of Credit (a) Subject but only with the consent of the Administrative Agent and, prior to Section 12.16(f)the occurrence of an Event of Default, each Lender maythe consent of Borrower, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned); provided that: (a) no such consent by the Administrative Agent shall be required in the case of any assignment to another Lender or an affiliate of a Lender; (b) except to the extent the Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an affiliate of a Lender) shall be in an amount at least equal to $10,000,000; (c) each such assignment (including an assignment to another Lender or an affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans and Commitment is assigned to the respective assignee; (d) subject to the applicable Lender's compliance with the provisions of clauses (b) and (c) above, the Administrative Agent's consent to an assignment shall not be unreasonably withheld, delayed or conditioned or delayedif (i) in the reasonable judgment of the Administrative Agent, such assignment is made to a reputable institutional investor with substantial experience in real estate lending and originating mortgage loans similar to the Loans, and a financial net worth of at least $100,000,000, (ii) such assignment is first offered to the Administrative Agent in accordance with the terms and conditions a separate agency agreement among the Administrative Agent and the Lenders, and (iii) the provisions of clause (e) have been satisfied; and (e) upon execution and delivery by the assignee (even if already a Lender) to Borrower and the Administrative Agent of an Assignment and Acceptance pursuant to which such assignee agrees to become a "Lender" hereunder (if not already a Lender) having the Commitment and Loans specified in such instrument, and upon consent thereto by the Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by the Administrative Agent), at any time assign an interest inthe obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or sell a participation interest portions thereof) assigned to it (in any Advance addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) or its Commitment hereunder to any Person; provided that, so assigned. Upon each transferee such assignment the assigning Lender shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) in the case of an assignment of any Commitment (or any portion thereof), any Advance (or any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower pay the Administrative Agent a processing and recording fee of $3,500 and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto reasonable fees and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 Xxx. The parties to any such assignment or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent disbursements of the Administrative Agent. Notwithstanding anything contained 's counsel incurred in this Agreement to the contrary, Xxxxx Fargo shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any Personconnection therewith. (b) The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a copy of each Joinder Supplement and Transferee Letter delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the 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 Borrower, the Collateral Manager the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower, the Collateral Manager and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. (d) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants and the principal amounts (and stated interest) of each such participant’s interest in the Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding the foregoing provisions of this Section 12.16 or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Advances as collateral security to the Federal Reserve Bank or, as applicable, to such Lender’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder). (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law or any regulatory authority.

Appears in 1 contract

Samples: Loan Agreement (Center Trust Inc)

Assignments by the Lenders. From and after the date hereof, any of the Lenders may at any time assign all, or a proportionate part of all, of its rights, interests and duties with respect to such Lender's commitment to make Loans hereunder and the Notes to one or more banks or other financial institutions (each, an "Assignee") on such terms, as between such Lender and each of its Assignees, as such Lender may think fit, and such Assignee shall assume such rights, interests and duties pursuant to an instrument executed by such Assignee and such Lender, and for this purpose such Lender may make available to each of its potential Assignees such information relating to the Company, this Agreement and the transactions contemplated hereby as such Lender may think necessary or desirable, which information shall be held by each potential Assignee strictly in confidence; PROVIDED, HOWEVER, that prior to assigning any interest to any Assignee hereunder such Lender (a) Subject shall notify the Company and the Agent in writing identifying the proposed Assignee and stating the aggregate principal amount of the proposed interest to Section 12.16(f)be assigned, each Lender may, with (b) receive the prior written consent of the Borrower (such consent Company, which shall not to be unreasonably withheld, conditioned or delayed)and the Agent, at which consent may not be unreasonably withheld (c) shall not assign to any time assign an interest in, or sell a participation Assignee less than $10,000,000 of such Lender's commitment to make Loans hereunder and interest in any Advance the Notes; and (d) shall pay to the Agent a nonrefundable fee of $2500.00 per assignment. It is understood and agreed that the proviso contained in the immediately preceding sentence shall not be applicable in the case of, and this paragraph (i) shall not restrict (1) a collateral assignment or portion thereof) or its Commitment hereunder other similar transfer to any Person; provided thatof the twelve Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, each transferee 12 U.S.C. Section 341 or (2) any assignment to any of a Lender's respective branch operations or affiliates. Upon execution and delivery of such an instrument and payment by such Assignee to such Lender of an amount equal to the purchase price agreed between such Lender and such Assignee, such Assignee shall be required a Lender party to this Agreement and shall have all the rights, interests and duties of a Lender with a commitment to make the representation Loans hereunder as set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event instrument of Default has occurred, no transfer of any Advance (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) in the case of an assignment of any Commitment (or any portion thereof), any Advance (or any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 Xxx. The parties to any such assignment or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any Person. (b) The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a copy of each Joinder Supplement and Transferee Letter delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the 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 Borrower, the Collateral Manager the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower, the Collateral Manager and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. (d) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants and the principal amounts (and stated interest) of each such participant’s interest in the Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest errorassumption, and such Lender shall treat each Person whose name be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this paragraph (i), such Lender, the Agent and the Company shall make appropriate arrangements so that, if required, a new Note is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice issued to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant RegisterAssignee. (e) Notwithstanding the foregoing provisions of this Section 12.16 or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Advances as collateral security to the Federal Reserve Bank or, as applicable, to such Lender’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder). (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law or any regulatory authority.

Appears in 1 contract

Samples: Revolving Credit Agreement (Guess Inc Et Al/Ca/)

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Each Lender may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), may at any time assign an assign, or grant a security interest in, or sell a participation interest in or sell any Advance or Commitment (or portion thereof) or its Commitment hereunder any Note (or any portion thereof) to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation)as applicable, and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance or Commitment (or any portion thereof) or of any Note (or any portion thereof) shall be made unless such transfer is exempt from the transferee has registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities Act and such laws, and is made only to either an “accredited investor” as defined in paragraphs (a)(1), (2), (3), or (7) of Rule 501 of Regulation D under the Securities Act or any entity in which all of the equity owners come within such paragraphs or to a “qualified institutional buyer” as defined in Rule 144A under the Securities Act which in each case is a “qualified purchaser” as defined in the 1940 Act, (ii) no such assignment, grant or sale of a participation interest shall be to an Ineligible Assignee, (iii) such Person shall have a long-term unsecured debt rating of “Baa2A” or above from Xxxxx’x or better by S&P and BBBA3” or above from S&Pbetter by Xxxxx’x (or an equivalent rating by a rating agency rating such long term debt obligations of such Person, unless otherwise agreed to by Administrative Agent), (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iiiiv) in the case of an assignment of any Advance or Commitment (or any portion thereof), ) or of any Advance Note (or of any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower and the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within , (v) the meaning of Section 3(c)(7) consent of the 0000 XxxAdministrative Agent shall be required for any assignment, and (vi) so long as no Event of Default has occurred or is continuing, the consent of the Collateral Manager and the Borrower (such consent not to be unreasonably withheld or delayed) shall be required for any assignment, other than an assignment to a Lender, an Affiliate of a Lender or an Approved Fund. The parties to any such assignment assignment, grant or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative AgentAgent and the Lenders. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo (i) Capital One, National Association shall not need prior consent of the Borrower or any other party hereto to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including including, without limitation limitation, any Advance Advance, any Commitment or any Note (or any portion thereof), to any Person, or (ii) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.16(b), then, in each case, the Administrative Agent shall have the right to cause such Person to assign its entire interest in the Advances and Commitments and this Agreement to a transferee selected by the Administrative Agent, in an assignment which satisfies the conditions set forth in the first sentence of this Section 12.16(a). Assignments shall be subject to the following additional conditions: [Investcorp] Loan and Security Agreement (1) no assignments shall be made to (x) the Borrower or any of the Borrower’s Affiliates or Subsidiaries or (y) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (y); (2) no assignments shall be made to a natural person; (3) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Xxxxxx’s Commitment or Loans of any class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the assignment and assumption agreement with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing; (4) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations in respect of one class of Commitments or Loans; (5) the parties to each assignment shall execute and deliver to the Administrative Agent an assignment and assumption agreement, 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 (6) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its affiliates and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws. (b) The Administrative Agent, acting solely for this purpose as an agent of BorrowerXxxxxxxx, shall maintain at one of its lending offices, a copy of each Joinder Supplement and Transferee Letter transfer pursuant to Section 12.16(a) delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Obligations Advances owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). Transfer by a Lender of its rights hereunder or under any Note may be effected only by the recording by the Administrative Agent of the identity of the transferee in the Register. The entries in the Register shall be conclusive (absent manifest error)conclusive, and the BorrowerXxxxxxxx, the Collateral Manager the Administrative Agent and the Lenders shall 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 register shall be available for inspection by Borrower, the Collateral Manager Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.. [Investcorp] Loan and Security Agreement (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits Collateral Custodian may, at any time, assign all or any part of Section 2.12 its rights and Section 2.13 (subject to the requirements and limitations thereinobligations hereunder as Collateral Custodian; provided, however, that, except as set forth herein, including Section 7.3 hereof, or unless otherwise consented to by the requirements under Section 2.13(f) (it being understood that Borrower and the documentation required under Section 2.13(f) Administrative Agent, any such assignee shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central be a bank or other Governmental Authority (whether or not having financial institution organized and doing business under the force of law), in each case that occurs after the participant acquired the applicable participation. (d) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants and the principal amounts (and stated interest) of each such participant’s interest in the Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) laws of the United States Treasury Regulations. The entries or of any state thereof, (ii) be authorized under such laws to exercise corporate trust powers, (iii) have a combined capital and surplus of at least $200,000,000, (iv) be subject to supervision or examination by a United States federal or state banking authority, (v) have a rating of at least “Baa1” by Xxxxx’x and “BBB+” by S&P, (vi) have an office within the United States and (vii) be in the Participant Register business of providing collateral custodian services consistent with those required pursuant to this Agreement; and provided, further, that such assignment shall not be conclusive absent manifest erroreffective unless (i), and prior to such Lender assignment, Collateral Custodian shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any have given ninety (90) days written notice to the contrary. For the avoidance of doubtBorrower, the Collateral Manager, Administrative Agent and each Lender describing such assignment and (in its capacity as Administrative Agentii) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding such assignee has assumed the foregoing provisions responsibilities and obligations of this Section 12.16 or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Advances as collateral security to the Federal Reserve Bank orCollateral Custodian, as applicable, being assigned to such Lender’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder)it in writing. (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law or any regulatory authority.

Appears in 1 contract

Samples: Loan, Security and Collateral Management Agreement (Investcorp Credit Management BDC, Inc.)

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Each Lender may, with the prior written consent of the Borrower (such consent not to be (x) unreasonably withheld, conditioned or delayeddelayed or (y) required if an Event of Default has occurred and is continuing), at any time assign an interest in, or grant a security interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment hereunder or any VFN (or any portion thereof) to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) the consent of the Borrower is not required for any assignment (x) by a Lender to any Affiliate of a Lender, such Lender or (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iiiii) in the case of an assignment of any Commitment (or any portion thereof), any Advance (or any portion thereof) or of any VFN (or of any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower Borrower, the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 1000 Xxx. The parties to any such assignment assignment, grant or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative AgentAgent and each Lender. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo Citibank shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof) or any VFN (or any portion thereof), to any Person. (b) The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a copy of each Joinder Supplement and Transferee Letter delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the 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 Borrower, the Collateral Manager the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower, the Collateral Manager and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a13.16(a) shall be entitled to the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to by the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. (d) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants and the principal amounts (and stated interest) of each such participant’s interest in the Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding the foregoing provisions of this Section 12.16 13.16 or any other provision of this Agreement, any Lender may at any time assign assign, pledge or grant a security interest in all or any portion of its Advances rights (including , without limitations, rights to payment of principal and interest) under this Agreement as collateral security to the Federal Reserve Bank or, as applicable, to such Lender’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder). (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law or any regulatory authority.

Appears in 1 contract

Samples: Loan and Security Agreement (Fifth Street Senior Floating Rate Corp.)

Assignments by the Lenders. Each Lender may assign any of its Loans, its Note and its Commitment (a) Subject to Section 12.16(f), each Lender may, but only with the prior written consent of the Borrower Administrative Agent); provided that: (i) no such consent by Administrative Agent shall be required in the case of any assignment by any Lender to another Lender or an affiliate of such Lender or such other Lender; (ii) except to the extent Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an affiliate of a Lender) shall be in an amount at least equal to $10,000,000; (iii) each such assignment (including an assignment to another Lender or an affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans and Commitment is assigned to the respective assignee; (iv) subject to the applicable Lender’s compliance with the provisions of clauses (b) and (c) above, Administrative Agent’s consent to an assignment shall not to be unreasonably withheld, delayed or conditioned or delayedif (i) in the reasonable judgment of Administrative Agent, such assignment is made to a reputable institutional investor with substantial experience in real estate lending and originating mortgage loans similar to the Loans, and a financial net worth of at least $100,000,000, (ii) such assignment is first offered to Administrative Agent in accordance with the terms and conditions a separate agency agreement among Administrative Agent and the Lenders, and (iii) the provisions of clause (e) have been satisfied; and (v) upon execution and delivery by the assignee (even if already a Lender) to Borrower and Administrative Agent of an Assignment and Acceptance pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrument, and upon consent thereto by Administrative Agent to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative Agent), at any time assign an interest inthe obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or sell a participation interest portions thereof) assigned to it (in any Advance addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) or its Commitment hereunder to any Person; provided that, so assigned. Upon each transferee such assignment the assigning Lender shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) in the case of an assignment of any Commitment (or any portion thereof), any Advance (or any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower the pay Administrative Agent a processing and recording fee of $3,500 and the Collateral Agent a fully executed Joinder Supplement substantially in the form reasonable fees and disbursements of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 Xxx. The parties to any such assignment or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained ’s counsel incurred in this Agreement to the contrary, Xxxxx Fargo shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any Personconnection therewith. (b) The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a copy of each Joinder Supplement and Transferee Letter delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the 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 Borrower, the Collateral Manager the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower, the Collateral Manager and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. (d) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants and the principal amounts (and stated interest) of each such participant’s interest in the Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding the foregoing provisions of this Section 12.16 or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Advances as collateral security to the Federal Reserve Bank or, as applicable, to such Lender’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder). (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law or any regulatory authority.

Appears in 1 contract

Samples: Loan Agreement (Shurgard Storage Centers Inc)

Assignments by the Lenders. Each Lender may assign any of its Loans, its Note and its Commitment (aother than to a natural person) Subject to Section 12.16(f)(but only, each Lender mayexcept as specifically set forth below, with (A) the prior written consent of the Borrower (such Administrative Agent, which consent shall not to be unreasonably withheld, conditioned or delayed), at any time assign an interest inand (B) the consent of Borrower, which consent shall not be unreasonably withheld, conditioned or sell a participation interest in any Advance (or portion thereof) or its Commitment hereunder to any Persondelayed; provided thatprovided, each transferee however, that the consent of Borrower shall not be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless if a Potential Default or an Event of Default has occurredshall have occurred and be continuing), provided that: (a) no transfer such consent by Administrative Agent or Borrower shall be required in the case of any Advance assignment by any Lender to another Lender or an Affiliate of such Lender or such other Lender; (b) (i) no Lender that holds $10,000,000 or more of the aggregate principal amount of the Loans at any portion thereof) time shall be made make any assignment that would result in such Lender holding less than $10,000,000 of the aggregate principal amount of the Loans unless such Lender assigns its entire interest in the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, Loans and (ii) except to the extent Administrative Agent and Borrower (such consent of Borrower shall not be unreasonably withheld and provided that the consent of the Borrower is shall not be required for any assignment (x) to any Affiliate of if a Lender, (y) required by any change in Applicable Law or (z) during a Potential Default or an Event of Default shall have occurred and be continuing) shall otherwise consent, any partial assignment (other than to another Lender or an Affiliate of a Lender) shall be in an amount at least equal to $5,000,000; (c) each such assignment (including an assignment to another Lender or an Affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans and Commitment is assigned to the respective assignee; (d) subject to the applicable Lender’s compliance with the provisions of clauses (b) and (iiic) in above, Administrative Agent’s consent and Borrower’s consent to an assignment shall not be unreasonably withheld (provided that the case consent of Borrower shall not be required if a Potential Default or an Event of Default shall have occurred and be continuing) if (i) such assignment is made to an Eligible Assignee and provided, further that if an Event of Default shall have occurred and be continuing, such assignment may be made to any Person, and (ii) the provisions of clause (e) have been satisfied; (e) upon execution and delivery by the assignee (even if already a Lender) to Borrower and Administrative Agent of an assignment of any Assignment and Acceptance pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment (or any portion thereof)and Loans specified in such instrument, any Advance (or any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower the upon consent thereto by Administrative Agent and Borrower to the Collateral Agent a fully executed Joinder Supplement substantially in extent required above, the form assignee shall have, to the extent of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 Xxx. The parties to any such assignment or sale (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a participation interest shall execute Lender hereunder holding the Commitment and deliver Loans (or portions thereof) assigned to such Lender for its acceptance and recording it (in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement addition to the contraryCommitment and Loans, Xxxxx Fargo shall not need prior consent if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance Commitment (or portion thereof) so assigned. Upon each such assignment (other than an assignment to a Lender or Affiliate of a Lender) the assignor Lender shall pay Administrative Agent a processing and recording fee of $3,500 and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith, except that in connection with any assignment pursuant to Section 2.9(7) or Section 12.2(4), Borrower shall pay such fee. Each Assignment and Acceptance shall contain a representation by the assignee to any Person.the effect that either (i) none of the consideration used to make the purchase of the Commitment and Loans under such Assignment and Acceptance constitutes “plan assets” as defined under ERISA and that the rights and interests of such assignee in and under the Loan Documents will not be “plan assets” under ERISA or (ii) such assignee is an “insurance company general account,” as that term is defined in Prohibited Transaction Class Exemption (“PTE”) 95-60 (60 Fed. Reg. 35925 (Jul. 12, 1995)), as to which such assignee meets the conditions for relief in Sections I and IV of PTE 95-60; (f) provided that Borrower is not subject to a proceeding of the type referred to in Section 10.11, no such assignment shall be to an assignee that is a Competitor of Borrower; (g) no such assignment shall be to a Borrower Party or Affiliate thereof, except with the consent of each Lender as permitted pursuant to Section 12.23(7); (h) no such assignment shall be permitted without the consent of the Arrangers (in their discretion) and Borrower (which consent shall not be unreasonably withheld, conditioned or delayed) until the Arrangers shall have notified the Lenders that syndication of the Commitments hereunder has been completed; provided, however, that the consent of Borrower shall not be required if a Potential Default or an Event of Default shall have occurred and be continuing; (i) no such assignment shall be to an assignee who, on the date such assignment becomes effective, is subject to compensation pursuant to clauses (a) or (b) The of Section 2.9(1) or the additional compensation described in Section 2.9(6); and (j) Where Borrower’s consent is required to any assignment under this Section 12.23, Administrative Agent may request that Borrower confirm whether or not it consents to such assignment, which confirmation to any such request shall be made within ten (10) days after request for confirmation has been made by Administrative Agent, acting solely accompanied by the identity of the applicable assignee, provided that Administrative Agent submits such request for this purpose as Borrower’s confirmation in an agent envelope labeled “Priority” and delivered to Borrower by overnight delivery and otherwise in accordance with the provisions of BorrowerSection 12.1 and which request shall state at the top of the first page in bold lettering in 14 pt. font “BORROWER’S RESPONSE IS REQUIRED WITHIN TEN (10) DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT, DATED AS OF APRIL 26, 2013, AMONG GENERAL GROWTH PROPERTIES, INC., THE GUARANTORS PARTY THERETO, U.S. BANK NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, AND THE LENDERS FROM TIME TO TIME A PARTY THERETO.” In the event that Borrower fails to either approve such assignment or disapprove such assignment (any such disapproval to state the reasons for such disapproval) for more than ten (10) days after receipt of such notice, Borrower shall maintain a copy be deemed to have consented to such assignment. On and after the effective date of each Joinder Supplement and Transferee Letter delivered to it and a register for the recordation of the names and addresses of the Lendersassignment permitted hereunder, and the Commitments of, and principal amounts (and stated interest) of the Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register such assignee shall be conclusive (absent manifest error), and the Borrower, the Collateral Manager the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower, the Collateral Manager and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled a Lender party to the benefits Loan Documents executed by or on behalf of Section 2.12 the Lenders and Section 2.13 (subject to shall have all the requirements rights and limitations thereinobligations of a Lender under the Loan Documents, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were an original party thereto, and the assignor Lender shall be released with respect to the Commitment and Loans assigned to such assignee without any further consent or action by any Borrower Party, the Lenders, Arrangers or Administrative Agent. In the case of an assignment covering all of the assignor Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender and had acquired its interest by assignment; provided that such participant hereunder but shall not continue to be entitled to receive any greater the benefits of, and subject to, those provisions of the Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 2.12 or 12.23 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 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to 12.23(3). Upon the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation consummation of any Applicable Law or (ii) assignment to an assignee pursuant to this Section 12.23(2), the compliance by assignor Lender, Administrative Agent and Borrower shall, if the participating assignor Lender or the assignee Lender desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement or amended and restated Notes are issued to such participant with any guideline assignor Lender and new Notes or, as appropriate, replacement or request from any central bank or other Governmental Authority (whether or not having the force of law)amended and restated Notes, are issued to such assignee Lender, in each case that occurs after the participant acquired the applicable participation. (d) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants and the in principal amounts (and stated interest) of each such participant’s interest in the Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding the foregoing provisions of this Section 12.16 or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Advances as collateral security to the Federal Reserve Bank orreflecting their respective Commitments, as applicable, adjusted pursuant to such Lender’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder)assignment. (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law or any regulatory authority.

Appears in 1 contract

Samples: Loan Agreement (General Growth Properties, Inc.)

Assignments by the Lenders. (a) Subject to Section 12.16(f)Each Lender may assign any of its Loans, each Lender may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), at any time assign an interest in, or sell a participation interest in any Advance (or portion thereof) or its Note and its Commitment hereunder to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) but only with the consent of the Borrower is not Administrative Agent); provided that: (a) no such consent by the Administrative Agent shall be required for in the case of any assignment (x) by any Lender to any another Lender or an Affiliate of a Lender, such Lender or such other Lender (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) provided that in the case of an assignment to an Affiliate, the assigning Lender shall not be released from its obligations under the Loan Documents and the Administrative Agent may continue to deal only with such assigning Lender); (b) except to the extent the Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an affiliate of any a Lender) shall be in an amount at least equal to $10,000,000; (c) each such assignment (including an assignment to another Lender or an affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans and Commitment is assigned to the respective assignee; (d) subject to the applicable Lender’s compliance with the provisions of clauses (b) and (c) above, the Administrative Agent’s consent to an assignment shall not be unreasonably withheld and shall be made within ten (10) Business Days of request if (i) such assignment is made to an Eligible Assignee, and (ii) the provisions of clause (e) have been satisfied; and (e) upon execution and delivery by the assignee (even if already a Lender) to Borrower and the Administrative Agent of an Assignment and Acceptance pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrument, and upon consent thereto by the Administrative Agent to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by the Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or any portion thereof), any Advance (or any portion thereof) so assigned. Upon each such assignment the assignee executes and delivers to the Collateral Manager, the Borrower assigning Lender shall pay the Administrative Agent a processing and recording fee of $3,500 (provided that no such processing and recording fee shall be payable in connection with an assignment by Capmark Bank, a Utah industrial bank, or Capmark Finance Inc., a California corporation, to any of their respective Affiliates) and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto reasonable fees and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 Xxx. The parties to any such assignment or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent disbursements of the Administrative Agent. Notwithstanding anything contained ’s counsel incurred in this Agreement to the contrary, Xxxxx Fargo shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any Personconnection therewith. (b) The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a copy of each Joinder Supplement and Transferee Letter delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the 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 Borrower, the Collateral Manager the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower, the Collateral Manager and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. (d) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants and the principal amounts (and stated interest) of each such participant’s interest in the Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding the foregoing provisions of this Section 12.16 or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Advances as collateral security to the Federal Reserve Bank or, as applicable, to such Lender’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder). (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law or any regulatory authority.

Appears in 1 contract

Samples: Construction Loan Agreement (Maguire Properties Inc)

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Each Lender may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), may at any time assign an assign, or grant a security interest in, or sell a participation interest in or sell any Advance or Commitment (or portion thereof) or its Commitment hereunder any Note (or any portion thereof) to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation)as applicable, and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance or Commitment (or any portion thereof) or of any Note (or any portion thereof) shall be made unless other than to a "qualified purchaser" as defined in the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P1940 Act, (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) in the case of an assignment of any Advance or Commitment (or any portion thereof), ) or of any Advance Note (or of any portion thereof) the assignee executes and delivers to the Collateral ManagerServicer, the Borrower and the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a "Transferee Letter"). Each , (iii) the consent of the Administrative Agent shall be required for any assignment, and (iv) so long as no Event of Default has occurred or is continuing, the consent of the Borrower (such consent not to be unreasonably withheld or delayed; provided that it is acknowledged and agreed that it shall be reasonable to withhold consent to any Competitor so long as no Event of Default has occurred or is continuing) shall be required for any assignment, other than an assignment to a Lender, an Affiliate of a Lender hereby represents and warrants that is not a “Qualified Purchaser” within Competitor or an Approved Fund (provided that, for the meaning avoidance of Section 3(c)(7) doubt, no consent of the 0000 XxxBorrower or restriction on assignments to Competitors shall apply during the continuance of an Event of Default). The parties to any such assignment assignment, grant or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except other than Permitted Liens) to exist upon, any of the Borrower’s 's rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative AgentAgent and the Lenders. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo (i) Capital One, National Association shall not need prior consent of the Borrower or any other party hereto to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including including, without limitation limitation, any Advance Advance, any Commitment or any Note (or any portion thereof), to any Person, or (ii) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.16(b), then, in each case, the Administrative Agent shall have the right to cause such Person to assign its entire interest in the Advances and Commitments and this Agreement to a transferee selected by the Administrative Agent, in an assignment which satisfies the conditions set forth in the first sentence of this Section 12.16(a). Assignments shall be subject to the following additional conditions: (1) no assignments shall be made to (x) the Borrower or any of the Borrower's Affiliates or Subsidiaries or (y) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (y); (2) no assignments shall be made to a natural person; (3) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lxxxxx's Commitment or Loans of any class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the assignment and assumption agreement with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing; (4) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lxxxxx's rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lxxxxx's rights and obligations in respect of one class of Commitments or Loans; (5) the parties to each assignment shall execute and deliver to the Administrative Agent an assignment and assumption agreement, 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 (6) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its affiliates and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee's compliance procedures and applicable laws, including Federal and state securities laws. (b) The Administrative Agent, acting solely for this purpose as an a non-fiduciary agent of BorrowerBxxxxxxx, shall maintain at one of its lending offices, a copy of each Joinder Supplement and Transferee Letter transfer pursuant to Section 12.16(a) delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of (and stated interestinterest on) of the Obligations Advances owing to, each Lender pursuant to the terms hereof from time to time (the "Register"). Transfer by a Lender of its rights hereunder or under any Note may be effected only by the recording by the Administrative Agent of the identity of the transferee in the Register. The entries in the Register shall be conclusive (absent manifest error), and the Borrower, the Collateral Manager 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 Borrower, the Collateral Manager Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. (d) . Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants each participant and the principal amounts of (and stated interestinterest on) of each such participant’s 's interest in the Obligations Advances or other obligations under the Transaction Documents (the "Participant Register"); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s 's interest in any Obligationscommitments, loans, letters of credit or its other obligations under any Transaction Document) to any Person except to the extent that such disclosure is necessary to establish that such Obligation commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations and Section 1.163-5 of proposed United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding the foregoing provisions of this Section 12.16 or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Advances as collateral security to the Federal Reserve Bank or, as applicable, to such Lender’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder). (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law or any regulatory authority.

Appears in 1 contract

Samples: Loan, Security and Servicing Agreement (Monroe Capital Income Plus Corp)

Assignments by the Lenders. (a) Subject to Section 12.16(f), each a. Each Lender may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), may at any time assign an assign, or grant a security interest in, or sell a participation interest in or sell any Loan Advance or Commitment (or portion thereof) or its Commitment hereunder any Note (or any portion thereof) to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation)as applicable, and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Loan Advance or Commitment (or any portion thereof) or of any Note (or any portion thereof) shall be made unless such transfer is exempt from the transferee has registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities Act and such laws, and is made only to either an “accredited investor” as defined in paragraphs (a)(1), (2), (3), or (7) of Rule 501 of Regulation D under the Securities Act or any entity in which all of the equity owners come within such paragraphs or to a long-term unsecured debt rating of Baa2qualified institutional buyeror above from Xxxxx’x or as defined in Rule 144A under the Securities Act which in each case is a BBBqualified purchaseror above from S&Pas defined in the 1940 Act, (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) in the case of an assignment of any Loan Advance or Commitment (or any portion thereof), ) or of any Advance Note (or of any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower and the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto (unless such assignee is already a Lender hereunder) and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within , (iii) the meaning of Section 3(c)(7) consent of the 0000 XxxAdministrative Agent shall be required for any assignment, and (iv) so long as no Event of Default has occurred or is continuing, the consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed and shall be deemed given if no response is made by the Borrower within five (5) Business Days after delivery to the Borrower of notice of a proposed assignment) shall be required for any assignment, other than an assignment (x) to a Lender, an Affiliate of a Lender or an Approved Fund or (y) required by Applicable Law or Governmental Authority (the legal basis for which shall be notified in reasonable detail to the Borrower to the extent not subject to confidentiality by operation of law or contract); provided no such consent of the Borrower shall be required with respect to the sale of a participation interest. The parties to any such assignment assignment, grant or sale of a participation interest shall execute and deliver to such assigning Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien to (except other than Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo (i) Ally Bank shall not need prior consent of the Borrower or any other party hereto to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (as part of such a transaction all or portion thereof)substantially all of its Loan Advances, Commitments and Notes, to any Person, or (ii) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.16(b), then, in each case, the Administrative Agent shall have the right to cause such Person to assign its entire interest in the Loan Advances and Commitments and this Agreement to a transferee selected by the Administrative Agent prior to the occurrence of an Event of Default with the consent of the Borrower, in an assignment which satisfies the conditions set forth in the first sentence of this Section 12.16(a). Assignments shall be subject to the following additional conditions: 1. no assignments shall be made to (x) the Borrower, the Fund or any of the Borrower’s, or the Fund’s, respective Affiliates or Subsidiaries or (y) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (y); 2. no assignments shall be made to a natural person; 3. except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Xxxxxx’s Commitment or Loan Advances of any class, the amount of the Commitment or Loan Advances of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing; 4. each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations in respect of one (1) class of Commitments or Loan Advances; 5. the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, 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 6. the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its affiliates and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws, and containing payment instruction for such assignee. (b) b. The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its lending offices, a copy of each Joinder Supplement and Transferee Letter transfer pursuant to Section 12.16(a) delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Obligations Loan Advances owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). Transfer by a Lender of its rights hereunder or under any Note may be effected only by the recording by the Administrative Agent of the identity of the transferee in the Register. The entries in the Register shall be conclusive (absent manifest error)conclusive, and the Borrower, the Collateral Manager 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 Borrower, the Collateral Manager Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. (d) . Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants each participant and the principal amounts (and stated interest) of each such participant’s interest in the Obligations Commitments, Loan Advances or other obligations under the Transaction Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any ObligationsCommitments, Loan Advances or its other obligations under any Transaction Document) to any Person except to the extent that such disclosure is necessary to establish that such Obligation Commitment, Loan Advance or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding the foregoing provisions of this Section 12.16 or any other provision of this Agreementc. The Collateral Custodian may, any Lender may at any time time, assign all or any portion part of its Advances rights and obligations hereunder as Collateral Custodian; provided, however, that any such assignee shall (i) be a bank or other financial institution organized and doing business under the laws of the United States or of any state thereof, (ii) be authorized under such laws to exercise corporate trust powers, (iii) have a combined capital and surplus of at least $200,000,000, (iv) be subject to supervision or examination by a United States federal or state banking authority, (v) have a long-term unsecured debt rating of at least “Baa1” by Moody’s and “BBB+” by S&P, (vi) have an office within the United States; (vii) be in the business of providing collateral security custodian services consistent with those required pursuant to this Agreement and (viii) is otherwise reasonably acceptable to the Federal Reserve Bank or, as applicable, Administrative Agent and prior to such Lender’s trustee for the benefit occurrence of its investors (but no such assignment shall release any Lender from any of its obligations hereunder). (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default the Borrower and the Collateral Manager; and provided, further, that such assignment shall not be effective unless (i), prior to such assignment, the Collateral Custodian shall have given ninety (90) days written notice to the Borrower, the Collateral Manager, the Administrative Agent and each Lender describing such assignment and (ii) such assignee has assumed the responsibilities and obligations of the Collateral Custodian being assigned to it in writing. d. The Borrower agrees that each participant shall be entitled to the benefits of Section 2.12 and 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(g) (it being understood that the documentation required under Section 2.13(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.16(b); provided that such participant (A) agrees to be subject to the provisions of Section 2.17 as if it were an assignee under Section 12.16(a); and (B) shall not be entitled to receive any greater payment under Sections 2.12 or 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a change in law that occurs after the participant acquired the applicable participation; provided, further, that the terms of any such participation shall not entitle the participant to direct such Lender as to the manner in which it votes in connection with any amendment, supplement or (b) it other modification of this Agreement or any waiver or consent with respect to any departure from the terms hereof, in each case unless and to the extent that the subject matter thereof is one as to which the consent of all Lenders is required in order to sell approve the same. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.17 with respect to any or all participant. Each Loan Party further agrees to use commercially reasonable efforts to assist the Arranger in seeking completion of its Commitments by Applicable Law or any regulatory authoritya timely syndication reasonably satisfactory to the Arranger.

Appears in 1 contract

Samples: Loan, Security and Collateral Management Agreement (AGTB Private BDC)

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Each Lender may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), may at any time assign an assign, or grant a security interest in, or sell a participation interest in or sell any Advance or Commitment (or portion thereof) or its Commitment hereunder any Note (or any portion thereof) to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation)as applicable, and provided further that (i) unless a Default or an Event of Default has occurred, no transfer (including a sale of a participation interest therein) of any Advance or Commitment (or any portion thereof) or of any Note (or any portion thereof) shall be made unless such transfer is exempt from the transferee has registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities Act and such laws, and is made only to either an “accredited investor” as defined in paragraphs (a)(1), (2), (3), or (7) of Rule 501 of Regulation D under the Securities Act or any entity in which all of the equity owners come within such paragraphs or to a long-term unsecured debt rating “qualified institutional buyer” as defined in Rule 144A under the Securities Act which in each case is a “qualified purchaser” as defined in the 1940 Act and is not related to Willow Tree Corporation in a manner described in Section 57(b) or 57(e) of “Baa2” or above from Xxxxx’x or “BBB” or above from S&Pthe 1940 Act, (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender[reserved], (yiii) required by any change in Applicable Law or [reserved], (z) during a Default or an Event of Default and (iiiiv) in the case of an assignment of any Advance or Commitment (or any portion thereof), ) or of any Advance Note (or of any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower and the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto (unless such assignee is already a Lender hereunder) and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each , (v) the consent of the Administrative Agent shall be required for any assignment, and (vi) so long as no Event of Default has occurred or is continuing, the consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed and shall be deemed if no response is made by the Borrower within five (5) Business Days after delivery to the Borrower of notice of a proposed assignment) shall be required for any assignment or [Willow Tree BDC] Amended and Restated Loan, Security and Collateral Management Agreement #506694681 participation, other than an assignment or participation (x) to a Lender, an Affiliate of a Lender hereby represents and warrants or an Approved Fund, or (y) required by Applicable Law or Governmental Authority; provided that (1) no such consent of the Borrower shall be required with respect to the sale of a participation interest unless such sale is to (x) a Disqualified Person or (y) any fund, investment manager or other Person that is primarily engaged in the business of making, originating or owning U.S. corporate debt obligations (other than an international, national or regional banking institution, a “Qualified Purchaser” within pension, retirement or savings fund, a sovereign wealth fund, or an insurance company), and (2) for so long as no Event of Default has occurred or is continuing, no assignment may be made, and no participation may be sold, to a Disqualified Person pursuant to this clause (vi) without the meaning of Section 3(c)(7) consent of the 0000 XxxBorrower. The parties to any such assignment assignment, grant or sale of a participation interest shall execute and deliver to such assigning Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien to (except other than Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative AgentLenders. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo Ally Bank shall not need prior consent of the Borrower or any other party hereto to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (as part of such a transaction all or portion thereof)substantially all of its Advances, Commitments and Notes, to any Person. Notwithstanding anything contained in this Agreement to the contrary, if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.16(b), then the Administrative Agent shall have the right to cause such Person to assign its entire interest in the Advances and Commitments and this Agreement to a transferee selected by the Administrative Agent and, except during the continuance of an Event of Default, with the consent of the Borrower, in an assignment which satisfies the conditions set forth in the first sentence of this Section 12.16(a). Assignments and participations shall be subject to the following additional conditions, as applicable: (1) no assignments or participations shall be made to (x) the Borrower or any of the Borrower’s Affiliates or Subsidiaries or (y) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (y); (2) no assignments or participations shall be made to a natural person; (3) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Xxxxxx’s Commitment or Loan Advances of any class, the amount of the Commitment or Loan Advances of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such [Willow Tree BDC] Amended and Restated Loan, Security and Collateral Management Agreement #506694681 consent of the Borrower shall be required if an Event of Default has occurred and is continuing; (4) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement; (5) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, 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 (6) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its affiliates and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including federal and state securities laws, and containing payment instruction for such assignee. (b) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its lending offices, a copy of each Joinder Supplement and Transferee Letter transfer pursuant to Section 12.16(a) delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of (and stated interestinterest on) of the Obligations Advances owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). Transfer by a Lender of its rights hereunder or under any Note may be effected only by the recording by the Administrative Agent of the identity of the transferee in the Register. The entries in the Register shall be conclusive (absent manifest error), and the Borrower, the Collateral Manager the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, the Collateral Manager and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. (d) . Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants each participant and the principal amounts of (and stated interestinterest on) of each such participant’s interest in the Obligations Advances or other obligations under the Transaction Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligationscommitment, loans, or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Obligation commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States U.S. Treasury Regulationsregulations and Section 1.163-5 of the proposed U.S. Treasury regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register [Willow Tree BDC] Amended and Restated Loan, Security and Collateral Management Agreement #506694681 as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (ec) Notwithstanding the foregoing provisions of this Section 12.16 or any other provision of this AgreementThe Collateral Custodian may, any Lender may at any time time, assign all or any portion part of its Advances rights and obligations hereunder as Collateral Custodian; provided, however, that any such assignee shall (i) be a bank or other financial institution organized and doing business under the laws of the United States or of any state thereof, (ii) be authorized under such laws to exercise corporate trust powers, (iii) have a combined capital and surplus of at least $200,000,000, (iv) be subject to supervision or examination by a United States federal or state banking authority, (v) have a long-term unsecured debt rating of at least “Baa1” by Xxxxx’x and “BBB+” by S&P, (vi) have an office within the United States; (vii) be in the business of providing collateral security custodian services consistent with those required pursuant to this Agreement and (viii) is otherwise reasonably acceptable to the Federal Reserve Bank orAdministrative Agent and, as applicableexcept during the continuance of an Event of Default the Borrower and the Collateral Manager; and provided, to such Lender’s trustee for the benefit of its investors (but no further, that such assignment shall release not be effective unless (i), prior to such assignment, the Collateral Custodian shall have given ninety (90) days written notice to the Borrower, the Collateral Manager, the Administrative Agent and each Lender describing such assignment and (ii) such assignee has assumed the responsibilities and obligations of the Collateral Custodian being assigned to it in writing. (d) The Borrower agrees that each participant shall be entitled to the benefits of Section 2.12 and 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(g) (it being understood that the documentation required under Section 2.13(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.16(a); provided that such participant (A) agrees to be subject to the provisions of Section 2.17 as if it were an assignee under Section 12.16(a); and (B) shall not be entitled to receive any greater payment under Sections 2.12 or 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a change in law that occurs after the participant acquired the applicable participation; provided, further, that the terms of any such participation shall not entitle the participant to direct such Lender as to the manner in which it votes in connection with any amendment, supplement or other modification of this Agreement or any waiver or consent with respect to any departure from the terms hereof, in each case unless and to the extent that the subject matter thereof is one as to which the consent of all Lenders is required in order to approve the same. (e) In the event of any grant by a Lender of a participation interest in any Advance or Commitment (or portion thereof) or any Note (or any portion thereof) to a participant, whether or not with the consent of the Borrower, such Lender shall remain responsible for the performance of its obligations hereunder)., and the Loan Parties shall continue to deal solely and directly with such Lender in connection with such Xxxxxx’s rights and obligations under this Agreement. [Willow Tree BDC] Amended and Restated Loan, Security and Collateral Management Agreement #506694681 (f) Xxxxx FargoEach Lender party hereto as of the Effective Date represents to the Administrative Agent and each Loan Party that, as of such date, such lender is a Qualified Lender and each Transferee (as defined below), represents and warrants to the Borrower that it is a Qualified Lender. Neither any Lender nor any Transferee may assign, hereby agrees sell any participation in or otherwise transfer (any such transaction, a “Transfer”) any of its rights or obligations under this Agreement or any other Transaction Document to retain at least 51% of the Commitments any Person (a “Transferee”), unless (ai) an Event of Default occurs or (b) the Transferee shall have represented and agreed in writing that it is required a Qualified Lender at the time of such Transfer, (ii) the Transferee agrees that it will be bound by the restrictions on Transfer contained in this Section 12.16(f), (iii) a copy of any such representations or agreements shall have been furnished to sell the Borrower and (iv) any such representations or all agreements shall run to the benefit of its Commitments and be enforceable by Applicable Law or any regulatory authoritythe Borrower.

Appears in 1 contract

Samples: Loan, Security and Collateral Management Agreement (Willow Tree Capital Corp)

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Each Lender may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), may at any time assign an assign, or grant a security interest in, or sell a participation interest in or sell any Advance or Commitment (or portion thereof) or its Commitment hereunder any Note (or any portion thereof) to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation)as applicable, and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance or Commitment (or any portion thereof) or of any Note (or any portion thereof) shall be made unless such transfer is exempt from the transferee registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities Act and such laws, and is made only to either an “accredited investor” as defined in paragraphs (a)(1), (2), (3), or (7) of Rule 501 of Regulation D under the Securities Act or any entity in which all of the equity owners come within such paragraphs or to a “qualified institutional buyer” as defined in Rule [FS Investment] Loan and Security Agreement 144A under the Securities Act which in each case is a “qualified purchaser” as defined in the 1940 Act, (ii) so long as no Event of Default has either occurred or is continuing, no such assignment, grant or sale of a participation interest shall be to an Ineligible Assignee, (iii) such Person shall have a long-term unsecured debt rating of “Baa2A” or above from Xxxxx’x or better by S&P and BBBA3” or above from S&Pbetter by Xxxxx’x[reserved], (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iiiiv) in the case of an assignment of any Advance or Commitment (or any portion thereof), ) or of any Advance Note (or of any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower and the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within , (v) the meaning of Section 3(c)(7) consent of the 0000 XxxAdministrative Agent shall be required for any assignment, and (vi) so long as no Event of Default has occurred or is continuing, the consent of the Borrower (such consent not to be unreasonably withheld or delayed and shall be deemed if no response is made by the Borrower within ten (10) Business Days after delivery to Borrower of notice of a proposed assignment) shall be required for any assignment or participation, other than an assignment or participation to a Lender, an Affiliate of a Lender or an Approved Fund. The parties to any such assignment assignment, grant or sale of a participation interest shall execute and deliver to such assigning Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien to (except other than Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo (i) Ally Bank shall not need prior consent of the Borrower or any other party hereto to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (as part of such a transaction all or portion thereof)substantially all of its Advances, Commitments and Notes, to any Person. , (bii) The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a copy of each Joinder Supplement and Transferee Letter delivered if any Lender fails at any time to it and a register for satisfy the recordation of the names and addresses of the LendersRating Criteria, and the Commitments of, and principal amounts such failure has not been remedied within 30 days (and stated interest) of the Obligations owing to, each Lender pursuant as evidenced by a certification to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive (absent manifest error), and the Borrower, the Collateral Manager and the Administrative Agent and including a letter from Xxxxx’x, S&P, and/or an equivalent rating agency, as the Lenders shall treat each Person whose name is recorded in case maybe establishing the Register pursuant to existence of the terms hereof as rating criteria)[reserved], or (iii) if any Lender becomes a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower, the Collateral Manager and any Defaulting Lender, at any reasonable time and from time unless such Lender shall have been deemed to time upon reasonable prior notice. (c) The Borrower agrees that each participant no longer be a Defaulting Lender pursuant to Section 12.16(a) shall be entitled to the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein2.16(b), including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)then, in each case that occurs after case, the participant acquired Administrative Agent shall have the applicable participation. (d) Each Lender that sells right to cause such Person to assign its entire interest in the Advances and Commitments and this Agreement to a participation shall, acting solely for this purpose as transferee selected by the Administrative Agent prior to the occurrence of an agent Event of Default with the consent of the Borrower, maintain a register on in an assignment which it enters satisfies the name and address conditions set forth in the first sentence of this Section 12.16(a). Assignments shall be subject to the following additional conditions: (1) no assignments shall be made to (x) the Borrower or any of the applicable participants Borrower’s Affiliates or Subsidiaries or (y) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (y); (2) no assignments shall be made to a natural person; (3) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or LoansLoan Advances of any class, the amount of the Commitment or Loans Loan Advances [FS Investment] Loan and Security Agreement of the principal amounts (and stated interest) of assigning Lender subject to each such participant’s interest in the Obligations assignment (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion determined as of the Participant Register (including date the identity of any participant or any information relating assignmentAssignment and assumptionAssumption with respect to a participant’s interest in any Obligations) to any Person except such assignment is delivered to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding not be less than $1,000,000 unless each of the foregoing provisions of this Section 12.16 or any other provision of this AgreementBorrower and the Administrative Agent otherwise consent, any Lender may at any time assign all or any portion of its Advances as collateral security to the Federal Reserve Bank or, as applicable, to such Lender’s trustee for the benefit of its investors (but provided that no such assignment shall release any Lender from any of its obligations hereunder). (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% consent of the Commitments unless (a) Borrower shall be required if an Event of Default occurs has occurred and is continuing; (4) 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 assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one class of Commitments or (b) it is required to sell any or all of its Commitments by Applicable Law or any regulatory authority.LoansLoan Advances;

Appears in 1 contract

Samples: Loan and Security Agreement (FS KKR Capital Corp)

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Lender may, with With the prior written consent of the Borrower (such which consent shall not to be unreasonably withheld, conditioned or delayed), each Lender may at any time assign an assign, or Grant a security interest in, or sell a participation interest in or sell, any Advance (or portion thereof) or its Commitment hereunder any Variable Funding Note (or portion thereof) to any Person; provided provided, that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation)as applicable, and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) or of any Variable Funding Note (or any portion thereof) shall be made unless such transfer is exempt from the transferee has registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities Act and such laws, and is made only to either an “accredited investor” as defined in paragraphs (a)(1), (2), (3), or (7) of Rule 501 of Regulation D under the Securities Act or any entity in which all of the equity owners come within such paragraphs or to a long-term unsecured debt rating of Baa2qualified institutional buyeror above from Xxxxx’x or “BBB” or above from S&Pas defined in Rule 144A under the Securities Act, (ii) the no such consent of the Borrower is not shall be required for any assignment (x) to any Affiliate following the occurrence of a LenderTermination Event, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) in the case of an assignment of any Commitment Advance (or any portion thereof), ) or of any Advance Variable Funding Note (or of any portion thereof) the assignee executes and delivers to the Collateral ManagerServicer, the Borrower and the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G F hereto (a “Variable Funding Note Transferee Letter”). Each , and (iv) any Lender hereby represents and warrants shall not need prior consent to at any time (A) assign, or Grant a security interest or sell a participation interest in or sell, any Advance (or portion thereof) or any Variable Funding Note (or portion thereof) to an Affiliate or (B) pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including to any Federal Reserve Bank as collateral in accordance with Applicable Law; provided, that is no such pledge or assignment of a “Qualified Purchaser” within the meaning security interest shall release Lender from any of Section 3(c)(7) of the 0000 Xxxits obligations hereunder or substitute any such pledgee or assignee for Lender as a party hereto. The parties to any such assignment assignment, grant or sale of (including with respect to participation interests) by a participation interest Lender shall execute and deliver to such Lender the Administrative Agent, for its acceptance and recording in its books and recordsrecords consistent with Sections 11.16(b) and 11.16(c), such agreement or document as may be satisfactory to such partiesparties and the Administrative Agent. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s Borrower rights, obligations or duties under the Transaction Documents this Agreement without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any Person. (b) The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a copy of each Joinder Supplement and Transferee Letter delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the 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 Borrower, the Collateral Manager the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower, the Collateral Manager and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. (d) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants and the principal amounts (and stated interest) of each such participant’s interest in the Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding the foregoing provisions of this Section 12.16 or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Advances as collateral security to the Federal Reserve Bank or, as applicable, to such Lender’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder). (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law or any regulatory authority.

Appears in 1 contract

Samples: Credit Agreement (Golub Capital BDC, Inc.)

Assignments by the Lenders. (a) Subject to Section 12.16(f)this Clause 30, each a Lender (the "Existing Lender") may, with subject to the Facility Guarantor's prior written consent of the Borrower (such consent consent, not to be unreasonably withheld, conditioned withheld or delayed), at any time assign an interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment hereunder to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and delayed as long as no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurredoccurred or is continuing, assign, transfer or novate all or any part of its rights under the Finance Documents to another bank or financial institution (a "Substitute"; it being agreed that following the occurrence of an Event of Default, no transfer of any Advance (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a LenderFacility Guarantor shall be required, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) in the case of an assignment of any Commitment (or any portion thereof), any Advance (or any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially Substitute may also include a trust, fund or other entity which is regularly engaged in or established for the form purpose of Exhibit G hereto (a “Transferee Letter”making, purchasing or investing in loans, securities or other financial assets). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within Notwithstanding the meaning of Section 3(c)(7foregoing sentence: (a) of the 0000 Xxx. The parties to any such assignment or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written no consent of the Administrative Agent. Notwithstanding anything contained in this Agreement Facility Guarantor shall be required for assignments or transfers to the contraryAffiliates of Lenders, Xxxxx Fargo other Lenders, KEXIM, K-sure or for securitization purposes of a Lender provided that such securitization shall continue to be managed by such Lender and it shall not need prior consent of the Borrower to consolidate with result in such Lender assigning or merge into transferring any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any Person.rights in view of such securitization process; (b) The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a copy of each Joinder Supplement and Transferee Letter delivered to it and a register for the recordation none of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the 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 Borrower, the Collateral Manager the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower, the Collateral Manager and any Lender, Obligors may at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive purchase or otherwise acquire any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. (d) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants and the principal amounts (and stated interest) of each such participant’s interest in the Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register Loan from any Existing Lender or a Substitute; (including c) in relation to an Existing Lender's rights under the identity of any participant Commercial Tranche, a Substitute may be only a Lender or any information relating to a participant’s interest in any Obligations) to any Person except other financial institution reasonably acceptable to the extent that Facility Guarantor, such disclosure is necessary Facility Guarantor's confirmation to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice deemed given if no response to the contrary. For contrary is received within seven (7) Business Days; (d) in relation to an Existing Lender's rights under the avoidance of doubtKEXIM Guaranteed Tranche, a Substitute may be only a Mandated Lead Arranger or other financial institution acceptable to the Administrative Agent Facility Guarantor and KEXIM, such Facility Guarantor's confirmation to be deemed given if no response to the contrary is received within seven (in its capacity as Administrative Agent7) shall have no responsibility for maintaining a Participant Register.Business Days; (e) Notwithstanding in relation to an Existing Lender's rights under the foregoing provisions KEXIM Funded Tranche, no consent of this Section 12.16 the Facility Guarantor shall be required for transfers to any Substitute following a direction or requirement from the Korean Government or any other provision agency thereof, provided that the Facility Guarantor shall be notified of this Agreement, any Lender may at any time assign all or any portion of its Advances as collateral security to the Federal Reserve Bank or, as applicable, to such Lender’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder)transfer. (f) Xxxxx Fargoin relation to an Existing Lender's rights under the K-sure Tranche: (i) a Substitute may be only a Mandated Lead Arranger or other financial institution acceptable to K-sure and the Facility Guarantor, as a Lendersuch Facility Guarantor's confirmation to be deemed given if no response to the contrary is received within seven (7) Business Days, hereby agrees and such Substitute may not be KEXIM; (ii) to retain at least 51% of the Commitments unless (a) an Event of Default occurs or (b) extent that it is required to sell do so by K-sure pursuant to the terms of any or all K-sure Insurance Policy, the K-sure transferor Lender shall cause a transfer to K-sure in respect of such part of its Commitments Commitment or (as the case may be) its portion of the relevant Advance under the K-sure Tranche as is equal to the amount simultaneously paid to it by Applicable Law K-sure under the relevant K-sure Insurance Policy, provided that this shall not be construed as depriving any K-sure transferor Lender of its rights to recover any part of the Total Commitments, Loan, Unpaid Sum or otherwise owing to it after receipt of the relevant K-sure Insurance Policy insurance proceeds; (iii) for the avoidance of doubt and without prejudice to the generality of the foregoing, in the event that K-sure pays out in full or in part the insurance proceeds in accordance with the terms of any K-sure Insurance Policy: (A) the obligations of the Obligors under this Agreement and each of the Finance Documents shall neither be reduced nor affected in any way; (B) K-sure shall be entitled to the extent of such payment to exercise all rights of the K-sure Lenders (whether present or future) against the Obligors pursuant to this Agreement and the Finance Documents or any regulatory authorityrelevant laws and/or regulations, as the case may be in respect of the Collateral and solely to the extent that these relate to such payment (but without prejudice to the exercise of such rights by the other Finance Parties) unless and until such insurance proceeds and the interest accrued on them are fully reimbursed to K-sure; and (C) with respect to the obligations of the Obligors owed to the Administrative Agent and/or the K-sure Lenders under the Finance Documents (or any of them), such obligations shall be owed to K-sure by way of subrogation of the rights of the K-sure Lenders.

Appears in 1 contract

Samples: Loan Agreement (Dorian LPG Ltd.)

Assignments by the Lenders. (a) Subject to Section 12.16(f12.16(e), each Lender may, with the prior written consent of the Borrower (such consent not to be (x) unreasonably withheld, conditioned or delayeddelayed or (y) required if an Event of Default has occurred and is continuing), at any time assign an interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment hereunder (or any portion thereof) to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurredoccurred and is continuing, no transfer of any Commitment (or any portion thereof) or Advance (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, Lender or (y) required by any change in Applicable Law or Governmental Authority applicable to such Lender (zwhich change or requirement shall be disclosed in reasonable detail to the Borrower unless such disclosure is prohibited by Applicable Law or a Governmental Authority) during a Default or an Event of Default and (iii) in the case of an assignment of any Commitment (or any portion thereof), ) or any Advance (or any portion thereof) ), the assignee executes and delivers to the Collateral ManagerServicer, the Borrower the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in F hereto; provided that no assignment by any Lender shall be effective if, after giving effect to such assignment, Xxxxx Fargo would hold 50% or less of the form aggregate Commitments (or, if the applicable Commitments have been terminated, 50% or less of Exhibit G hereto (a “Transferee Letter”the Advances Outstanding). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 Xxx1940 Act. The parties to any such assignment or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any Person. (b) The Administrative Agent, acting solely for this purpose as an agent of BorrowerXxxxxxxx, shall maintain a copy of each Joinder Supplement and Transferee Letter delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the 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 Borrower, the Collateral Manager Servicer the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower, the Collateral Manager Servicer and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant (A) agrees to be subject to the provisions of Section 2.12(g) as if it were an assignee hereunder; and (B) shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.12(g) with respect to the applicable participant. (d) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants and the principal amounts (and stated interest) of each such participant’s interest in the Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding the foregoing provisions of this Section 12.16 or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Advances or Commitments as collateral security to the a Federal Reserve Bank or, as applicable, to such LenderXxxxxx’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder). (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law or any regulatory authority.

Appears in 1 contract

Samples: Loan and Security Agreement (Blue Owl Credit Income Corp.)

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Lender may, with With the prior written consent of the Borrower (such which consent shall not to be unreasonably withheld, conditioned or delayed), each Lender may at any time assign an assign, or grant a security interest in, or sell a participation interest in in, any Advance (or portion thereof) or its Commitment hereunder to any Person; provided provided, that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) the such consent of the Borrower is not shall be required for any assignment (x) to any Affiliate following the occurrence of a LenderTermination Event, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iiiii) in the case of an assignment of the Structured Note with respect to such Lender, the assignee (other than any Commitment assignee described in the following provision) executes and delivers to the Servicer and the Deal Agent a fully-executed Assignment and Acceptance substantially in the form of Exhibit D hereto and a Transferee Letter substantially in the form of Exhibit V hereto, (iii) any Institutional Lender shall not need prior consent to at any time assign, or grant a security interest or sell a participation interest in, any Advance (or any portion thereof)) to an Affiliate of its related Lender Agent and (iv) any Conduit Lender shall not need prior consent to at any time assign, or grant a security interest or sell a participation interest in, any Advance (or portion thereof) to a Liquidity Bank or an Affiliate of its related Lender Agent. The Swingline Lender may at any time assign, or grant a security interest or sell a participation in, any Swingline Advance (or any portion thereof) to any Person; provided, that, in the case of an assignment of the Swingline Note, the assignee executes and delivers to the Collateral Manager, the Borrower the Administrative Agent Servicer and the Collateral Deal Agent a fully fully-executed Joinder Supplement Assignment and Acceptance substantially in the form of Exhibit H D hereto and a transferee letter Transferee Letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 XxxV hereto. The parties to any such assignment assignment, grant or sale of a participation interest by a Lender shall execute and deliver to such Lender the Deal Agent, for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such partiesparties and the Deal Agent. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents this Agreement without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any Person. (b) The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a copy of each Joinder Supplement and Transferee Letter delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the 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 Borrower, the Collateral Manager the Administrative Deal Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower, the Collateral Manager and any Lender, at any reasonable time and from time to time upon reasonable prior noticeHedge Counterparty. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. (d) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants and the principal amounts (and stated interest) of each such participant’s interest in the Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding the foregoing provisions of this Section 12.16 or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Advances as collateral security to the Federal Reserve Bank or, as applicable, to such Lender’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder). (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law or any regulatory authority.

Appears in 1 contract

Samples: Loan Funding and Servicing Agreement (American Capital Strategies LTD)

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Lender may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), at any time assign an interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment hereunder to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) in the case of an assignment of any Commitment (or any portion thereof), any Advance (or any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 Xxx. The parties to any such assignment or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any Person. (b) The Administrative Agent, acting solely for this purpose as an agent of BorrowerXxxxxxxx, shall maintain a copy of each Joinder Supplement and Transferee Letter delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the 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 Borrower, the Collateral Manager the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by BorrowerXxxxxxxx, the Collateral Manager and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. (d) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants and the principal amounts (and stated interest) of each such participant’s interest in the Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding the foregoing provisions of this Section 12.16 or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Advances as collateral security to the Federal Reserve Bank or, as applicable, to such LenderXxxxxx’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder). (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law or any regulatory authority.

Appears in 1 contract

Samples: Loan and Security Agreement (Crescent Capital BDC, Inc.)

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Each Lender may, with the prior written consent of the Borrower (such consent not to be (x) unreasonably withheld, conditioned or delayeddelayed or (y) required if an Event of Default has occurred and is continuing), at any time assign an interest in, or grant a security interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment hereunder or any VFN (or any portion thereof) to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) the consent of the Borrower is not required for any assignment (x) by a Lender to any Affiliate of a Lender, such Lender or (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iiiii) in the case of an assignment of any Commitment (or any portion thereof), any Advance (or any portion thereof) or of any VFN (or of any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower Borrower, the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a Transferee LetterLetter ”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 Xxx. The parties to any such assignment assignment, grant or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative AgentAgent and each Lender. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo Citibank shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof) or any VFN (or any portion thereof), to any Person. (b) The Administrative Agent, acting solely for this purpose as an agent of BorrowerXxxxxxxx, shall maintain a copy of each Joinder Supplement and Transferee Letter delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register“ Register ”). The entries in the Register shall be conclusive (absent manifest error), and the Borrower, the Collateral Manager the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by BorrowerXxxxxxxx, the Collateral Manager and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a13.16(a) shall be entitled to the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to by the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.132.13 , with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. (d) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants and the principal amounts (and stated interest) of each such participant’s interest in the Obligations (the Participant RegisterRegister ”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations and Section 1.163-5 of the proposed United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding the foregoing provisions of this Section 12.16 13.16 or any other provision of this Agreement, any Lender may at any time assign assign, pledge or grant a security interest in all or any portion of its Advances rights (including , without limitations, rights to payment of principal and interest) under this Agreement as collateral security to the Federal Reserve Bank or, as applicable, to such Lender’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder). (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% Notwithstanding the foregoing provisions of the Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law this Section 13.16 or any regulatory authorityother provision of this Agreement, no successorship or assignment by any party shall be effective without prior written notice to the Collateral Agent and confirmation from the Collateral Agent that they may legally transact business with the successor or assignee pursuant to the Section 13.24 and the Collateral Agent’s “know your customer” rules and regulations in effect from time to time.

Appears in 1 contract

Samples: Loan and Security Agreement (Oaktree Specialty Lending Corp)

Assignments by the Lenders. (a) Subject Each Lender may at any time assign, or xxxxx x Xxxx or sell a participation interest in, or sell any Funded Loan (or portion thereof) made by it to any Person; provided that (i) the assignee is able to make the representations and warranties specified in Section 12.16(f4.5 and (ii) in the case of an assignment of any Funded Loan (or any portion thereof), each Lender maythe assignee executes and delivers to (I) the Collateral Manager, with the Borrower, the Administrative Agent and the Collateral Custodian a fully executed Joinder Supplement and Transferee Letter and (II) the Administrative Agent, a fully executed Assignment Agreement; provided further that, prior written to the occurrence and continuance of an Event of Default, the consent of the Borrower shall be required for any such assignment (such consent not to be unreasonably withheld, conditioned or delayed), at any time assign an interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment hereunder to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) in the case of an assignment of any Commitment (or any portion thereof), any Advance (or any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 Xxx. The parties to any such assignment assignment, grant or sale of a participation interest shall by a Xxxxxx must execute and deliver to such Lender the Administrative Agent for its acceptance and recording in its books and records, records any such agreement or document as may be satisfactory to such parties. The No Borrower Party shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s its rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo shall not need neither the Lenders nor the Collateral Manager needs the prior consent of the Borrower any party to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assetsassets or property, including without limitation any Advance Funded Loan (or portion thereof), ) to any Person. (b) The Administrative Agent, acting solely for this purpose as an agent of Borrowerthe Borrower Parties, shall maintain at one of its lending offices, a copy of each Joinder Supplement and Supplement, Transferee Letter Letter, Assignment Agreement or any other document or instrument evidencing an assignment, grant or sale of a participation pursuant to Section 12.15(a) delivered to it and a register for the recordation of the names and addresses of the LendersLenders and the Maximum Permitted Funded Amount of, and the Commitments of, and principal amounts of (and stated interestinterest on) of the Obligations Outstanding Funded Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). Transfer by a Lender of its rights hereunder pursuant to this Section 12.15 will not take effect until the recording by the Administrative Agent of the identity of the transferee in the Register. The entries in the Register shall will be conclusive (absent manifest error), and the BorrowerBorrower Parties, the Collateral Manager Custodian, the Collateral Manager, 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 will be available for inspection by Borrowereach Borrower Party, the Collateral Custodian, the Collateral Manager and any Lender, Lender at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. (d) Each Lender that sells grants a participation shall, acting solely for this purpose as an agent of the BorrowerBorrower Parties, maintain a participant register on which it enters the name and address of the applicable participants each participant and the principal amounts of (and stated interestinterest on) of each such participant’s interest in the Obligations Funded Loan or other obligations under the Transaction Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register participant register (including the identity of any participant or any information relating to a participant’s interest in any Obligationsobligations under any Transaction Document) to any Person except to the extent that such disclosure is necessary to establish that such Obligation Funded Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations or Section 1.163-5(b) of the proposed United States Treasury Regulations. The entries in the Participant Register participant register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register participant register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding the foregoing provisions of this Section 12.16 or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Advances as collateral security to the Federal Reserve Bank or, as applicable, to such Lender’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder). (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law or any regulatory authority.

Appears in 1 contract

Samples: Revolving Loan Agreement (Owl Rock Core Income Corp.)

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Each Lender may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), may at any time assign an assign, or gxxxx x Xxxx or sell a participation interest in, or sell a participation interest in any Advance Funded Loan made by it (or portion thereof) or its Commitment hereunder to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an during the Aggregation Period (and so long as no Event of Default has occurred, occurred and is continuing) no transfer of any Advance Funded Loan (or any portion thereof) shall may be made unless without the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&PCollateral Manager’s prior consent, (ii) the consent of assignee is able to (and does) make the Borrower is not required for any assignment (x) to any Affiliate of a Lenderrepresentations and warranties specified in Section 4.5, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) in the case of an assignment of any Commitment Funded Loan (or any portion thereof), any Advance (or any portion thereof) the assignee executes and delivers to (I) the Collateral Manager, the Borrower Borrower, the Administrative Agent and the Collateral Agent Custodian a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in fully executed Transferee Letter and (II) the form Administrative Agent, a fully executed Assignment Agreement and (iv) no Disqualified Institution may be the assignee of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within any Funded Loan without the meaning of Section 3(c)(7) prior written consent of the 0000 XxxCollateral Manager. The parties to any such assignment assignment, grant or sale of a participation interest shall by a Lender must execute and deliver to such Lender the Administrative Agent for its acceptance and recording in its books and records, records any such agreement or document as may be satisfactory to such parties. Notwithstanding any assignment of a participation interest by a Lender, such Lender shall remain solely responsible for the performance of its obligations hereunder, and the Borrower, the Collateral Manager, the Administrative Agent and the Collateral Custodian shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo shall not need neither the Lenders nor the Collateral Manager needs the prior consent of the Borrower any party to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assetsassets or property, including without limitation any Advance Funded Loan (or portion thereof), ) to any Person. (b) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its lending offices, a copy of each Joinder Supplement and Supplement, Transferee Letter Letter, Assignment Agreement or any other document or instrument evidencing an assignment, grant or sale of a participation pursuant to Section 12.15(a) delivered to it and a register for the recordation of the names and addresses of the LendersLenders and the Maximum Permitted Draw Amount of, and the Commitments of, and principal amounts (and stated interest) of the Obligations Outstanding Funded Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). Transfer by a Lender of its rights hereunder pursuant to this Section 12.15 will not take effect until the recording by the Administrative Agent of the identity of the transferee in the Register. The entries in the Register shall will be conclusive (absent manifest error), and the Borrower, the Collateral Manager Custodian, the Collateral Manager, the Administrative Agent and the Lenders shall 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 will be available for inspection by Borrower, the Collateral Custodian, the Collateral Manager and any Lender, Lender at any reasonable time and from time to time upon reasonable prior notice. Any assignment, grant or sale of a participation in violation of the terms of this Section 12.15 (or attempted assignment, grant or sale of a participation, as the case may be) shall be null and void and of no legal force and effect. (c) Each Lender that grants a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a participant register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Funded Loan or other obligations under the Transaction Documents; provided that no Lender shall have any obligation to disclose all or any portion of the participant register (including the identity of any participant or any information relating to a participant’s interest in any obligations under any Transaction Document) to any Person except to the extent that such disclosure is necessary to establish that such Funded Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the participant register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the participant register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. (d) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits of Section 2.12 Sections 2.11 and Section 2.13 2.17 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f2.17(f) (it being understood that the documentation required under Section 2.13(f2.17(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignmentassignment pursuant to paragraph (a) of this Section; provided that such participant (A) agrees to be subject to the provisions of Section 2.18 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Section 2.12 2.11 or Section 2.132.17, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any a change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. (d) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants and the principal amounts (and stated interest) of each such participant’s interest in the Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding the foregoing provisions of this Section 12.16 or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Advances as collateral security to the Federal Reserve Bank or, as applicable, to such Lender’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder). (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law or any regulatory authority.

Appears in 1 contract

Samples: Revolving Loan Agreement (TP Flexible Income Fund, Inc.)

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Each Lender may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), may at any time assign an assign, or grant a security interest in, or sell a participation interest in or sell any Loan Advance or Commitment (or portion thereof) or its Commitment hereunder any Note (or any portion thereof) to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation)as applicable, and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Loan Advance or Commitment (or any portion thereof) or of any Note (or any portion thereof) shall be made unless such transfer is exempt from the transferee has registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities Act and such laws, and is made only to either an “accredited investor” as defined in paragraphs (a)(1), (2), (3), or (7) of Rule 501 of Regulation D under the Securities Act or any entity in which all of the equity owners come within such paragraphs or to a long-term unsecured debt rating of Baa2qualified institutional buyeror above from Xxxxx’x or as defined in Rule 144A under the Securities Act which in each case is a BBBqualified purchaseror above from S&Pas defined in the 1940 Act, (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) in the case of an assignment of any Loan Advance or Commitment (or any portion thereof), ) or of any Advance Note (or of any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower and the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto (unless such assignee is already a Lender hereunder) and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within , (iii) the meaning of Section 3(c)(7) consent of the 0000 XxxAdministrative Agent shall be required for any assignment, and (iv) the consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed and shall be deemed given if no response is made by the Borrower within five (5) Business Days after delivery to the Borrower of notice of a proposed assignment) shall be required for any assignment; provided, however, the consent of the Borrower shall not be required (i) with respect to an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, (ii) unless such assignment is to a Competitor, if such assignment is required by Applicable Law or any Governmental Authority or (iii) unless such assignment is to a Competitor, after the occurrence and continuance of an Event of Default. The parties to any such assignment assignment, grant or sale of a participation interest shall execute and deliver to such assigning Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien to (except other than Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo (i) Ally Bank shall not need prior consent of the Borrower or any other party hereto to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (as part of such a transaction all or portion thereof)substantially all of its Loan Advances, Commitments and Notes, to any Person, (ii) [reserved], or (iii) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.16(b), then, in each case, the Administrative Agent shall have the right to cause such Person to assign its entire interest in the Loan Advances and Commitments and this Agreement to a transferee selected by the Administrative Agent prior to the occurrence of an Event of Default with the consent of the Borrower, in an assignment which satisfies the conditions set forth in the first sentence of this Section 12.16(a). Assignments shall be subject to the following additional conditions: (1) no assignments shall be made to (x) the Borrower or any of the Borrower’s Affiliates or Subsidiaries or (y) 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 (1); (2) no assignments shall be made to a natural person; (3) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Xxxxxx’s Commitment or Loan Advances of any class, the amount of the Commitment or Loan Advances of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that, unless such assignment is to a Competitor, no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing; (4) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement; provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations in respect of one (1) class of Commitments or Loan Advances; (5) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, 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 (6) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its affiliates and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws, and containing payment instruction for such assignee. (b) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its lending offices, a copy of each Joinder Supplement and Transferee Letter transfer pursuant to Section 12.16(a) delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Obligations Loan Advances owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). Transfer by a Lender of its rights hereunder or under any Note may be effected only by the recording by the Administrative Agent of the identity of the transferee in the Register. The entries in the Register shall be conclusive (absent manifest error), and the Borrower, the Collateral Manager 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 Borrower, the Collateral Manager Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. (d) . Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants each participant and the principal amounts (and stated interest) of each such participant’s interest in the Obligations Commitments, Loan Advances or other obligations under the Transaction Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any ObligationsCommitments, Loan Advances or its other obligations under any Transaction Document) to any Person except to the extent that such disclosure is necessary to establish that such Obligation Commitment, Loan Advance or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (ec) Notwithstanding The Collateral Custodian and the foregoing provisions of this Section 12.16 or any other provision of this AgreementDocument Agent may, any Lender may at any time time, assign all or any portion part of its Advances rights and obligations hereunder as Collateral Custodian or as Document Agent, as applicable; provided, however, that any such assignee shall (i) be a bank, trust company or other financial institution organized and doing business under the laws of the United States or of any state thereof, (ii) be authorized under such laws to exercise corporate trust powers, (iii) have a combined capital and surplus of at least $200,000,000, (iv) be subject to supervision or examination by a United States federal or state banking authority, (v) have a long-term unsecured debt rating of at least “Baa1” by Xxxxx’x and “BBB+” by S&P, (vi) have an office within the United States; (vii) be in the business of providing collateral security custodian services consistent with those required pursuant to this Agreement and (viii) be otherwise reasonably acceptable to the Federal Reserve Bank orAdministrative Agent and, prior to the occurrence of an Event of Default, the Borrower and the Collateral Manager; and provided, further, that such assignment shall not be effective unless (i), prior to such assignment, the Collateral Custodian shall have given ninety (90) days written notice to the Borrower, the Collateral Manager, the Administrative Agent and each Lender describing such assignment and (ii) such assignee has assumed the responsibilities and obligations of the Collateral Custodian or the Document Agent, as applicable, being assigned to such Lender’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder)it in writing. (fd) Xxxxx FargoThe Borrower agrees that each participant shall be entitled to the benefits of Sections 2.12 and 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(g) (it being understood that the documentation required under Section 2.13(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender, hereby Lender and had acquired its interest by assignment pursuant to Section 12.16(b); provided that such participant (A) agrees to retain at least 51% be subject to the provisions of Section 2.17 as if it were an assignee under Section 12.16(a); and (B) shall not be entitled to receive any greater payment under Section 2.12 or 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the Commitments extent such entitlement to receive a greater payment results from a change in law that occurs after the participant acquired the applicable participation; provided, further, that the terms of any such participation shall not entitle the participant to direct such Lender as to the manner in which it votes in connection with any amendment, supplement or other modification of this Agreement or any waiver or consent with respect to any departure from the terms hereof, in each case unless (a) an Event and to the extent that the subject matter thereof is one as to which the consent of Default occurs or (b) it all Lenders is required in order to sell approve the same. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.17 with respect to any or all participant. Each Loan Party further agrees to use commercially reasonable efforts to assist the Arranger in seeking completion of its Commitments by Applicable Law or any regulatory authoritya timely syndication reasonably satisfactory to the Arranger.

Appears in 1 contract

Samples: Loan, Security and Collateral Management Agreement (Phillip Street Middle Market Lending Fund LLC)

Assignments by the Lenders. Each Lender (aother than a Defaulting Lender) Subject may sell, transfer, negotiate or assign all or a portion of its rights and obligations hereunder (including all or a portion of its Loan Commitment and its rights and obligations with respect to Section 12.16(f), each Lender may, with the prior written consent of the Borrower (such consent not Loan) to be unreasonably withheld, conditioned or delayed), at any time assign an interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment hereunder to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless any existing Lender (other than a Default or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&PDefaulting Lender), (ii) any Affiliate or Approved Fund of any existing Lender (so long as such Person would not, upon acceptance of such rights and obligations hereunder, constitute a Defaulting Lender) or (iii) any other Person (other than Borrowers, Guarantor or an Affiliate thereof) acceptable (which acceptance shall not be unreasonably withheld or delayed) to Administrative Agent (each such transferee, assignee or purchaser herein called a “Lender Transferee”); provided, however, that the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loan subject to any such sale shall be in a minimum amount of $3,000,000, unless such sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in the Loan or is made with the prior consent of Administrative Agent. A Defaulting Lender may not sell, transfer, negotiate or assign all or a portion of its rights and obligations hereunder except with Administrative Agent’s consent or at Administrative Agent’s direction in accordance with Section 2.18(c) hereof unless the circumstance which caused such Lender to become a Defaulting Lender will be fully cured in connection with such sale, transfer, negotiation or assignment. A Defaulting Lender (or Person that would constitute a Defaulting Lender upon acceptance of rights and obligations hereunder) may not be the recipient of the sale, transfer, negotiation or assignment of any rights or obligations hereunder except with the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) in the case of an assignment of any Commitment (or any portion thereof), any Advance (or any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 Xxx. The parties to any such assignment or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any PersonRequired Xxxxxxx. (b) The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a copy of each Joinder Supplement and Transferee Letter delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the 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 Borrower, the Collateral Manager the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower, the Collateral Manager and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. (d) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants and the principal amounts (and stated interest) of each such participant’s interest in the Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding the foregoing provisions of this Section 12.16 or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Advances as collateral security to the Federal Reserve Bank or, as applicable, to such Lender’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder). (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law or any regulatory authority.

Appears in 1 contract

Samples: Loan Agreement (Healthcare Trust, Inc.)

Assignments by the Lenders. Each Lender may assign any of its Loans, its Note, its Commitment and its Letter of Credit Interest (a) Subject to Section 12.16(f), each Lender may, but only with the prior written consent of, in the case of an outstanding Commitment, the Borrower and the Administrative Agent and, in the case of a Commitment or a Letter of Credit Interest, the Issuing Lender, such consents not to be unreasonably withheld or delayed); provided that (i) no such consent by the Borrower or the Administrative Agent shall be required in the case of any assignment to another Lender or to an Affiliate of a Lender; (ii) except to the extent the Borrower and the Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender) shall be in an amount at least equal to the lesser or (A) $5,000,000 or (B) the then aggregate remaining balance of such Lender's Loans, Note, Commitment and Letter of Credit Interest; and (iii) each such assignment by a Lender of its Loans, Note, Commitment or Letter of Credit Interest shall be made in such manner so that the same portion of its Loans, Note, Commitment and Letter of Credit Interest is assigned to the respective assignee. Notwithstanding anything to the contrary contained in this paragraph, any consent of the Borrower otherwise required under this paragraph (b) shall not be required if an Event of Default has occurred and is continuing. Upon execution and delivery by the assignee to the Borrower, the Administrative Agent and the Issuing Lender of an Assignment and Acceptance pursuant to which such assignee agrees to become a "Lender" hereunder (if not already a Lender) having the Commitment, Loans and, if applicable, Letter of Credit Interest specified in such instrument, and upon consent not thereto by the Borrower, the Administrative Agent and the Issuing Lender to be unreasonably withheldthe extent required above, conditioned or delayedthe assignee shall have, to the extent of such assignment (unless otherwise consented to by the Borrower, the Administrative Agent and the Issuing Lender), at any time assign an interest inthe obligations, rights and benefits of a Lender hereunder holding the Commitment, Loans and, if applicable, Letter of Credit Interest (or sell a participation interest portions thereof) assigned to it (in any Advance addition to the Commitment, Loans and Letter of Credit Interest, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Lender or its Commitment hereunder to any Person; provided that, each transferee assignee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) in the case of an assignment of any Commitment (or any portion thereof), any Advance (or any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower pay the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form an assignment fee of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 Xxx. The parties to any such assignment or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any Person$3,500. (b) The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a copy of each Joinder Supplement and Transferee Letter delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the 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 Borrower, the Collateral Manager the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower, the Collateral Manager and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. (d) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants and the principal amounts (and stated interest) of each such participant’s interest in the Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding the foregoing provisions of this Section 12.16 or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Advances as collateral security to the Federal Reserve Bank or, as applicable, to such Lender’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder). (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law or any regulatory authority.

Appears in 1 contract

Samples: Credit Agreement (Entertainment Properties Trust)

Assignments by the Lenders. (a) Subject to Section 12.16(fEach Lender may assign any of its Loans, its Note and its Commitment (but only with the consent of Administrative Agent, which consent shall not be unreasonably withheld or delayed and which consent shall not be required if the Lender assigning its Loan is Administrative Agent), each provided that: (i) no such consent by Administrative Agent shall be required in the case of any assignment by any Lender may, to another Lender or an Affiliate of such Lender or such other Lender except to the extent that Administrative Agent has reserved the right to consent to further assignments to a Lender in connection with the prior written granting of its consent to the initial assignment to such Lender; (ii) except to the extent Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an Affiliate of a Lender) shall be in an amount at least equal to Five Million Dollars ($5,000,000) or, if less, the entire amount of the Borrower assigning Lender’s Loans and Commitment; (iii) each such assignment (including an assignment to another Lender or an Affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans and Commitment is assigned to the respective assignee; (iv) subject to the applicable Lender’s compliance with the provisions of clauses (ii) and (iii) above, Administrative Agent’s consent shall not to be unreasonably withheld, delayed or conditioned if such assignment is made to an Eligible Institution and the provisions of clause (v) have been satisfied; (v) unless an Event of Default shall exist at the time of such assignment, the consent of Borrower (which consent shall not be unreasonably withheld or delayed) shall be required for any assignment (A) to a Competitor or (B) to a Person that is not an Approved Fund or an Eligible Institution; 108 (vi) any such assignment shall be at no out-of-pocket cost to Borrower or the assigning party shall reimburse Borrower for any reasonable out-of-pocket costs and expenses incurred by Borrower in connection with such assignment; (vii) upon execution and delivery by the assignee (even if already a Lender) to Borrower and Administrative Agent of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrument, and upon consent thereto by Administrative Agent to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative Agent), at any time assign an interest inthe obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or sell a participation interest portions thereof) assigned to it (in any Advance addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) or its Commitment hereunder to any Person; provided thatso assigned. Upon each such assignment the assigning Lender shall pay Administrative Agent a processing and recording fee of $3,500 and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assignee, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) the consent of the Borrower if it is not required for any assignment (x) to any Affiliate of already a Lender, shall deliver to Administrative Agent an Administrative Questionnaire; (yviii) required each such assignment by a Lender of its Loans or Commitment shall not require any change processing, recording, administrative, or similar fee or payment by Borrower to Administrative Agent or any Lender in Applicable Law or connection with such assignment. (zb) during From and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a Default or an Event party hereto and, to the extent of Default the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (iii) and, in the case of an assignment Assignment and Assumption covering all of any Commitment (or any portion thereof)the assigning Lender’s rights and obligations under this Agreement, any Advance (or any portion thereof) the assignee executes and delivers such Lender shall cease to be a party hereto but shall continue to be entitled to the Collateral Managerbenefits of Sections 2.2.3, 2.2.4, 2.15.1 and 11.23 for the Borrower period prior to the Administrative Agent assignment evidenced by the Assignment and the Collateral Agent a fully executed Joinder Supplement substantially Assumption); provided, however, that in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each no event shall such assigning Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 Xxx. The parties be released with respect to any defaults by or liabilities of such Lender under the Loan Documents which accrued prior to such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.20.1 shall be treated for purposes of this Agreement as a sale by such Lender of a participation interest shall execute in such rights and deliver to such Lender for its acceptance and recording obligations in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo shall not need prior consent of the Borrower to consolidate accordance with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any Person. (b) The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a copy of each Joinder Supplement and Transferee Letter delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the 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 Borrower, the Collateral Manager the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower, the Collateral Manager and any Lender, at any reasonable time and from time to time upon reasonable prior noticeSection 11.20.3. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be entitled deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the benefits of Section 2.12 extent and Section 2.13 (subject to the requirements and limitations thereinas provided for in any applicable Legal Requirements, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender Federal Electronic Signatures in Global and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. (d) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants and the principal amounts (and stated interest) of each such participant’s interest in the Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubtNational Commerce Act, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding the foregoing provisions of this Section 12.16 New York State Electronic Signatures and Records Act, or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Advances as collateral security to similar state laws based on the Federal Reserve Bank or, as applicable, to such Lender’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder). (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law or any regulatory authority.Uniform Electronic Transactions Act. 109

Appears in 1 contract

Samples: Loan Agreement (American Realty Capital New York City REIT, Inc.)

Assignments by the Lenders. (a) Subject to Section 12.16(f), The Borrowers hereby -------------------------- acknowledge and agree that each Lender may, may at any time with the prior written consent of the Borrower Borrowers (such so long as no Default or Event of Default has occurred and is continuing) and the consent of the Administrative Agent, which consents shall not to be unreasonably withheld, conditioned assign to one or delayedmore Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including without limitation all or a portion of the Extensions of Credit at the time owing to it and the Notes held by it), at any time assign an interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment hereunder to any Person; provided that, that (A) each transferee such assignment -------- shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation)of a constant, and provided further that not a varying percentage, of all such assigning Lender's rights and obligations under this Agreement; (iB) unless a Default or an Event if less than all of Default has occurredthe assigning Lender's Commitment is to be assigned, no transfer of any Advance the Commitment so assigned shall not be less than $5,000,000; (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (iiC) the consent of parties to each such assignment shall execute and deliver to the Borrower is not required Administrative Agent, for any assignment (x) to any Affiliate of a Lenderits acceptance and recording, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) in the case of an assignment of any Commitment agreement (or any portion thereof), any Advance (or any portion thereofan "Assignment Agreement") the assignee executes and delivers to the Collateral Manager, the Borrower the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto hereto, together with any Note or Notes subject to such assignment; (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within D) such assignment shall not, without the meaning of Section 3(c)(7) consent of the 0000 Xxx. The parties Borrowers, require the Borrowers to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Loans or any Note under the blue sky laws of any state; (E) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,000 upon the execution by such Lender of the Assignment Agreement; provided that no such fee shall be payable upon any assignment or sale by a -------- Lender to an Affiliate thereof; (F) the assignee thereunder shall be a party to this Agreement and, to the extent provided in such Assignment Agreement, have the rights and obligations of a participation interest Lender hereunder; (G) the assigning Lender thereunder shall, to the extent provided in such Assignment Agreement, be released from its obligations under this Agreement; and (H) upon receipt of an Assignment Agreement from an assigning Lender and an Eligible Assignee, the Administrative Agent shall promptly deliver a copy of such Assignment Agreement to the Borrowers. Within five (5) Business Days after receipt of notice, the Borrowers shall execute and deliver to the Lender, in exchange for the Note or Notes to be surrendered in the manner set forth below, a new Note or Notes payable to the order of such Lender for its acceptance and recording Eligible Assignee in its books and records, such agreement or document as may be satisfactory an amount equal to the Commitment assumed by it pursuant to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) Assignment Agreement and a new Note payable to exist upon, any the order of the Borrower’s rights, obligations assigning Lender in an amount equal to the Commitment retained by it hereunder. Such new Note or duties under Notes shall be in an aggregate principal amount equal to the Transaction Documents without the prior written consent aggregate principal amount of the Administrative Agentsurrendered Note, shall be dated the effective date of such Assignment Agreement and shall otherwise be in substantially the form of the surrendered Note. Notwithstanding anything contained in this Agreement Each surrendered Note shall be canceled and returned to the contrary, Xxxxx Fargo shall not need prior consent Borrowers concurrent with the Borrowers' delivery of the Borrower to consolidate with new Note or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any PersonNotes . (b) The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a copy of each Joinder Supplement and Transferee Letter delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the 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 Borrower, the Collateral Manager the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower, the Collateral Manager and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. (d) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants and the principal amounts (and stated interest) of each such participant’s interest in the Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding the foregoing provisions of this Section 12.16 or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Advances as collateral security to the Federal Reserve Bank or, as applicable, to such Lender’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder). (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law or any regulatory authority.

Appears in 1 contract

Samples: Credit Agreement (Urban Outfitters Inc)

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Lender may, with With the prior written consent of the Borrower (such which consent shall not to be unreasonably withheld) and the Administrative Agent, conditioned or delayed), each Lender may at any time assign an assign, grant a security interest in, or sell a participation interest in such Lender’s rights and obligations hereunder and interest herein in whole or in part and/or any Advance (or portion thereof) or its Commitment hereunder any VFN (or any portion thereof) to any PersonPerson rated “A3” or higher by Xxxxx’x or “A” or higher by S&P; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) or of any VFN (or any portion thereof) shall be made unless such transfer is exempt from the transferee has registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities Act and such laws, and is made only to either an “accredited investor” as defined in paragraphs (a)(1), (2), (3), or (7) of Rule 501 of Regulation D under the Securities Act (or any entity in which all of the equity owners are entities described within such paragraphs) or to a long-term unsecured debt rating of Baa2qualified institutional buyeror above from Xxxxx’x or “BBB” or above from S&Pas defined in Rule 144A under the Securities Act, (ii) following the occurrence and during the continuation of an Event of Default, no such consent of the Borrower is shall be required and the Person to whom the Lender assigns, grants a security interest or sells a participation interest of any Advance (or portion thereof) or VFN (or portion thereof) shall not be required for any assignment (x) to any Affiliate meet the aforementioned rating threshold of a Lender“A3” or higher by Xxxxx’x or “A” or higher by S&P, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) in the case of an assignment of any Commitment (or any portion thereof), any Advance (or any portion thereof) or of any VFN (or of any portion thereof), the assignee executes and delivers to the Collateral ManagerServicer, the Borrower and the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter Transferee Letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each , (iv) any Lender hereby represents and warrants that is may assign or participate all or a “Qualified Purchaser” within portion of its interests hereunder or under its VFN without the meaning of Section 3(c)(7) consent of the 0000 XxxBorrower to any Person rated “A3” or higher by Xxxxx’x or “A” or higher by S&P upon such Lender’s good faith determination that such assignment or participation is required for regulatory reasons, and (v) no Lender shall need prior consent of the Borrower to assign, grant a security interest in, sell a participation interest in any Advance (or portion thereof) or any VFN (or portion thereof) to an Affiliate or another Lender that meets the aforementioned ratings thresholds. Notwithstanding anything contained in this Agreement to the contrary, if any Lender (other than Xxxxx Fargo) becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then, in each case, the Administrative Agent with consent of Borrower (not to be unreasonably withheld) shall have the right to cause such Person to assign its entire interest in the Advances and this Agreement to a transferee selected by the Administrative Agent in an assignment which satisfies the conditions set forth in the first sentence of this Section 13.16(a). The parties to any such assignment assignment, grant or sale of a participation interest shall execute and deliver to such Lender the Administrative Agent, for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such partiesparties and the Administrative Agent. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents this Agreement without the prior written consent of the Administrative Agent. . (b) Notwithstanding anything contained any other provision of this Section 13.16, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement to the contrarysecure obligations of such Lender to a Federal Reserve Bank, Xxxxx Fargo shall not need prior without notice to or consent of the Borrower to consolidate with or merge into the Administrative Agent; provided that no such pledge or grant of a security interest shall release such Lender from any other Person or convey or transfer substantially all of its properties and assetsobligations hereunder, including without limitation or substitute any Advance (such pledgee or portion thereof), to any Persongrantee for such Lender as a party hereto. (bc) The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain at one of its lending offices, a copy of each Joinder Supplement and Transferee Letter transfer pursuant to Section 13.16(a) delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Obligations Advances owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). Transfer by a Lender of its rights hereunder or under any VFN may be effected only by the recording by the Administrative Agent of the identity of the transferee in the Register. The entries in the Register shall be conclusive (absent manifest error)conclusive, and the Borrower, the Collateral Manager Servicer the Administrative Agent and the Lenders shall 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 register shall be available for inspection by Borrower, the Collateral Manager Servicer and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. (d) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants and the principal amounts (and stated interest) of each such participant’s interest in the Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding the foregoing provisions of this Section 12.16 or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Advances as collateral security to the Federal Reserve Bank or, as applicable, to such Lender’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder). (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law or any regulatory authority.

Appears in 1 contract

Samples: Loan and Security Agreement (NewStar Financial, Inc.)

Assignments by the Lenders. (a) Subject to Section 12.16(f)this Clause 30, each a Lender (the “Existing Lender”) may, with subject to the Facility Guarantor’s prior written consent of the Borrower (such consent consent, not to be unreasonably withheld, conditioned withheld or delayed), at any time assign an interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment hereunder to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and delayed as long as no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurredoccurred or is continuing, assign, transfer or novate all or any part of its rights under the Finance Documents to another bank or financial institution (a “Substitute”; it being agreed that following the occurrence of an Event of Default, no transfer of any Advance (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a LenderFacility Guarantor shall be required, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) in the case of an assignment of any Commitment (or any portion thereof), any Advance (or any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially Substitute may also include a trust, fund or other entity which is regularly engaged in or established for the form purpose of Exhibit G hereto (a “Transferee Letter”making, purchasing or investing in loans, securities or other financial assets). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within Notwithstanding the meaning of Section 3(c)(7foregoing sentence: (a) of the 0000 Xxx. The parties to any such assignment or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written no consent of the Administrative Agent. Notwithstanding anything contained in this Agreement Facility Guarantor shall be required for assignments or transfers to the contraryAffiliates of Lenders, Xxxxx Fargo other Lenders, KEXIM, K-sure or for securitization purposes of a Lender provided that such securitization shall continue to be managed by such Lender and it shall not need prior consent of the Borrower to consolidate with result in such Lender assigning or merge into transferring any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any Person.rights in view of such securitization process; (b) The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a copy of each Joinder Supplement and Transferee Letter delivered to it and a register for the recordation none of the names Obligors, Dorian Holdings LLC nor any of their respective directors and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”)officers nor Xx. The entries in the Register shall be conclusive (absent manifest error), and the Borrower, the Collateral Manager the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower, the Collateral Manager and any Lender, Xxxx Xxxxxxxxxxxx may at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive purchase or otherwise acquire any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. (d) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants and the principal amounts (and stated interest) of each such participant’s interest in the Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register Loan from any Existing Lender or a Substitute; (including c) in relation to an Existing Lender’s rights under the identity of any participant Commercial Tranche, a Substitute may be only a Lender or any information relating to a participant’s interest in any Obligations) to any Person except other financial institution reasonably acceptable to the extent that Facility Guarantor, such disclosure is necessary Facility Guarantor’s confirmation to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice deemed given if no response to the contrary. For contrary is received within seven (7) Business Days; (d) in relation to an Existing Lender’s rights under the avoidance of doubtKEXIM Guaranteed Tranche, a Substitute may be only a Mandated Lead Arranger or other financial institution acceptable to the Administrative Agent Facility Guarantor and KEXIM, such Facility Guarantor’s confirmation to be deemed given if no response to the contrary is received within seven (in its capacity as Administrative Agent7) shall have no responsibility for maintaining a Participant Register.Business Days; (e) Notwithstanding in relation to an Existing Lender’s rights under the foregoing provisions KEXIM Funded Tranche, no consent of this Section 12.16 the Facility Guarantor shall be required for transfers to any Substitute following a direction or requirement from the Korean Government or any other provision agency thereof, provided that the Facility Guarantor shall be notified of this Agreement, any Lender may at any time assign all or any portion of its Advances as collateral security to the Federal Reserve Bank or, as applicable, to such Lender’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder)transfer. (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law or any regulatory authority.

Appears in 1 contract

Samples: Loan Agreement (Dorian LPG Ltd.)

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Lender may, with With the prior written consent of the Borrower (such which consent shall not to be unreasonably withheld, conditioned or delayed), any Lender may at any time assign an assign, or grant a security interest in, or sell a participation interest in in, any Advance or Commitment (or portion thereof) or its Commitment hereunder to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) the such consent of the Borrower is not shall be required for any assignment (x) to any Affiliate following the occurrence of a LenderTermination Event, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iiiii) in the case of an assignment of any the Commitment (or any portion thereof)with respect to such Lender, any Advance (or any portion thereof) the assignee executes (other than any assignee that is a Liquidity Bank) shall execute and delivers deliver to the Collateral Manager, the Borrower Servicer and the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto I hereto, and (iii) no Lender shall need prior consent to at any time assign, or grant a transferee letter substantially in the form security interest or sell a participation interest in, any Advance (or portion thereof) to an Affiliate, to a Liquidity Bank or to any commercial paper conduit sponsored by DZ Bank or an Affiliate of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 XxxDZ Bank. The parties to any such assignment or sale of a participation interest by a Lender shall execute and deliver to such Lender the Administrative Agent, for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such partiesparties and the Administrative Agent. The Borrower Neither the Borrower, the Originator nor the Servicer shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s its rights, obligations or duties under the Transaction Documents this Agreement without the prior written consent of the Administrative Agent. Notwithstanding anything contained The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for the purpose of this Section 13.16, to maintain a register (the “Register”) on which the Administrative Agent will record each Lender’s Commitment, the Advances made by each Lender and each repayment in this Agreement to the contrary, Xxxxx Fargo shall not need prior consent respect of the Borrower principal amount of the Advances (and any interest thereon) of each Lender, and annexed to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any Person. (b) The which the Administrative Agent, acting solely for this purpose as an agent of Borrower, Agent shall maintain retain a copy of each Joinder Supplement and Transferee Letter delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Obligations owing to, each Lender Administrative Agent pursuant to this Section. Failure to make any recordation, or any error in such recordation, shall not affect the terms hereof from time to time (the “Register”)Borrower’s or any other Person’s obligations in respect of such Advances. The entries in the Register shall be conclusive (absent manifest errorprovided, however, that any failure to make any recordation or any error in such recordation shall be corrected by the Administrative Agent upon notice or discovery thereof), and the Borrower, the Collateral Manager the Administrative Agent and the Lenders shall treat each Person in whose name an Advance is recorded in registered as the Register pursuant to the terms hereof as a Lender hereunder owner thereof for all purposes of this Agreement. The Register shall be available for inspection by Borrower, the Collateral Manager and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of notwithstanding notice or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. (d) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants and the principal amounts (and stated interest) of each such participant’s interest in the Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice provision herein to the contrary. For A Lender’s Commitment and the avoidance Advances made pursuant thereto may be assigned or otherwise transferred in whole or in part only by registration of doubt, such assignment or transfer in the Register. Any assignment or transfer of a Lender’s Commitment or the Advances made pursuant thereto shall be registered in the Register only upon delivery to the Administrative Agent (in its capacity as Administrative Agent) of a Joinder Supplement duly executed by the assignor thereof. No assignment or transfer of a Lender’s Commitment or the Advances made pursuant thereto shall be effective unless such assignment or transfer shall have no responsibility for maintaining a Participant Registerbeen recorded in the Register by the Administrative Agent as provided in this Section. (e) Notwithstanding the foregoing provisions of this Section 12.16 or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Advances as collateral security to the Federal Reserve Bank or, as applicable, to such Lender’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder). (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law or any regulatory authority.

Appears in 1 contract

Samples: Revolving Credit Agreement (Sparta Commercial Services, Inc.)

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Assignments by the Lenders. (a) Subject to Section 12.16(f12.16(e), each Lender may, with the prior written consent of the Borrower (such consent not to be (x) unreasonably withheld, conditioned or delayeddelayed or (y) required if an Event of Default has occurred and is continuing), at any time assign an interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment hereunder (or any portion thereof) to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurredoccurred and is continuing, no transfer of any Commitment (or any portion thereof) or Advance (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, Lender or (y) required by any change in Applicable Law or (z) during a Default or an Event of Default Governmental Authority applicable to such Lender and (iii) in the case of an assignment of any Commitment (or any portion thereof), ) or any Advance (or any portion thereof) ), the assignee executes and delivers to the Collateral Manager, the Borrower the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”)F hereto. Each Lender hereby represents and warrants that it is a “Qualified Purchaser” within as defined in the meaning of Section 3(c)(7) of the 0000 Xxx1940 Act. The parties to any such assignment or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative AgentAgent and each Lender. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any Person. (b) The Administrative Agent, acting solely for this purpose as an agent of BorrowerXxxxxxxx, shall maintain a copy of each Joinder Supplement and Transferee Letter delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of (and stated interestinterest on) of the 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 Borrower, the Collateral Manager the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower, the Collateral Manager and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant (A) agrees to be subject to the provisions of Section 2.12(g) as if it were an assignee hereunder; and (B) shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.12(g) with respect to the applicable participant. (d) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants and the principal amounts of (and stated interestinterest on) of each such participant’s interest in the Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding the foregoing provisions of this Section 12.16 or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Advances or Commitments as collateral security to the a Federal Reserve Bank or, as applicable, to such LenderXxxxxx’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder). (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law or any regulatory authority.

Appears in 1 contract

Samples: Loan and Security Agreement (Stepstone Private Credit Fund LLC)

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Lender may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), at any time assign an interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment hereunder to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) in the case of an assignment of any Commitment (or any portion thereof), any Advance (or any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 Xxx. The parties to any such assignment or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any Person. (b) The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a copy of each Joinder Supplement and Transferee Letter delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the 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 Borrower, the Collateral Manager the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower, the Collateral Manager Manager, the Collateral Agent and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. (d) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants and the principal amounts (and stated interest) of each such participant’s interest in the Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding the foregoing provisions of this Section 12.16 or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Advances as collateral security to the Federal Reserve Bank or, as applicable, to such Lender’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder). (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law or any regulatory authority.

Appears in 1 contract

Samples: Loan and Security Agreement (Palmer Square Capital BDC Inc.)

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Lender may, with With the prior written consent of the Borrower (such which consent shall not to be unreasonably withheld, conditioned or delayed), each Lender may at any time assign an assign, or grant a security interest in, or sell a participation interest in in, any Advance (or portion thereof) or its Commitment hereunder to any Person; provided provided, that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that ias applicable: (i) unless a Default or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) or of any Note (or any portion thereof) shall be made unless such transfer is exempt from the transferee has registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities Act and such laws, and is made only to either an “accredited investor” as defined in paragraphs (a)(1), (2), (3), or (7) of Rule 501 of Regulation D under the Securities Act or any entity in which all of the equity owners come within such paragraphs or to a long-term unsecured debt rating of Baa2qualified institutional buyeror above from Xxxxx’x or “BBB” or above from S&Pas defined in Rule 144A under the Securities Act, (ii) the no such consent of the Borrower is not shall be required for any assignment (x) to any Affiliate following the occurrence of a LenderTermination Event, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iiiiiiii) in the case of an assignment of the Structured Note with respect to such Lender, the assignee (other than any Commitment assignee described in the following provision) executes and delivers to the Servicer and the Deal Agent a fully-executed Assignment and Acceptance substantially in the form of Exhibit D hereto and a Transferee Letter substantially in the form of Exhibit V hereto, (iiiiv) any Institutional Lender shall not need prior consent to at any time assign, or grant a security interest or sell a participation interest in, any Advance (or any portion thereof)) to anany Lender or Affiliate of its related Lender Agent and (ivv) any Conduit Lender shall not need prior consent (x) to at any time assign all of its right, title and interest in and to this Agreement and its Structured Note to a Liquidity Bank, Conduit Assignee or an Affiliate of its related Lender Agent or (y) to at any time assign, or grant a security interest or sell a participation interest in, any Advance (or portion thereof) to aany Lender, Liquidity Bank, Conduit Assignee or an Affiliate of its related Lender Agent. The Swingline Lender may at any time assign, or grant a security interest or sell a participation in, any Swingline Advance (or any portion thereof) to any Person; provided, that, in the case of an assignment of the Swingline Note, the assignee executes and delivers to the Collateral Manager, the Borrower the Administrative Agent Servicer and the Collateral Deal Agent a fully fully-executed Joinder Supplement Assignment and Acceptance substantially in the form of Exhibit H D hereto and a transferee letter Transferee Letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 XxxV hereto. The parties to any such assignment assignment, grant or sale of a participation interest by a Lender shall execute and deliver to such the Dealrelated Lender Agent, for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such partiesparties and the Dealapplicable Lender Agent. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents this Agreement without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties Deal Agent and assets, including without limitation any Advance (or portion thereof), to any Personeach Hedge Counterparty. (b) The Administrative AgentWithout limiting the foregoing, acting solely for each Conduit Lender may, from time to time, with prior or concurrent notice to the Borrower and Servicer, in one transaction or a series of transactions, assign all or a portion of any Advance and its rights and obligations under this purpose as an agent Agreement and any other Transaction Documents to which it is a party to a Conduit Assignee. Upon and to the extent of Borrowersuch assignment by the Conduit Lender to a Conduit Assignee, (i) such Conduit Assignee shall maintain a copy of each Joinder Supplement and Transferee Letter delivered to it and a register for be the recordation owner of the names assigned portion of such Advance, (ii) the related administrator for such Conduit Assignee will act as the Lender Agent for such Conduit Assignee, with all corresponding rights and addresses powers, express or implied, granted to a Lender Agent hereunder or under the other Transaction Documents, (iii) such Conduit Assignee (and any related commercial paper issuer, if such Conduit Assignee does not itself issue commercial paper) and their respective liquidity support provider(s) and credit support provider(s) and other related parties shall have the benefit of all the Lendersrights and protections provided to the Conduit Lender and its Liquidity Banks herein and in the other Transaction Documents (including any limitation on recourse against such Conduit Assignee or related parties, any agreement not to file or join in the filing of a petition to commence an insolvency proceeding against such Conduit Assignee, and the Commitments ofright to assign to another Conduit Assignee as provided in this paragraph), and principal amounts (and stated interestiv) such Conduit Assignee shall assume all (or the assigned or assumed portion) of the Obligations owing toConduit Lender’s obligations, if any, hereunder or under any other Transaction Document, and the Conduit Lender shall be released from such obligations, in each Lender pursuant case to the terms hereof extent of such assignment, and the obligations of the Conduit Lender and such Conduit Assignee shall be several and not joint, (v) all distributions in respect of the Advances shall be made to the applicable agent or Lender Agent, as applicable, on behalf of the Conduit Lender and such Conduit Assignee on a pro rata basis according to their respective interests, (vi) the definition of the term “CP Rate” with respect to the portion of the Advances funded with commercial paper issued by the Conduit Lender (or the related commercial paper issuer, if such Conduit Assignee does not itself issue commercial paper) from time to time (the “Register”). The entries shall be determined in the Register manner set forth in the definition of “CP Rate” applicable to the Conduit Lender on the basis of the interest rate or discount applicable to commercial paper issued by such Conduit Assignee (rather than the Conduit Lender), (vii) the defined terms and other terms and provisions of this Agreement and the other Transaction Documents shall be conclusive interpreted in accordance with the foregoing, (absent manifest errorviii) if such Conduit Assignee takes an assignment of all of the rights and obligations of the Conduit Lender, such Conduit Assignee shall become such “Conduit Lender” for purposes hereof and, if such Conduit Assignee takes an assignment of only a portion of the rights and obligations of the Conduit Lender, such Conduit Assignee shall, together with such Conduit Lender, each be a “Conduit Lender” and the Institutional Lender relating to each such Conduit Lender shall be the Institutional Lender paired with such Conduit Lender on Annex A for purposes hereof (including for purposes of Section 2.1(b)), and (ix) if requested by the BorrowerDeal Agent or Lender Agent with respect to the Conduit Assignee, the Collateral Manager parties will execute and deliver such further agreements and documents and take such other actions as the Administrative Deal Agent or such Lender Agent may reasonably request to evidence and the Lenders shall treat each Person whose name is recorded in the Register pursuant give effect to the terms hereof as foregoing. No assignment by the Conduit Lender to a Conduit Assignee of all or any portion of any Advance shall in any way diminish the related Institutional Lenders’ obligation under Article II to fund any Advance not funded by the Conduit Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower, the Collateral Manager and any Lender, at any reasonable time and from time to time upon reasonable prior noticeor such Conduit Assignee. (c) The Borrower agrees In the event that each participant pursuant a Conduit Lender makes an assignment to Section 12.16(aa Conduit Assignee in accordance with clause (b) above, the Institutional Lenders for such Conduit Lender: (i) if requested by the applicable Lender Agent, shall terminate their participation in the applicable Liquidity Purchase Agreement to the extent of such assignment, (ii) if requested by the applicable Lender Agent, shall execute (either directly or through a participation agreement, as determined by the applicable Lender Agent) the program support agreement related to such Conduit Assignee, to the extent of such assignment, the terms of which shall be entitled substantially similar to those of the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were a participation or other agreement entered into by such Institutional Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except the applicable program support agreement (or which shall be otherwise reasonably satisfactory to the extent applicable Lender Agent and the applicable Institutional Lenders), (iii) if requested by such entitlement Conduit Lender, shall enter into such agreements as requested by such Conduit Lender pursuant to receive which they shall be obligated to provide funding to the Conduit Assignee on substantially the same terms and conditions as is provided for in this Agreement in respect of such Conduit Lender (or which agreements shall be otherwise reasonably satisfactory to such Conduit Lender and the Institutional Lenders), and (iv) shall take such actions as the Deal Agent shall reasonably request in connection therewith. (d) Any Lender may at any time pledge or grant a greater payment results from (i) the introduction of security interest in all or any change portion of its rights (including, without limitation, any change by way rights to payment of imposition interest and principal) under this Agreement to secure obligations of such lender to a Federal Reserve Bank, without notice to or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. (d) Each Lender that sells a participation shall, acting solely for this purpose as an agent consent of the Borrower, maintain a register on which it enters the name and address of Servicer or the applicable participants and the principal amounts (and stated interest) of each such participant’s interest in the Obligations (the “Participant Register”)Deal Agent; provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest errorprovided, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubtthat, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding the foregoing provisions of this Section 12.16 or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Advances as collateral security to the Federal Reserve Bank or, as applicable, to such Lender’s trustee for the benefit of its investors (but no such assignment pledge or grant of a security interest shall release any a Lender from any of its obligations hereunder). (f) Xxxxx Fargo, or substitute any such pledgee or grantee for such Lender as a Lender, hereby agrees party to retain at least 51% of the Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law or any regulatory authoritythis Agreement.

Appears in 1 contract

Samples: Loan Funding and Servicing Agreement (American Capital, LTD)

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Each Lender may, with the prior written consent of the Borrower (such consent not to be (x) unreasonably withheld, conditioned or delayeddelayed or (y) required if an Event of Default has occurred and is continuing), at any time assign an interest in, or grant a security interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment hereunder or any VFN (or any portion thereof) to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) the consent of the Borrower is not required for any assignment (x) by a Lender to any Affiliate of a Lender, such Lender or (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iiiii) in the case of an assignment of any Commitment (or any portion thereof), any Advance (or any portion thereof) or of any VFN (or of any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower Borrower, the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 Xxx. The parties to any such assignment assignment, grant or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative AgentAgent and each Lender. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo Citibank shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof) or any VFN (or any portion thereof), to any Person. (b) The Administrative Agent, acting solely for this purpose as an agent of BorrowerXxxxxxxx, shall maintain a copy of each Joinder Supplement and Transferee Letter delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the 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 Borrower, the Collateral Manager the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by BorrowerXxxxxxxx, the Collateral Manager and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a13.16(a) shall be entitled to the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to by the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. (d) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants and the principal amounts (and stated interest) of each such participant’s interest in the Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations and Section 1.163-5 of the proposed United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding the foregoing provisions of this Section 12.16 13.16 or any other provision of this Agreement, any Lender may at any time assign assign, pledge or grant a security interest in all or any portion of its Advances rights (including , without limitations, rights to payment of principal and interest) under this Agreement as collateral security to the Federal Reserve Bank or, as applicable, to such Lender’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder). (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% Notwithstanding the foregoing provisions of the Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law this Section 13.16 or any regulatory authorityother provision of this Agreement, no successorship or assignment by any party shall be effective without prior written notice to the Collateral Agent and confirmation from the Collateral Agent that they may legally transact business with the successor or assignee pursuant to the Section 13.24 and the Collateral Agent’s “know your customer” rules and regulations in effect from time to time.

Appears in 1 contract

Samples: Loan and Security Agreement (Oaktree Specialty Lending Corp)

Assignments by the Lenders. (a) Subject to Section 12.16(f12.16(e), each Lender may, with the prior written consent of the Borrower (such consent not to be (x) unreasonably withheld, conditioned or delayeddelayed or (y) required if an Event of Default has occurred and is continuing), at any time assign an interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment hereunder (or any portion thereof) to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurredoccurred and is continuing, no transfer of any Commitment (or any portion thereof) or Advance (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, Lender or (y) required by any change in Applicable Law or Governmental Authority applicable to such Lender (zwhich change or requirement shall be disclosed in reasonable detail to the Borrower unless such disclosure is prohibited by Applicable Law or a Governmental Authority) during a Default or an Event of Default and (iii) in the case of an assignment of any Commitment (or any portion thereof), ) or any Advance (or any portion thereof) ), the assignee executes and delivers to the Collateral ManagerServicer, the Borrower the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in F hereto; provided that no assignment by any Lender shall be effective if, after giving effect to such assignment, Xxxxx Fargo would hold 50% or less of the form aggregate Commitments (or, if the applicable Commitments have been terminated, 50% or less of Exhibit G hereto (a “Transferee Letter”the Advances Outstanding). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 Xxx. The parties to any such assignment or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any Person. (b) The Administrative Agent, acting solely for this purpose as an agent of BorrowerXxxxxxxx, shall maintain a copy of each Joinder Supplement and Transferee Letter delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the 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 Borrower, the Collateral Manager Servicer the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower, the Collateral Manager Servicer and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant (A) agrees to be subject to the provisions of Section 2.12(g) as if it were an assignee hereunder; and (B) shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.12(g) with respect to the applicable participant. (d) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants and the principal amounts (and stated interest) of each such participant’s interest in the Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding the foregoing provisions of this Section 12.16 or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Advances or Commitments as collateral security to the a Federal Reserve Bank or, as applicable, to such LenderXxxxxx’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder). (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law or any regulatory authority.

Appears in 1 contract

Samples: Loan and Security Agreement (Owl Rock Core Income Corp.)

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Each Lender may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), may at any time assign an assign, or grant a security interest in, or sell a participation interest in or sell any Advance or Commitment (or portion thereof) or its Commitment hereunder any Note (or any portion thereof) to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation)as applicable, and provided further that (i) unless a Default or an Event of Default has occurredoccurred and is continuing, no such assignment, grant or sale of a participation interest shall be to a Disqualified Lender, (ii) no transfer of any Advance or Commitment (or any portion thereof) or of any Note (or any portion thereof) shall be made unless such transfer is exempt from the transferee has registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities Act and such laws, and is made only to either an “accredited investor” as defined in paragraphs (a)(1), (2), (3), or (7) of Rule 501 of Regulation D under the Securities Act or any entity in which all of the equity owners come within such paragraphs or to a long-term “qualified institutional buyer” as defined in Rule 144A under the Securities Act which in each case is a “qualified purchaser” as defined in the 1940 Act, (iii) no such assignment, grant or sale of a participation interest shall be to an Ineligible Assignee, (iv) such Person shall have a long‑term unsecured debt rating of “Baa2A” or above from Xxxxx’x or better by S&P and BBBA3” or above from S&Pbetter by Xxxxx’x, (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iiiv) in the case of an assignment of any Advance or Commitment (or any portion thereof), ) or of any Advance Note (or of any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower and the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto F and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within , (vi) the meaning of Section 3(c)(7) consent of the 0000 XxxAdministrative Agent shall be required for any assignment, and (vii) so long as no Event of Default has occurred or is continuing, the consent of the Borrower (such consent not to be unreasonably withheld or delayed and shall be deemed to be consented to if no response is made by the Borrower within five (5) Business Days after delivery to the Borrower of notice of a proposed assignment) shall be required for any assignment, other than an assignment or participation to a Lender, an Affiliate of a Lender or an Approved Fund; provided no such consent of Borrower shall be required with respect to the sale of a participation interest. The parties to any such assignment assignment, grant or sale of a participation interest shall execute and deliver to such assigning Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien to (except other than Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo (i) Ally Bank shall not need prior consent of the Borrower or any other party hereto to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (as part of such a transaction all or portion thereof)substantially all of its Advances, Commitments and Notes, to any Person, and (ii)(x) if any Lender fails at any time to satisfy the Rating Criteria, and such failure has not been remedied within 30 days (as evidenced by a certification to the Borrower, and the Administrative Agent including a letter from Xxxxx’x, S&P, and/or an equivalent rating agency, as the case maybe establishing the existence of the rating criteria), or (y) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.16(b), then, in each case, the Administrative Agent shall have the right to cause such Person to assign its entire interest in the Advances and Commitments and this Agreement to a transferee selected by the Administrative Agent prior to the occurrence of an Event of Default with the consent of the Borrower, in an assignment which satisfies the conditions set forth in the first sentence of this Section 12.16(a). Assignments shall be subject to the following additional conditions: (1) no assignments shall be made to (x) the Borrower or any of the Borrower’s Affiliates or Subsidiaries or (y) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (y); (2) no assignments shall be made to a natural person; (3) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the assignment and assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing; (4) 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 assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one class of Commitments or Loans; (5) the parties to each assignment shall execute and deliver to the Administrative Agent an assignment and assumption, 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 (6) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its affiliates and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws, and containing payment instruction for such assignee. (b) The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain at one of its lending offices, a copy of each Joinder Supplement and Transferee Letter assignment delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, the type of rate, the LIBOR Rate index period (if applicable) and principal amounts (and stated interest) of the Obligations Advances owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement or any other Transaction Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. Transfer by a Lender of its rights hereunder or under any Note may be effected only by the recording by the Administrative Agent of the identity of the transferee in the Register. The entries in the such Register and Participant Register shall be conclusive (absent manifest error)conclusive, and the Borrower, the Collateral Manager the Administrative Agent and the Lenders shall treat each Person (x) whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder and (y) whose name is recorded in the Participant Register pursuant to the terms hereof as the owner of such participation, in each case, for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Borrower, the Collateral Manager Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (c) The Any Lender may, without the consent of the Borrower, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement and the other Transaction Documents (including all or a portion of its Commitments and the Advances Outstanding owing to it); provided that (i) such Lender’s obligations under this Agreement and the other Transaction Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Transaction Documents and (iv) so long as no Event of Default has occurred and is continuing, no Disqualified Lender may be a Participant. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Transaction Documents and to approve any amendment, modification or waiver of any provision of this Agreement or any other Transaction Document; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 12.1 that directly affects such Participant. Subject to paragraph (d) of this Section, the Borrower agrees that each participant pursuant to Section 12.16(a) Participant shall be entitled to the benefits of Section Sections 2.10(c), 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignmentassignment pursuant to paragraph (a) of this Section; provided that (A) such participant Participant agrees to be subject to the provisions of Sections 2.17 as if it were an assignee under paragraph (a) of this Section and (B) such Participant shall not be entitled to receive any greater payment under Section Sections 2.10(c), 2.12 or Section and 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) a Change in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant Participant acquired the applicable participation; provided, further, that no Participant shall be entitled to the benefits of Section 2.13 unless the Borrower is notified of the participation granted to such Participant and such Participant shall have complied with the requirements of Section 2.13 as if such Participant is a Lender. (d) Each A Participant shall not be entitled to receive any greater payment under Section 2.10(c), 2.12 or 2.13 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that sells would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.13 unless the Borrower is notified of the participation shallsold to such Participant and such Participant agrees, acting solely for this purpose as an agent the benefit of the Borrower, maintain to comply with paragraphs (e), (h) and (i) of Section 2.13 as though it were a register on which it enters Lender and in the name and address case of a Participant claiming exemption for portfolio interest under Section 871(h) or 881(c) of the Code, the applicable participants and the principal amounts (and stated interest) of each such participant’s interest in the Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of provide the Participant Register (including Borrower with satisfactory evidence that the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation participation is in registered form under Section 5f.103-1(c) of and shall permit the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and Borrower to review such Lender shall treat each Person whose name is recorded in the Participant Register register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding the foregoing provisions of this Section 12.16 or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Advances as collateral security to the Federal Reserve Bank or, as applicable, to such Lender’s trustee reasonably needed for the benefit of its investors (but no such assignment shall release any Lender from any of Borrower to comply with its obligations hereunder)under applicable laws and regulations. (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law or any regulatory authority.

Appears in 1 contract

Samples: Loan and Security Agreement (Crescent Capital BDC, Inc.)

Assignments by the Lenders. (a) Subject Each of the Lenders may grant participations in, and sell, assign, transfer or otherwise dispose of, all or any portion of the Revolving Loans and the equivalent portion of its Commitment under the Revolving Credit Facility and other obligations of such Lender under this Agreement to Section 12.16(f), each Lender may, with the prior written consent of any financial institution approved by the Borrower (such consent which approval shall not to be unreasonably withheld, conditioned withheld or delayed), at any time assign an interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment hereunder to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless where a Default or an Event of Default has occurredoccurred and is continuing at the time of such assignment, no transfer of any Advance (or any portion thereofdisposal) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) the consent of the Borrower which is not required for any assignment (x) to any Affiliate a non-resident of a LenderCanada, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) in the case of an assignment of any Commitment (or any portion thereof), any Advance (or any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) the INCOME TAX ACT (Canada). Each such disposition shall be effective upon the execution of the 0000 Xxx. The parties to any such assignment or sale of a participation interest shall execute an instrument, in form and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be substance satisfactory to the Agent, by the transferee, the transferor, the Borrower and the Agent and the - 48 - 49 delivery of such partiesinstrument to the Borrower and the Agent in such capacity. The Borrower shall hereby covenants and agrees not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any unreasonably withhold its execution of the Borrower’s rightsaforesaid instrument. Upon such execution and delivery, the Lender shall be released from its Commitments and other obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement hereunder to the contrary, Xxxxx Fargo extent of such disposition and such transferee shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any Person. (b) The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a copy of each Joinder Supplement and Transferee Letter delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the 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 Borrower, the Collateral Manager 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 be a Lender party to this Agreement and shall have all the rights and obligations of a Lender under this Agreement. The Register shall be available for inspection by Borrower, the Collateral Manager Interlender Agreement, the Intercreditor Agreements and any Lender, at any reasonable time the Security Documents and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits benefit of Section 2.12 the provisions hereof and Section 2.13 (subject to the requirements and limitations thereinthereof, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent extent, as if it were an original party hereto and thereto, and no further consent or action by the Borrower or the Lender shall be required. Without in any way limiting the generality of any of the foregoing, the Borrower shall, at the request of the Agent execute and deliver to the Agent or to the party or parties as the Agent may designate any and all further instruments, use its best efforts to obtain any and all further authorizations or approvals, and make any and all further registrations, filings or notifications, as may be necessary or desirable to give full force and effect to such disposition. The Borrower does hereby authorize the assigning Lender to provide any serious prospective assignees, on a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13confidential basis, with respect all financial information and documents made available to any participation, than its participating such Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. (d) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants and the principal amounts (and stated interest) of each such participant’s interest in the Obligations (the “Participant Register”); provided that no Lender shall have any obligation from time to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Registertime. (e) Notwithstanding the foregoing provisions of this Section 12.16 or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Advances as collateral security to the Federal Reserve Bank or, as applicable, to such Lender’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder). (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law or any regulatory authority.

Appears in 1 contract

Samples: Credit Agreement (Gildan Activewear Inc)

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Lender may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), at any time assign an interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment hereunder or any VFN (or any portion thereof) to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurredoccurred and is continuing, no transfer of any Advance (or any portion thereof) or of any VFN (or any portion thereof) shall be USActive 57310676.6USActive 60324964.3 made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during if a Default or an Event of Default has occurred and is continuing and (iii) in the case of an assignment of any Commitment (or any portion thereof), any Advance (or any portion thereof) or of any VFN (or of any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower Borrower, the Administrative Agent Agent, the Custodian and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 Xxx1940 Act. The parties to any such assignment or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof) or any VFN (or any portion thereof), to any Person. (b) The Administrative Agent, acting solely for this purpose as an agent of BorrowerXxxxxxxx, shall maintain a copy of each Joinder Supplement and Transferee Letter delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the 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 Borrower, the Collateral Manager the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by BorrowerXxxxxxxx, the Collateral Manager Manager, the Collateral Agent and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant (A) agrees to be subject to the provisions of Section 2.18 as if it were an assignee hereunder; and (B) shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.18 with respect to the applicable participant. (d) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants and the principal amounts (and stated interest) of each such participant’s -138- USActive 57310676.6USActive 60324964.3 interest in the Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding the foregoing provisions of this Section 12.16 or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Advances and its VFN as collateral security to the Federal Reserve Bank or, as applicable, to such LenderXxxxxx’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder). (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law or any regulatory authority.

Appears in 1 contract

Samples: Loan and Security Agreement (Nuveen Churchill Direct Lending Corp.)

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Each Lender may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), may at any time assign an interest in(i) assign, or grant a security interest or (ii) sell a participation interest in (other than to (x) the Borrower, any natural persons, the Fund or any Subsidiary thereof or any of their respective affiliates, (y) any Defaulting Lender or any of its Subsidiaries, or any person who, upon becoming a Lender under this Agreement, would constitute any of the foregoing persons describes in this clause (y) or (z) unless an Event of Default exists, a competitor of the Fund or the Investment Advisor) or (iii) sell any Advance or Commitment (or portion thereof) or its Commitment hereunder any Note (or any portion thereof) to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation)as applicable, and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance or Commitment (or any portion thereof) or of any Note (or any portion thereof) shall be made unless such transfer is exempt from the transferee has registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities Act and such laws, and is made only to either an “accredited investor” as defined in paragraphs (a)(1), (2), (3), or (7) of Rule 501 of Regulation D under the Securities Act or any entity in which all of the equity owners come within such paragraphs or to a long-term unsecured debt rating of Baa2qualified institutional buyeror above from Xxxxx’x or as defined in Rule 144A under the Securities Act which in each case is a BBBqualified purchaseror above from S&Pas defined in the 1940 Act, (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) in the case of an assignment of any Advance or Commitment (or any portion thereof), ) or of any Advance Note (or of any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower and the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto (unless such assignee is already a Lender hereunder) and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within , (iii) the meaning of Section 3(c)(7) consent of the 0000 XxxAdministrative Agent shall be required for any assignment, and (iv) so long as no Event of Default has occurred or is continuing, the consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed and shall be deemed given if no response is made by the Borrower within ten (10) Business Days after delivery to the Borrower of notice of a proposed assignment; provided so long as no Event of Default exists, it is not unreasonable for Borrower to reject any assignment to a competitor of the Fund or the Investment Advisor) shall be required for any assignment, other than an assignment or participation (x) to a Lender, an Affiliate of a Lender or an Approved Fund or (y) required by Applicable Law or Governmental Authority, provided no such consent of the Borrower shall be required with respect to the sale of a participation interest. The parties to any such assignment assignment, grant or sale of a participation interest shall execute and deliver to such assigning Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien to (except other than Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo (i) Ally Bank shall not need prior consent of the Borrower or any other party hereto to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (as part of such a transaction all or portion thereof)substantially all of its Advances, Commitments and Notes, to any Person, or (ii) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.16(b), then, in each case, the Administrative Agent shall have the right to cause such Person to assign its entire interest in the Advances and Commitments and this Agreement to a transferee selected by the Administrative Agent and, except during the continuance of an Event of Default with the consent of the Borrower, in an assignment which satisfies the conditions set forth in the first sentence of this Section 11.16(a). Assignments shall be subject to the following additional conditions: (1) no assignments shall be made to (x) the Borrower, the Fund or any of the Borrower’s, or the Fund’s, respective Affiliates or Subsidiaries or (y) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (y); (2) no assignments shall be made to a natural person; (3) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Xxxxxx’s Commitment or Loan Advances of any class, the amount of the Commitment or Loan Advances of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing; (4) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations in respect of one (1) class of Commitments or Loan Advances; (5) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, 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 (6) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its affiliates and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws, and containing payment instruction for such assignee. (b) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its lending offices, a copy of each Joinder Supplement and Transferee Letter transfer pursuant to Section 11.16(a) delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Obligations Advances owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). Transfer by a Lender of its rights hereunder or under any Note may be effected only by the recording by the Administrative Agent of the identity of the transferee in the Register. The entries in the Register shall be conclusive (absent manifest error)conclusive, and the Borrower, the Collateral Manager 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 Borrower, the Collateral Manager Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. (d) . Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants each participant and the principal amounts (and stated interest) of each such participant’s interest in the Obligations Commitments, Advances or other obligations under the Transaction Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest or demonstrable error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (ec) Notwithstanding The Collateral Custodian and the foregoing provisions of this Section 12.16 or any other provision of this AgreementDocument Custodian may, any Lender may at any time time, assign all or any portion part of its Advances rights and obligations hereunder as Collateral Custodian or as Document Custodian, as applicable; provided, however, that any such assignee shall (i) be a bank or other financial institution organized and doing business under the laws of the United States or of any state thereof, (ii) be authorized under such laws to exercise corporate trust powers, (iii) have a combined capital and surplus of at least $200,000,000, (iv) be subject to supervision or examination by a United States federal or state banking authority, (v) have a long-term issuer rating of at least “Baa1” by Xxxxx’x and “BBB+” by S&P, (vi) have an office within the United States; (vii) be in the business of providing collateral security custodian services consistent with those required pursuant to this Agreement and (viii) is otherwise reasonably acceptable to the Federal Reserve Bank orAdministrative Agent and, prior to the occurrence and continuation of an Event of Default, the Borrower and the Collateral Manager; and provided, further, that such assignment shall not be effective unless (i), prior to such assignment, the Collateral Custodian shall have given ninety (90) days written notice to the Borrower, the Collateral Manager, the Administrative Agent and each Lender describing such assignment and (ii) such assignee has assumed the responsibilities and obligations of the Collateral Custodian or the Document Custodian, as applicable, being assigned to such Lender’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder)it in writing. (fd) Xxxxx FargoThe Borrower agrees that each participant shall be entitled to the benefits of Section 2.12 and 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(g) (it being understood that the documentation required under Section 2.13(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender, hereby Lender and had acquired its interest by assignment pursuant to Section 11.16(b); provided that such participant (A) agrees to retain at least 51% be subject to the provisions of Section 2.17 as if it were an assignee under Section 11.16(a); and (B) shall not be entitled to receive any greater payment under Sections 2.12 or 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the Commitments extent such entitlement to receive a greater payment results from a change in law that occurs after the participant acquired the applicable participation; provided, further, that the terms of any such participation shall not entitle the participant to direct such Lender as to the manner in which it votes in connection with any amendment, supplement or other modification of this Agreement or any waiver or consent with respect to any departure from the terms hereof, in each case unless (a) an Event and to the extent that the subject matter thereof is one as to which the consent of Default occurs or (b) it all Lenders is required in order to sell approve the same. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.17 with respect to any or all participant. Each Loan Party further agrees to use commercially reasonable efforts to assist the Arranger in seeking completion of its Commitments by Applicable Law or any regulatory authoritya timely syndication reasonably satisfactory to the Arranger.

Appears in 1 contract

Samples: Loan and Security Agreement (Cim Real Estate Finance Trust, Inc.)

Assignments by the Lenders. Each Lender may assign any of its -------------------------- Loans, its Note, its Commitment and its participations in Letters of Credit (but only with the consent of the Administrative Agent and, prior to the occurrence of an Event of Default, the consent of Borrower); provided that: -------- (a) Subject no such consent by the Administrative Agent shall be required in the case of any assignment to Section 12.16(f)another Lender or an affiliate of a Lender; (b) except to the extent the Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an affiliate of a Lender) shall be in an amount at least equal to $10,000,000; (c) each such assignment (including an assignment to another Lender may, or an affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans and Commitment is assigned to the respective assignee; (d) subject to the applicable Lender's compliance with the prior written provisions of clauses (b) and (c) above, the Administrative Agent's consent of the Borrower (such consent to an ----------- ---- assignment shall not to be unreasonably withheld, delayed or conditioned or delayedif (i) in the reasonable judgment of the Administrative Agent, such assignment is made to a reputable institutional investor with substantial experience in real estate lending and originating mortgage loans similar to the Loans, and a financial net worth of at least $100,000,000, (ii) such assignment is first offered to the Administrative Agent in accordance with the terms and conditions a separate agency agreement among the Administrative Agent and the Lenders, and (iii) the provisions of clause (e) have been satisfied; ---------- and (e) upon execution and delivery by the assignee (even if already a Lender) to Borrower and the Administrative Agent of an Assignment and Acceptance pursuant to which such assignee agrees to become a "Lender" hereunder (if not already a Lender) having the Commitment and Loans specified in such instrument, and upon consent thereto by the Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by the Administrative Agent), at any time assign an interest inthe obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or sell a participation interest portions thereof) assigned to it (in any Advance addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) or its Commitment hereunder to any Person; provided that, so assigned. Upon each transferee such assignment the assigning Lender shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) in the case of an assignment of any Commitment (or any portion thereof), any Advance (or any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower pay the Administrative Agent a processing and recording fee of $3,500 and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto reasonable fees and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 Xxx. The parties to any such assignment or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent disbursements of the Administrative Agent. Notwithstanding anything contained 's counsel incurred in this Agreement to the contrary, Xxxxx Fargo shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any Personconnection therewith. (b) The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a copy of each Joinder Supplement and Transferee Letter delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the 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 Borrower, the Collateral Manager the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower, the Collateral Manager and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. (d) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants and the principal amounts (and stated interest) of each such participant’s interest in the Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding the foregoing provisions of this Section 12.16 or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Advances as collateral security to the Federal Reserve Bank or, as applicable, to such Lender’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder). (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law or any regulatory authority.

Appears in 1 contract

Samples: Loan Agreement (Center Trust Inc)

Assignments by the Lenders. (a) Subject to Section 12.16(f12.16(e), each Lender may, with the prior written consent of the Borrower (such consent not to be (x) unreasonably withheld, conditioned or delayeddelayed or (y) required if an Event of Default has occurred and is continuing), at any time assign an interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment hereunder (or any portion thereof) to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurredoccurred and is continuing, no transfer of any Commitment (or any portion thereof) or Advance (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, Lender or (y) required by any change in Applicable Law or (z) during a Default or an Event of Default Governmental Authority applicable to such Lender and (iii) in the case of an assignment of any Commitment (or any portion thereof), ) or any Advance (or any portion thereof) ), the assignee executes and delivers to the Collateral Manager, the Borrower the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”)F hereto. Each Lender hereby represents and warrants that it is a “Qualified Purchaser” within as defined in the meaning of Section 3(c)(7) of the 0000 Xxx1940 Act. The parties to any such assignment or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative AgentAgent and each Lender. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any Person. (b) The Administrative Agent, acting solely for this purpose as an agent of BorrowerXxxxxxxx, shall maintain a copy of each Joinder Supplement and Transferee Letter delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of (and stated interestinterest on) of the 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 Borrower, the Collateral Manager the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by BorrowerXxxxxxxx, the Collateral Manager and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant (A) agrees to be subject to the provisions of Section 2.12(g) as if it were an assignee hereunder; and (B) shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.12(g) with respect to the applicable participant. (d) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants and the principal amounts of (and stated interestinterest on) of each such participant’s interest in the Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding the foregoing provisions of this Section 12.16 or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Advances or Commitments as collateral security to the a Federal Reserve Bank or, as applicable, to such LenderXxxxxx’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder). (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law or any regulatory authority.

Appears in 1 contract

Samples: Loan and Security Agreement (Stepstone Private Credit Fund LLC)

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Lender may, with With the prior written consent of the Borrower (such which consent shall not to be unreasonably withheld, conditioned or delayed), any Lender may at any time assign an assign, or grant a security interest in, or sell a participation interest in in, any Advance or Commitment (or portion thereof) or its Commitment hereunder to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance or Commitment (or any portion thereof) shall be made unless such transfer is exempt from the transferee has registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities Act and such laws, and is made only to either an “accredited investor” as defined in paragraphs (a)(1), (2), (3), or (7) of Rule 501 of Regulation D under the Securities Act or any entity in which all of the equity owners come within such paragraphs or to a long-term unsecured debt rating of Baa2qualified institutional buyeror above from Xxxxx’x or “BBB” or above from S&Pas defined in Rule 144A under the Securities Act, (ii) the no such consent of the Borrower is not shall be required for any assignment (x) to any Affiliate following the occurrence of a LenderTermination Event, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) in the case of an assignment of any the Commitment (or any portion thereof)with respect to such Lender, any Advance (or any portion thereof) the assignee executes (other than any assignee that is a Liquidity Bank) shall execute and delivers deliver to the Collateral Manager, the Borrower Servicer and the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H I hereto and a transferee letter Transferee Letter substantially in the form of Exhibit G hereto J hereto, and (iv) no Lender shall need prior consent to at any time assign, or grant a “Transferee Letter”). Each Lender hereby represents and warrants that is security interest or sell a “Qualified Purchaser” within the meaning participation interest in, any Advance (or portion thereof) to an Affiliate, to a Liquidity Bank or to any commercial paper conduit sponsored by DZ Bank or an Affiliate of Section 3(c)(7) of the 0000 XxxDZ Bank. The parties to any such assignment or sale of a participation interest by a Lender shall execute and deliver to such Lender the Administrative Agent, for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such partiesparties and the Administrative Agent. The Borrower Neither the Borrower, the Originator, the Servicer, or any Guarantor shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s its rights, obligations or duties under the Transaction Documents this Agreement without the prior written consent of the Administrative Agent. Notwithstanding anything contained The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for the purpose of this Section 13.16, to maintain a register (the “Register”) on which the Administrative Agent will record each Lender’s Commitment, the Advances made by each Lender and the VFNs evidencing such Advances and each repayment in this Agreement to the contrary, Xxxxx Fargo shall not need prior consent respect of the Borrower principal amount of the Advances (and any interest thereon) of each Lender, and annexed to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any Person. (b) The which the Administrative Agent, acting solely for this purpose as an agent of Borrower, Agent shall maintain retain a copy of each Joinder Supplement and Transferee Letter delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Obligations owing to, each Lender Administrative Agent pursuant to this Section. Failure to make any recordation, or any error in such recordation, shall not affect the terms hereof from time to time (the “Register”)Borrower’s or any other Person’s obligations in respect of such Advances or VFNs. The entries in the Register shall be conclusive (absent manifest errorprovided, however, that any failure to make any recordation or any error in such recordation shall be corrected by the Administrative Agent upon notice or discovery thereof), and the Borrower, the Collateral Manager the Administrative Agent and the Lenders shall treat each Person in whose name an Advance and related VFN is recorded in registered as the Register pursuant to the terms hereof as a Lender hereunder owner thereof for all purposes of this Agreement, notwithstanding notice or any provision herein to the contrary. The Register A Lender’s Commitment and the Advances made pursuant thereto and the VFNs evidencing such Advances may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer in the Register. Any assignment or transfer of a Lender’s Commitment or the Advances or the VFNs evidencing such Advances made pursuant thereto shall be available for inspection registered in the Register only upon delivery to the Administrative Agent of a Joinder Supplement and Transferee Letter duly executed by Borrower, the Collateral Manager and any assignor thereof. No assignment or transfer of a Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant ’s Commitment or the Advances made pursuant to Section 12.16(a) thereto or the VFNs evidencing such Advances shall be entitled to the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) effective unless such assignment or transfer shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or recorded in the interpretation of any Applicable Law or (ii) the compliance Register by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), Administrative Agent as provided in each case that occurs after the participant acquired the applicable participation. (d) this Section. Each Lender that sells a participation participating interest in any Advance, Commitment or other interest to a participant shall, acting solely for this purpose as an agent of the BorrowerBorrower solely for the purpose of this Section 13.16, maintain a register on which it enters record in book entries maintained by such Lender the name and address the amount of the applicable participants and the principal amounts (and stated interest) participation interest of each such participant’s interest participant entitled to receive payments in the Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner respect of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Registerinterests. (e) Notwithstanding the foregoing provisions of this Section 12.16 or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Advances as collateral security to the Federal Reserve Bank or, as applicable, to such Lender’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder). (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law or any regulatory authority.

Appears in 1 contract

Samples: Revolving Credit Agreement (NewStar Financial, Inc.)

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Each Lender may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), may at any time assign an assign, or grant a security interest in, or sell a participation interest in or sell any Advance or Commitment (or portion thereof) or its Commitment hereunder any Note (or any portion thereof) to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation)as applicable, and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance or [Investcorp] Loan and Security Agreement Commitment (or any portion thereof) or of any Note (or any portion thereof) shall be made unless such transfer is exempt from the transferee has registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities Act and such laws, and is made only to either an “accredited investor” as defined in paragraphs (a)(1), (2), (3), or (7) of Rule 501 of Regulation D under the Securities Act or any entity in which all of the equity owners come within such paragraphs or to a “qualified institutional buyer” as defined in Rule 144A under the Securities Act which in each case is a “qualified purchaser” as defined in the 1940 Act, (ii) no such assignment, grant or sale of a participation interest shall be to an Ineligible Assignee, (iii) such Person shall have a long-term unsecured debt rating of “Baa2A” or above from Xxxxx’x or better by S&P and BBBA3” or above from S&Pbetter by Xxxxx’x (or an equivalent rating by a rating agency rating such long term debt obligations of such Person, unless otherwise agreed to by Administrative Agent), (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iiiiv) in the case of an assignment of any Advance or Commitment (or any portion thereof), ) or of any Advance Note (or of any portion thereof) the assignee executes and delivers to the Collateral InvestmentCollateral Manager, the Borrower and the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within , (v) the meaning of Section 3(c)(7) consent of the 0000 XxxAdministrative Agent shall be required for any assignment, and (vi) so long as no Event of Default has occurred or is continuing, the consent of the InvestmentCollateral Manager and the Borrower (such consent not to be unreasonably withheld or delayed) shall be required for any assignment, other than an assignment to a Lender, an Affiliate of a Lender or an Approved Fund. The parties to any such assignment assignment, grant or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative AgentAgent and the Lenders. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo (i) Capital One, National Association shall not need prior consent of the Borrower or any other party hereto to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including including, without limitation limitation, any Advance Advance, any Commitment or any Note (or any portion thereof), to any Person, or (ii) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.16(b), then, in each case, the Administrative Agent shall have the right to cause such Person to assign its entire interest in the Advances and Commitments and this Agreement to a transferee selected by the Administrative Agent, in an assignment which satisfies the conditions set forth in the first sentence of this Section 12.16(a). Assignments shall be subject to the following additional conditions: (1) no assignments shall be made to (x) the Borrower or any of the Borrower’s Affiliates or Subsidiaries or (y) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (y); (2) no assignments shall be made to a natural person; (3) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Xxxxxx’s Commitment or Loans of any class, the amount of the Commitment or Loans of the assigning Lender subject to each [Investcorp] Loan and Security Agreement such assignment (determined as of the date the assignment and assumption agreement with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing; (4) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations in respect of one class of Commitments or Loans; (5) the parties to each assignment shall execute and deliver to the Administrative Agent an assignment and assumption agreement, 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 (6) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its affiliates and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws. (b) The Administrative Agent, acting solely for this purpose as an agent of BorrowerXxxxxxxx, shall maintain at one of its lending offices, a copy of each Joinder Supplement and Transferee Letter transfer pursuant to Section 12.16(a) delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Obligations Advances owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). Transfer by a Lender of its rights hereunder or under any Note may be effected only by the recording by the Administrative Agent of the identity of the transferee in the Register. The entries in the Register shall be conclusive (absent manifest error)conclusive, and the BorrowerXxxxxxxx, the Collateral Manager the Administrative Agent and the Lenders shall 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 register shall be available for inspection by Borrower, the Collateral Manager Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits Collateral Custodian may, at any time, assign all or any part of Section 2.12 its rights and Section 2.13 (subject to the requirements and limitations thereinobligations hereunder as Collateral Custodian; provided, however, that, except as set forth herein, including Section 7.3 hereof, or unless otherwise consented to by the requirements under Section 2.13(f) (it being understood that Borrower and the documentation required under Section 2.13(f) Administrative Agent, any such assignee shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central be a bank or other Governmental Authority (whether or not having financial institution organized and doing business under the force of law), in each case that occurs after the participant acquired the applicable participation. (d) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants and the principal amounts (and stated interest) of each such participant’s interest in the Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) laws of the United States Treasury Regulations. The entries or of any state thereof, (ii) be authorized under such laws to exercise corporate trust powers, (iii) have a combined capital and surplus of at least $200,000,000, (iv) be subject to supervision or examination by a United States [Investcorp] Loan and Security Agreement federal or state banking authority, (v) have a rating of at least “Baa1” by Xxxxx’x and “BBB+” by S&P, (vi) have an office within the United States and (vii) be in the Participant Register business of providing collateral custodian services consistent with those required pursuant to this Agreement; and provided, further, that such assignment shall not be conclusive absent manifest erroreffective unless (i), and prior to such Lender assignment, Collateral Custodian shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any have given ninety (90) days written notice to the contrary. For the avoidance of doubtBorrower, the InvestmentCollateral Manager, Administrative Agent and each Lender describing such assignment and (in its capacity as Administrative Agentii) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding such assignee has assumed the foregoing provisions responsibilities and obligations of this Section 12.16 or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Advances as collateral security to the Federal Reserve Bank orCollateral Custodian, as applicable, being assigned to such Lender’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder)it in writing. (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law or any regulatory authority.

Appears in 1 contract

Samples: Loan, Security and Investment Management Agreement (Investcorp Credit Management BDC, Inc.)

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Any Lender may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), may at any time assign an interest in, to one or sell more Eligible Assignees all or a participation interest in any Advance portion of its rights and obligations under this Agreement (including all or a portion thereof) or of its Commitment hereunder and the Loans (including for purposes of this subsection (b), participations in Letter of Credit Liabilities and in Swingline Advances) at the time owing to any Personit); provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) except in the case of an assignment of any the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender, the aggregate amount of the Commitment (or any portion thereof)which for this purpose includes Loans outstanding thereunder) or, any Advance (or any portion thereof) if the assignee executes and delivers to the Collateral ManagerCommitment is not then in effect, the Borrower principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially or, if “Trade Date” is specified in the form Assignment and Assumption, as of Exhibit H hereto 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, SOURCECORP otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a transferee letter substantially proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not apply to rights in respect of Swingline Advances; (iii) any assignment of a Commitment must be approved by the form of Exhibit G hereto Administrative Agent, the Issuing Bank, Swingline Lender and SOURCECORP (a “Transferee Letter”). Each Lender hereby represents and warrants each such consent not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself a “Qualified Purchaser” within Lender (whether or not the meaning of Section 3(c)(7proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) of the 0000 Xxx. The parties to any such each assignment or sale of a participation interest shall execute and deliver to such Lender for its the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section 13.8, from and after the effective date specified in its books each Assignment and recordsAssumption, such agreement or document as may the Eligible Assignee thereunder shall be satisfactory a party to such parties. The Borrower shall not assign or delegatethis Agreement and, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any the extent of the Borrower’s rightsinterest assigned by such Assignment and Assumption, have the rights and obligations or duties of a Lender under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any Person. (b) The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a copy of each Joinder Supplement and Transferee Letter delivered to it and a register for the recordation of the names and addresses of the LendersAgreement, and the Commitments ofassigning Lender thereunder shall, and principal amounts (and stated interest) to the extent of the Obligations owing tointerest assigned by such Assignment and Assumption, each Lender pursuant to the terms hereof be released from time to time its obligations under this Agreement (the “Register”). The entries and, in the Register shall be conclusive (absent manifest error), case of an Assignment and Assumption covering all of the Borrower, the Collateral Manager the Administrative Agent assigning Lender’s rights 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 obligations under this Agreement. The Register , such Lender shall cease to be available for inspection by Borrower, the Collateral Manager and any Lender, at any reasonable time and from time a party hereto) but shall continue to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits of Section 2.12 3.5, Article 4, Section 13.1 and Section 2.13 (subject 13.2 with respect to facts and circumstances occurring prior to the requirements effective date of such assignment. Upon request, SOURCECORP (at its expense) shall execute and limitations therein, including deliver a Note to the requirements assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 2.13(f) (it being understood that the documentation required under Section 2.13(f13.8(b) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. (d) Each Lender that sells a participation shall, acting solely treated for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants and the principal amounts (and stated interest) of each such participant’s interest in the Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance as a sale by such Lender of doubt, the Administrative Agent (a participation in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding the foregoing provisions of this such rights and obligations in accordance with Section 12.16 or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Advances as collateral security to the Federal Reserve Bank or, as applicable, to such Lender’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder13.8(d). (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law or any regulatory authority.

Appears in 1 contract

Samples: Credit Agreement (Sourcecorp Inc)

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Each Lender may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), may at any time assign an assign, or grant a security interest in, or sell a participation interest in or sell any Advance or Commitment (or portion thereof) or its Commitment hereunder any Note (or any portion thereof) to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation)as applicable, and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance or Commitment (or any portion thereof) or of any Note (or any portion thereof) shall be made unless such transfer is exempt from the transferee has registration requirements of the Securities Act and any [Investcorp] Loan and Security Agreement applicable state securities laws or is made in accordance with the Securities Act and such laws, and is made only to either an “accredited investor” as defined in paragraphs (a)(1), (2), (3), or (7) of Rule 501 of Regulation D under the Securities Act or any entity in which all of the equity owners come within such paragraphs or to a “qualified institutional buyer” as defined in Rule 144A under the Securities Act which in each case is a “qualified purchaser” as defined in the 1940 Act, (ii) no such assignment, grant or sale of a participation interest shall be to an Ineligible Assignee, (iii) such Person shall have a long-term unsecured debt rating of “Baa2A” or above from Xxxxx’x or better by S&P and BBBA3” or above from S&Pbetter by Moody’s (or an equivalent rating by a rating agency rating such long term debt obligations of such Person, unless otherwise agreed to by Administrative Agent), (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iiiiv) in the case of an assignment of any Advance or Commitment (or any portion thereof), ) or of any Advance Note (or of any portion thereof) the assignee executes and delivers to the Collateral Investment Manager, the Borrower and the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within , (v) the meaning of Section 3(c)(7) consent of the 0000 XxxAdministrative Agent shall be required for any assignment, and (vi) so long as no Event of Default has occurred or is continuing, the consent of the Investment Manager and the Borrower (such consent not to be unreasonably withheld or delayed) shall be required for any assignment, other than an assignment to a Lender, an Affiliate of a Lender or an Approved Fund. The parties to any such assignment assignment, grant or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative AgentAgent and the Lenders. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo (i) Capital One, National Association shall not need prior consent of the Borrower or any other party hereto to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including including, without limitation limitation, any Advance Advance, any Commitment or any Note (or any portion thereof), to any Person, or (ii) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.16(b), then, in each case, the Administrative Agent shall have the right to cause such Person to assign its entire interest in the Advances and Commitments and this Agreement to a transferee selected by the Administrative Agent, in an assignment which satisfies the conditions set forth in the first sentence of this Section 12.16(a). Assignments shall be subject to the following additional conditions: (1) no assignments shall be made to (x) the Borrower or any of the Borrower’s Affiliates or Subsidiaries or (y) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (y); (2) no assignments shall be made to a natural person; (3) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Xxxxxx’s Commitment or Loans of any class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the assignment and assumption agreement with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing; [Investcorp] Loan and Security Agreement (4) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations in respect of one class of Commitments or Loans; (5) the parties to each assignment shall execute and deliver to the Administrative Agent an assignment and assumption agreement, 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 (6) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its affiliates and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws. (b) The Administrative Agent, acting solely for this purpose as an agent of BorrowerXxxxxxxx, shall maintain at one of its lending offices, a copy of each Joinder Supplement and Transferee Letter transfer pursuant to Section 12.16(a) delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Obligations Advances owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). Transfer by a Lender of its rights hereunder or under any Note may be effected only by the recording by the Administrative Agent of the identity of the transferee in the Register. The entries in the Register shall be conclusive (absent manifest error)conclusive, and the BorrowerXxxxxxxx, the Collateral Manager the Administrative Agent and the Lenders shall 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 register shall be available for inspection by Borrower, the Collateral Manager Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits Collateral Custodian may, at any time, assign all or any part of Section 2.12 its rights and Section 2.13 (subject to the requirements and limitations thereinobligations hereunder as Collateral Custodian; provided, however, that, except as set forth herein, including Section 7.3 hereof, or unless otherwise consented to by the requirements under Section 2.13(f) (it being understood that Borrower and the documentation required under Section 2.13(f) Administrative Agent, any such assignee shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central be a bank or other Governmental Authority (whether or not having financial institution organized and doing business under the force of law), in each case that occurs after the participant acquired the applicable participation. (d) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants and the principal amounts (and stated interest) of each such participant’s interest in the Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) laws of the United States Treasury Regulations. The entries or of any state thereof, (ii) be authorized under such laws to exercise corporate trust powers, (iii) have a combined capital and surplus of at least $200,000,000, (iv) be subject to supervision or examination by a United States federal or state banking authority, (v) have a rating of at least “Baa1” by Moody’s and “BBB+” by S&P, (vi) have an office within the United States and (vii) be in the Participant Register business of providing [Investcorp] Loan and Security Agreement collateral custodian services consistent with those required pursuant to this Agreement; and provided, further, that such assignment shall not be conclusive absent manifest erroreffective unless (i), and prior to such Lender assignment, Collateral Custodian shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any have given ninety (90) days written notice to the contrary. For the avoidance of doubtBorrower, the Investment Manager, Administrative Agent and each Lender describing such assignment and (in its capacity as Administrative Agentii) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding such assignee has assumed the foregoing provisions responsibilities and obligations of this Section 12.16 or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Advances as collateral security to the Federal Reserve Bank orCollateral Custodian, as applicable, being assigned to such Lender’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder)it in writing. (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law or any regulatory authority.

Appears in 1 contract

Samples: Loan, Security and Investment Management Agreement (Investcorp Credit Management BDC, Inc.)

Assignments by the Lenders. (a) Subject to Section 12.16(f), each a. Each Lender may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), may at any time assign an assign, or grant a security interest in, or sell a participation interest in or sell any Loan Advance or Commitment (or portion thereof) or its Commitment hereunder any Note (or any portion thereof) to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation)as applicable, and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Loan Advance or Commitment (or any portion thereof) or of any Note (or any portion thereof) shall be made unless such transfer is exempt from the transferee has registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities Act and such laws, and is made only to either an “accredited investor” as defined in paragraphs (a)(1), (2), (3), or (7) of Rule 501 of Regulation D under the Securities Act or any entity in which all of the equity owners come within such paragraphs or to a long-term unsecured debt rating of Baa2qualified institutional buyeror above from Xxxxx’x or as defined in Rule 144A under the Securities Act which in each case is a BBBqualified purchaseror above from S&Pas defined in the 1940 Act, (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) in the case of an assignment of any Loan Advance or Commitment (or any portion thereof), ) or of any Advance Note (or of any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower and the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto (unless such assignee is already a Lender hereunder) and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within , (iii) the meaning of Section 3(c)(7) consent of the 0000 XxxAdministrative Agent shall be required for any assignment, and (iv) so long as no Event of Default has occurred or is continuing, the consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed and shall be deemed given if no response is made by the Borrower within five (5) Business Days after delivery to the Borrower of notice of a proposed assignment) shall be required for any assignment, other than an assignment (x) to a Lender, an Affiliate of a Lender or an Approved Fund or (y) required by Applicable Law or Governmental Authority (the legal basis for which shall be notified in reasonable detail to the Borrower to the extent not subject to confidentiality by operation of law or contract); provided no such consent of the Borrower shall be required with respect to the sale of a participation interest. The parties to any such assignment assignment, grant or sale of a participation interest shall execute and deliver to such assigning Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien to (except other than Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo (i) Ally Bank shall not need prior consent of the Borrower or any other party hereto to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (as part of such a transaction all or portion thereof)substantially all of its Loan Advances, Commitments and Notes, to any Person, or (ii) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.16(b), then, in each case, the Administrative Agent shall have the right to cause such Person to assign its entire interest in the Loan Advances and Commitments and this Agreement to a transferee selected by the Administrative Agent prior to the occurrence of an Event of Default with the consent of the Borrower, in an assignment which satisfies the conditions set forth in the first sentence of this Section 12.16(a). Assignments shall be subject to the following additional conditions: 1. no assignments shall be made to (x) the Borrower, the Fund or any of the Borrower’s, or the Fund’s, respective Affiliates or Subsidiaries or (y) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (y); 2. no assignments shall be made to a natural person; 3. except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Xxxxxx’s Commitment or Loan Advances of any class, the amount of the Commitment or Loan Advances of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing; 4. each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations in respect of one (1) class of Commitments or Loan Advances; 5. the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, 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 6. the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its affiliates and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws, and containing payment instruction for such assignee. (b) b. The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its lending offices, a copy of each Joinder Supplement and Transferee Letter transfer pursuant to Section 12.16(a) delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Obligations Loan Advances owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). Transfer by a Lender of its rights hereunder or under any Note may be effected only by the recording by the Administrative Agent of the identity of the transferee in the Register. The entries in the Register shall be conclusive (absent manifest error)conclusive, and the Borrower, the Collateral Manager 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 Borrower, the Collateral Manager Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. (d) . Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants each participant and the principal amounts (and stated interest) of each such participant’s interest in the Obligations Commitments, Loan Advances or other obligations under the Transaction Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any ObligationsCommitments, Loan Advances or its other obligations under any Transaction Document) to any Person except to the extent that such disclosure is necessary to establish that such Obligation Commitment, Loan Advance or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding the foregoing provisions of this Section 12.16 or any other provision of this Agreementc. The Collateral Custodian may, any Lender may at any time time, assign all or any portion part of its Advances rights and obligations hereunder as Collateral Custodian; provided, however, that any such assignee shall (i) be a bank or other financial institution organized and doing business under the laws of the United States or of any state thereof, (ii) be authorized under such laws to exercise corporate trust powers, (iii) have a combined capital and surplus of at least $200,000,000, (iv) be subject to supervision or examination by a United States federal or state banking authority, (v) have a long-term unsecured debt rating of at least “Baa1” by Xxxxx’x and “BBB+” by S&P, (vi) have an office within the United States; (vii) be in the business of providing collateral security custodian services consistent with those required pursuant to this Agreement and (viii) is otherwise reasonably acceptable to the Federal Reserve Bank or, as applicable, Administrative Agent and prior to such Lender’s trustee for the benefit occurrence of its investors (but no such assignment shall release any Lender from any of its obligations hereunder). (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default the Borrower and the Collateral Manager; and provided, further, that such assignment shall not be effective unless (i), prior to such assignment, the Collateral Custodian shall have given ninety (90) days written notice to the Borrower, the Collateral Manager, the Administrative Agent and each Lender describing such assignment and (ii) such assignee has assumed the responsibilities and obligations of the Collateral Custodian being assigned to it in writing. d. The Borrower agrees that each participant shall be entitled to the benefits of Section 2.12 and 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(g) (it being understood that the documentation required under Section 2.13(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.16(ba); provided that such participant (A) agrees to be subject to the provisions of Section 2.17 as if it were an assignee under Section 12.16(a); and (B) shall not be entitled to receive any greater payment under Sections 2.12 or 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a change in law that occurs after the participant acquired the applicable participation; provided, further, that the terms of any such participation shall not entitle the participant to direct such Lender as to the manner in which it votes in connection with any amendment, supplement or (b) it other modification of this Agreement or any waiver or consent with respect to any departure from the terms hereof, in each case unless and to the extent that the subject matter thereof is one as to which the consent of all Lenders is required in order to sell approve the same. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.17 with respect to any or all participant. Each Loan Party further agrees to use commercially reasonable efforts to assist the Arranger in seeking completion of its Commitments by Applicable Law or any regulatory authoritya timely syndication reasonably satisfactory to the Arranger.

Appears in 1 contract

Samples: Loan, Security and Collateral Management Agreement (AG Twin Brook Capital Income Fund)

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Each Lender may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), may at any time assign an assign, or grant a security interest in, or sell a participation interest in or sell any Advance or Commitment (or portion thereof) or its Commitment hereunder any Note (or any portion thereof) to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation)as applicable, and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance or Commitment (or any portion thereof) or of any Note (or any portion thereof) shall be made unless such transfer is exempt from the transferee has registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities Act and such laws, and is made only to either an “accredited investor” as defined in paragraphs (a)(1), (2), (3), or (7) of Rule 501 of Regulation D under the Securities Act or any entity in which all of the equity owners come within such paragraphs or to a “qualified institutional buyer” as defined in Rule 144A under the Securities Act which in each case is a “qualified purchaser” as defined in the 1940 Act, (ii) no such assignment, grant or sale of a participation interest shall be to an Ineligible Assignee, (iii) such Person shall have a long-term unsecured debt rating of “Baa2A” or above from Xxxxx’x or better by S&P and BBBA3” or above from S&Pbetter by Xxxxx’x (or an equivalent rating by a rating agency rating such long term debt obligations of such Person, unless otherwise agreed to by Administrative Agent), (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iiiiv) in the case of an assignment of any Advance or Commitment (or any portion thereof), ) or of any Advance Note (or of any portion thereof) the assignee executes and delivers to the Collateral Investment Manager, the Borrower and the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within , (v) the meaning of Section 3(c)(7) consent of the 0000 XxxAdministrative Agent shall be required for any assignment, and (vi) so long as no Event of Default has occurred or is continuing, the consent of the Investment Manager and the Borrower (such consent not to be unreasonably withheld or delayed) shall be required for any assignment, other than an assignment to a Lender, an Affiliate of a Lender or an Approved Fund. The parties to any such assignment assignment, grant or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative AgentAgent and the Lenders. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo (i) Capital One, National Association shall not need prior consent of the Borrower or any other party hereto to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including including, without limitation limitation, any Advance Advance, any Commitment or any Note (or any portion thereof), to any Person. (b) The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a copy of each Joinder Supplement and Transferee Letter delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the 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 Borrower, the Collateral Manager the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower, the Collateral Manager and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating if any Lender or becomes a Defaulting Lender, unless such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of lawLender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.16(b), then, in each case that occurs after the participant acquired the applicable participation. (d) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants and the principal amounts (and stated interest) of each such participant’s interest in the Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubtcase, the Administrative Agent (shall have the right to cause such Person to assign its entire interest in its capacity as the Advances and Commitments and this Agreement to a transferee selected by the Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding , in an assignment which satisfies the foregoing provisions conditions set forth in the first sentence of this Section 12.16 or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Advances as collateral security 12.16(a). Assignments shall be subject to the Federal Reserve Bank or, as applicable, to such Lender’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder). (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law or any regulatory authority.following additional conditions:

Appears in 1 contract

Samples: Loan, Security and Investment Management Agreement (Investcorp Credit Management BDC, Inc.)

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Each Lender may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), may at any time assign an interest in(i) assign, or grant a security interest or (ii) sell a participation interest in (other than to (x) the Borrower, any natural persons, the Fund or any Subsidiary thereof or any of their respective affiliates, (y) any Defaulting Lender or any of its Subsidiaries, or any person who, upon becoming a Lender under this Agreement, would constitute any of the foregoing persons describes in this clause (y) or (z) unless an Event of Default exists, a competitor of the Fund or the Investment Advisor) or (iii) sell any Advance or Commitment (or portion thereof) or its Commitment hereunder any Note (or any portion thereof) to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation)as applicable, and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance or Commitment (or any portion thereof) or of any Note (or any portion thereof) shall be made unless such transfer is exempt from the transferee has registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities Act and such laws, and is made only to either an “accredited investor” as defined in paragraphs (a)(1), (2), (3), or (7) of Rule 501 of Regulation D under the Securities Act or any entity in which all of the equity owners come within such paragraphs or to a long-term unsecured debt rating of Baa2qualified institutional buyeror above from Xxxxx’x or as defined in Rule 144A under the Securities Act which in each case is a BBBqualified purchaseror above from S&Pas defined in the 1940 Act, (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) in the case of an assignment of any Advance or Commitment (or any portion thereof), ) or of any Advance Note (or of any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower and the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto (unless such assignee is already a Lender hereunder) and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within , (iii) the meaning of Section 3(c)(7) consent of the 0000 XxxAdministrative Agent shall be required for any assignment, and (iv) so long as no Event of Default has occurred or is continuing, the consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed and shall be deemed given if no response is made by the Borrower within ten (10) Business Days after delivery to the Borrower of notice of a proposed assignment; provided so long as no Event of Default exists, it is not unreasonable for Borrower to reject any assignment to a competitor of the Fund or the Investment Advisor) shall be required for any assignment, other than an assignment or participation (x) to a Lender, an Affiliate of a Lender or an Approved Fund or (y) required by Applicable Law or Governmental Authority, provided no such consent of the Borrower shall be required with respect to the sale of a participation interest. The parties to any such assignment assignment, grant or sale of a participation interest shall execute and deliver to such assigning Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien to (except other than Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo (i) Ally Bank shall not need prior consent of the Borrower or any other party hereto to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (as part of such a transaction all or portion thereof)substantially all of its Advances, Commitments and Notes, to any Person, or (ii) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.16(b), then, in each case, the Administrative Agent shall have the right to cause such Person to assign its entire interest in the Advances and Commitments and this Agreement to a transferee selected by the Administrative Agent and, except during the continuance of an Event of Default with the consent of the Borrower, in an assignment which satisfies the conditions set forth in the first sentence of this Section 11.16(a). Assignments shall be subject to the following additional conditions: (1) no assignments shall be made to (x) the Borrower, the Fund or any of the Borrower’s, or the Fund’s, respective Affiliates or Subsidiaries or (y) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (y); (2) no assignments shall be made to a natural person; (3) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Xxxxxx’s Commitment or Loan Advances of any class, the amount of the Commitment or Loan Advances of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing; (4) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations in respect of one (1) class of Commitments or Loan Advances; (5) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, 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 (6) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its affiliates and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws, and containing payment instruction for such assignee. (b) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its lending offices, a copy of each Joinder Supplement and Transferee Letter transfer pursuant to Section 11.16(a) delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Obligations Advances owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). Transfer by a Lender of its rights hereunder or under any Note may be effected only by the recording by the Administrative Agent of the identity of the transferee in the Register. The entries in the Register shall be conclusive (absent manifest error)conclusive, and the Borrower, the Collateral Manager 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 Borrower, the Collateral Manager Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. (d) . Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants each participant and the principal amounts (and stated interest) of each such participant’s interest in the Obligations Commitments, Advances or other obligations under the Transaction Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest or demonstrable error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (ec) Notwithstanding The Collateral Custodian and the foregoing provisions of this Section 12.16 or any other provision of this AgreementDocument Custodian may, any Lender may at any time time, assign all or any portion part of its Advances rights and obligations hereunder as Collateral Custodian or as Document Custodian, as applicable; provided, however, that any such assignee shall (i) be a bank or other financial institution organized and doing business under the laws of the United States or of any state thereof, (ii) be authorized under such laws to exercise corporate trust powers, (iii) have a combined capital and surplus of at least $200,000,000, (iv) be subject to supervision or examination by a United States federal or state banking authority, (v) have a long-term issuer rating of at least “Baa1” by Moody’s and “BBB+” by S&P, (vi) have an office within the United States; (vii) be in the business of providing collateral security custodian services consistent with those required pursuant to this Agreement and (viii) is otherwise reasonably acceptable to the Federal Reserve Bank orAdministrative Agent and, prior to the occurrence and continuation of an Event of Default, the Borrower and the Collateral Manager; and provided, further, that such assignment shall not be effective unless (i), prior to such assignment, the Collateral Custodian shall have given ninety (90) days written notice to the Borrower, the Collateral Manager, the Administrative Agent and each Lender describing such assignment and (ii) such assignee has assumed the responsibilities and obligations of the Collateral Custodian or the Document Custodian, as applicable, being assigned to such Lender’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder)it in writing. (fd) Xxxxx FargoThe Borrower agrees that each participant shall be entitled to the benefits of Section 2.12 and 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(g) (it being understood that the documentation required under Section 2.13(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender, hereby Lender and had acquired its interest by assignment pursuant to Section 11.16(b); provided that such participant (A) agrees to retain at least 51% be subject to the provisions of Section 2.17 as if it were an assignee under Section 11.16(a); and (B) shall not be entitled to receive any greater payment under Sections 2.12 or 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the Commitments extent such entitlement to receive a greater payment results from a change in law that occurs after the participant acquired the applicable participation; provided, further, that the terms of any such participation shall not entitle the participant to direct such Lender as to the manner in which it votes in connection with any amendment, supplement or other modification of this Agreement or any waiver or consent with respect to any departure from the terms hereof, in each case unless (a) an Event and to the extent that the subject matter thereof is one as to which the consent of Default occurs or (b) it all Lenders is required in order to sell approve the same. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.17 with respect to any or all participant. Each Loan Party further agrees to use commercially reasonable efforts to assist the Arranger in seeking completion of its Commitments by Applicable Law or any regulatory authoritya timely syndication reasonably satisfactory to the Arranger.

Appears in 1 contract

Samples: Loan and Security Agreement (Cim Real Estate Finance Trust, Inc.)

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Each Lender may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), may at any time assign an assign, or grant a security interest in, or sell a participation interest in or sell any Advance or Commitment (or portion thereof) or its Commitment hereunder any Note (or any portion thereof) to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation)as applicable, and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance or Commitment (or any portion thereof) or of any Note (or any portion thereof) shall be made unless such transfer is exempt from the transferee has registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities Act and such laws, and is made only to either an “accredited investor” as defined in paragraphs (a)(1), (2), (3), or (7) of Rule 501 of Regulation D under the Securities Act or any entity in which all of the equity owners come within such paragraphs or to a long-term unsecured debt rating of Baa2qualified institutional buyeror above from Xxxxx’x or as defined in Rule 144A under the Securities Act which in each case is a BBBqualified purchaseror above from S&Pas defined in the 1940 Act, (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an so long as no Event of Default and has occurred or is continuing, no such assignment, grant or sale of a participation interest shall be to an Ineligible Assignee, (iii) [reserved], (iv) in the case of an assignment of any Advance or Commitment (or any portion thereof), ) or of any Advance Note (or of any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower and the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within , (v) the meaning of Section 3(c)(7) consent of the 0000 XxxAdministrative Agent shall be required for any assignment, and (vi) so long as no Event of Default has occurred or is continuing, the consent of the Borrower (such consent not to be unreasonably withheld or delayed and shall be deemed if no response is made by the Borrower within ten (10) Business Days after delivery to Borrower of notice of a proposed assignment) shall be required for any assignment or participation, other than an assignment or participation (x) to a Lender, an Affiliate of a Lender or an Approved Fund or (y) required by Applicable Law or Governmental Authority. The parties to any such assignment assignment, grant or sale of a participation interest shall execute and deliver to such assigning Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien to (except other than Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo (i) Ally Bank shall not need prior consent of the Borrower or any other party hereto to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (as part of such a transaction all or portion thereof)substantially all of its Advances, Commitments and Notes, to any Person. , (bii) The Administrative Agent[reserved], acting solely for this purpose as an agent of Borroweror (iii) if any Lender becomes a Defaulting Lender, unless such Lender shall maintain have been deemed to no longer be a copy of each Joinder Supplement and Transferee Letter delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Obligations owing to, each Defaulting Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive (absent manifest errorSection 2.16(b), and the Borrowerthen, the Collateral Manager in each case, the Administrative Agent and shall have the Lenders shall treat each right to cause such Person whose name is recorded to assign its entire interest in the Register pursuant Advances and Commitments and this Agreement to a transferee selected by the Administrative Agent prior to the terms hereof as a Lender hereunder for all purposes occurrence of this Agreement. The Register shall be available for inspection by Borrower, an Event of Default with the Collateral Manager and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. (d) Each Lender that sells a participation shall, acting solely for this purpose as an agent consent of the Borrower, maintain a register on in an assignment which it enters satisfies the name and address conditions set forth in the first sentence of this Section 12.16(a). Assignments shall be subject to the following additional conditions: (1) no assignments shall be made to (x) the Borrower or any of the applicable participants and Borrower’s Affiliates or Subsidiaries or (y) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the principal amounts foregoing Persons described in this clause (and stated interesty); (2) no assignments shall be made to a natural person; (3) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lxxxxx’s Commitment or Loan Advances of any class, the amount of the Commitment or Loan Advances of the assigning Lender subject to each such participant’s interest in the Obligations assignment (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion determined as of the Participant Register (including date the identity of any participant or any information relating Assignment and Assumption with respect to a participant’s interest in any Obligations) to any Person except such assignment is delivered to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding not be less than $1,000,000 unless each of the foregoing provisions of this Section 12.16 or any other provision of this AgreementBorrower and the Administrative Agent otherwise consent, any Lender may at any time assign all or any portion of its Advances as collateral security to the Federal Reserve Bank or, as applicable, to such Lender’s trustee for the benefit of its investors (but provided that no such assignment shall release any Lender from any of its obligations hereunder). (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% consent of the Commitments unless (a) Borrower shall be required if an Event of Default occurs has occurred and is continuing; (4) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lxxxxx’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lxxxxx’s rights and obligations in respect of one class of Commitments or (b) it is required to sell any or all of its Commitments by Applicable Law or any regulatory authority.Loan Advances;

Appears in 1 contract

Samples: Loan and Security Agreement (KKR FS Income Trust)

Assignments by the Lenders. (ai) Subject to Section 12.16(f), each Lender may, with the prior written consent of the Borrower (no such consent not to be unreasonably withheld, conditioned by the Borrowers or delayed), at any time assign an interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment hereunder to any Person; provided that, each transferee the Administrative Agent shall be required to make the representation set forth in the immediately succeeding sentence (case of any assignment to another Lender or any Lender Affiliate, and no such transfer consent by the Borrower shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or required if an Event of Default under 9.01(a), 9.01(f) or 9.01(g) has occurredoccurred and is continuing; (ii) except to the extent the Borrowers and the Administrative Agent shall otherwise consent, no transfer of any Advance such partial assignment (other than to another Lender or any portion thereofa Lender Affiliate) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, in an amount at least equal to $5,000,000 (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) in the case of an assignment the Revolving Credit Commitments and the Tranche A Term Loan Commitments) or $1,000,000 (in the case of the Tranche B Term Loan Commitments or Incremental Facility Commitments of any Commitment Series); (or any portion thereofiii) so long as no Event of Default under 9.01(a), 9.01(f) or 9.01(g) has occurred and is continuing, no such assignment shall be made other than to an Eligible Assignee; (iv) each such assignment by a Lender of its Revolving Credit Loans or Revolving Credit Commitment or Letter of Credit Interest shall be made in such manner Credit Agreement ---------------- ---------------- - 118 - so that the same portion of its Revolving Credit Loans, Revolving Credit Commitment and Letter of Credit Interest is assigned to the respective assignee; (v) each such assignment by a Lender of its Term Loans or Incremental Facility Loans of any Advance Class or Term Loan Commitment or Incremental Facility Commitment of any Class shall be made in such manner so that the same portion of its Term Loans and Incremental Facility Loans of such Class and Term Loan Commitment and Incremental Facility Commitment of such Class is assigned to the respective assignee; and (or vi) each such assignment by a Lender of its Incremental Facility Loans of any Series shall be made in such manner so that the same portion thereof) of its Incremental Facility Loans and Incremental Facility Commitment of such Series is assigned to the respective assignee. Upon execution and delivery by the assignor and the assignee executes and delivers to the Collateral ManagerBorrowers, the Borrower the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form Issuing Lender of Exhibit H hereto such Assignment and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 Xxx. The parties to any such assignment or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any Person. (b) The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a copy of each Joinder Supplement and Transferee Letter delivered to it and a register for the recordation of the names and addresses of the LendersAcceptance, and upon consent thereto by the Commitments ofBorrowers, and principal amounts (and stated interest) of the 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 Borrower, the Collateral Manager the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Issuing Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower, the Collateral Manager and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) required above, the introduction of or any change (includingassignee shall have, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. (d) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants and the principal amounts (and stated interest) of each such participant’s interest in the Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice assignment (unless otherwise consented to by the contrary. For the avoidance of doubtBorrowers, the Administrative Agent and the Issuing Lender), the obligations, rights and benefits of a Lender hereunder holding the Commitment(s), Loans and, if applicable, Letter of Credit Interest (or portions thereof) assigned to it and specified in such Assignment and Acceptance (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding the foregoing provisions of this Section 12.16 or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Advances as collateral security addition to the Federal Reserve Bank orCommitment(s), as applicableLoans and Letter of Credit Interest, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such Lender’s trustee for assignment, be released from the benefit Commitment(s) (or portion(s) thereof) so assigned. Upon each such assignment the assigning Lender shall pay the Administrative Agent an assignment fee of its investors (but $3,500; provided, however, that no such fee shall be payable in the case -------- ------- of an assignment shall release any to another Lender from any or a Lender Affiliate; and provided further -------- ------- that, in the case of its obligations contemporaneous assignments by a Lender to more than one fund managed by the same investment advisor (which funds are not then Lenders hereunder), only a single such fee shall be payable for all such contemporaneous assignments. (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law or any regulatory authority.

Appears in 1 contract

Samples: Credit Agreement (Mediacom Broadband Corp)

Assignments by the Lenders. (ai) Subject No Lender may at any time sell, assign, or xxxxx x Xxxx on all or any portion of its interest in the Loan Documents and the Obligations except (A) to an assignee in accordance with the provisions of Section 12.16(f15.4(b)(ii), (B) by way of participation in accordance with the provisions of Section 15.4(d), or (C) by way of a pledge or assignment of a security interest subject to the restrictions of Section 15.4(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Any assignment creates a direct obligation of the Loan Parties to the assignee and each assignee is a “Lender” for all purposes under the Loan Documents. Further, in connection with any Xxxxxx’s sale of a participation or an assignment of any interest in the Loans, such Lender maymay provide to the participant or assignee any financial or other information it knows of related to the Loan Parties and the Loan Documents. (ii) Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and Loans (including Loans at the time owing to it)); provided, with that (A) the prior written consent of Administrative Agent shall be required unless such assignment is to a Lender, an Affiliate of such Lender or an Approved Fund of such Lender, (B) the Borrower prior written consent of all Lenders shall be required (such consent not to be unreasonably withheld, conditioned or delayed), at any time assign an interest inand (C) the parties to each assignment shall deliver to the Administrative Agent (x) a duly executed Assignment and Acceptance, or sell (y) unless waived by the Administrative Agent, a participation interest processing and recordation fee of $3,500, and (z) such other information as the Administrative Agent may request in any Advance (or portion thereof) or its Commitment hereunder to any Personsole discretion; provided thatprovided, each transferee further, that no such assignment shall be required to make made during the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or absence of an Event of Default has occurredto (1) any Loan Party or any Loan Party’s Affiliates or Subsidiaries, (2) any competitor, customer or supplier of any Loan Party, (3) a natural person, or (4) a Defaulting Lender or any of its Subsidiaries. (iii) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no transfer of any Advance (or any portion thereof) such assignment shall be made effective unless and until, in addition to the transferee has either a long-term unsecured debt rating 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 “Baa2” participations or above from Xxxxx’x subparticipations, or “BBB” or above from S&Pother compensating actions, (ii) including funding, with the consent of the Borrower is Administrative Agent, the applicable pro rata share of Loans previously requested but not required for funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (A) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent and each other Xxxxxx xxxxxxxxx (and interest accrued thereon), and (B) acquire (and fund as appropriate) its full pro rata share of all Loans. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. (xiv) Subject to any Affiliate acceptance and recording thereof by the Administrative Agent pursuant to Section 15.4(c), from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a LenderLender under this Agreement, 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 (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) and, in the case of an assignment of any Commitment (or any portion thereof), any Advance (or any portion thereof) the assignee executes Assignment and delivers to the Collateral Manager, the Borrower the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) Acceptance covering all of the 0000 Xxx. The parties to any such assignment or sale of a participation interest shall execute assigning Lender’s rights and deliver to obligations under this Agreement, such Lender for its acceptance and recording in its books and records, such agreement or document as may shall cease to be satisfactory a party hereto) but shall continue to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any Person. (b) The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a copy of each Joinder Supplement and Transferee Letter delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the 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 Borrower, the Collateral Manager the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower, the Collateral Manager and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits of Section 2.12 Sections 3.8, 3.12, 2.13 and Section 2.13 (subject 15.6 with respect to facts and circumstances occurring prior to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by effective date of such assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receivethat, except to the extent such entitlement to receive otherwise expressly agreed by the affected parties, no assignment by a greater payment results from (i) the introduction of Defaulting Lender will constitute a waiver or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation release of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. (d) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants and the principal amounts (and stated interest) of each such participant’s interest in the Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity claim of any participant party hereunder arising from such Xxxxxx’s having been a Defaulting Lender. Any assignment or any information relating to transfer by a participant’s interest in any Obligations) to any Person except to the extent Lender of rights or obligations under this Agreement that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register does not comply with this subsection shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation treated for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance as a sale by such Lender of doubt, the Administrative Agent (a participation in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding the foregoing provisions of this such rights and obligations in accordance with Section 12.16 or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Advances as collateral security to the Federal Reserve Bank or, as applicable, to such Lender’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder15.4(d). (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law or any regulatory authority.

Appears in 1 contract

Samples: Credit and Security Agreement (Danimer Scientific, Inc.)

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Any Lender may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), may at any time assign an interest in, to one or sell more Eligible Assignees all or a participation interest in any Advance portion of its rights and obligations under this Agreement (including all or a portion thereof) or of its Commitment hereunder and the Loans at the time owing to any Personit); provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) except in the case of an assignment of any the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender, the aggregate amount of the Commitment (or any portion thereof)which for this purpose includes Loans outstanding thereunder) subject to each such assignment, any Advance (or any portion thereof) determined as of the assignee executes date the Assignment and delivers Assumption with respect to the Collateral Manager, the Borrower such assignment is delivered to the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially or, if “Trade Date” is specified in the form Assignment and Assumption, as of Exhibit H hereto 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 Company otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a transferee letter substantially proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not apply to rights in respect of Bid Loans; (iii) any assignment of a Commitment must be approved by the form of Exhibit G hereto Administrative Agent (a “Transferee Letter”). Each Lender hereby represents and warrants such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself a “Qualified Purchaser” within Lender (whether or not the meaning of Section 3(c)(7proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) of the 0000 Xxx. The parties to any such each assignment or sale of a participation interest shall execute and deliver to such Lender for its the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in its books each Assignment and recordsAssumption, such agreement or document as may the Eligible Assignee thereunder shall be satisfactory a party to such parties. The Borrower shall not assign or delegatethis Agreement and, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any the extent of the Borrower’s rightsinterest assigned by such Assignment and Assumption, have the rights and obligations or duties of a Lender under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any Person. (b) The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a copy of each Joinder Supplement and Transferee Letter delivered to it and a register for the recordation of the names and addresses of the LendersAgreement, and the Commitments ofassigning Lender thereunder shall, and principal amounts (and stated interest) to the extent of the Obligations owing tointerest assigned by such Assignment and Assumption, each Lender pursuant to the terms hereof be released from time to time its obligations under this Agreement (the “Register”). The entries and, in the Register shall be conclusive (absent manifest error), case of an Assignment and Assumption covering all of the Borrower, the Collateral Manager the Administrative Agent assigning Lender’s rights 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 obligations under this Agreement. The Register , such Lender shall cease to be available for inspection by Borrower, the Collateral Manager and any Lender, at any reasonable time and from time a party hereto but shall continue to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits of Section 2.12 Sections 3.01, 3.04, 3.05, 10.04 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, 10.05 with respect to any participation, than its participating Lender would have been entitled to receive, except facts and circumstances occurring prior to the extent effective date of such entitlement to receive assignment). Upon request, the Loan Parties shall execute and deliver a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. (d) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants and the principal amounts (and stated interest) of each such participant’s interest in the Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except Note to the extent assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register does not comply with this subsection shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation treated for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance as a sale by such Lender of doubt, the Administrative Agent a participation in such rights and obligations in accordance with subsection (in its capacity as Administrative Agentd) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding the foregoing provisions of this Section 12.16 or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Advances as collateral security to the Federal Reserve Bank or, as applicable, to such Lender’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder)Section. (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law or any regulatory authority.

Appears in 1 contract

Samples: Credit Agreement (Alberto Culver Co)

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Lender may, with With the prior written consent of the Borrower and the Administrative Agent (such consent consent, in each case, not to be unreasonably withheld, conditioned withheld or delayed), each Lender and their respective successors and assigns may at any time assign an assign, or grant a security interest in, or sell a participation interest in (x) this Agreement and such Xxxxxx’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests) and/or (y) any Advance (or portion thereof) (each such assignment, grant or its Commitment hereunder sale of a participation interest, a “Lender Assignment”) to any PersonPerson other than the Borrower or an Affiliate thereof; provided that, each transferee shall any Lender Assignment will be required subject to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that following conditions: (i) unless a Default or an Event of Default has occurred, at any time (1) no transfer of any Advance (or any portion thereof) Lender Assignment shall be made unless such transfer is made only to a “qualified purchaser” as defined in the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P1940 Act and the rules and regulations promulgated thereunder, (ii2) the assignee executes and delivers to the Servicer, the Borrower and the Administrative Agent a fully executed Joinder Supplement substantially in the form of Exhibit K hereto and a transferee letter substantially in the form of Exhibit J hereto (the “Transferee Letter”), (3) any Institutional Lender shall not need the consent of the Borrower is not required for with respect to any assignment Lender Assignment (x) to any an Affiliate of a Lenderor its related Lender Agent or, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) in the case of an assignment of any Commitment (or any portion thereof), any Advance (or any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each if such Lender hereby represents and warrants that Assignment is a “Qualified Purchaser” within the meaning grant of Section 3(c)(7) of the 0000 Xxx. The parties to any such assignment or a sale of a participation interest (other than a participation to a Prohibited Transferee), (4) any Conduit Lender shall not need the consent of the Borrower with respect to any Lender Assignment to a Liquidity Bank, an Affiliate or its related Lender Agent or to a third party pursuant to the terms of a Liquidity Agreement and (5) the parties to any such Lender Assignment shall execute and deliver to such the related Lender Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such partiesparties and the applicable Lender Agent; (ii) prior to the occurrence of a Termination Event, (1) unless otherwise consented to by North Haven, Xxxxx Fargo shall (A) not assign, or grant a security interest or sell a participation interest in its Commitments such that Xxxxx Fargo and its Affiliates would hold Commitments constituting less than 51% of the Maximum Facility Amount and (B) retain all approval rights pursuant to clause (a) of the definition of “Eligible Loan”; and (2) no Lender Assignment may be effectuated to any Prohibited Transferee, however, a Lender may propose a Lender Assignment to a banking institution with a long term unsecured debt rating of less than the ratings set forth in clause (iii) the definition of Prohibited Transferee but each of the Borrower and the Administrative Agent shall not be subject to the standard that their respective consent to such transfer and assignment not be unreasonably withheld or delayed; and (iii) after a Termination Event has occurred, a Lender may assign its rights and obligations hereunder to any Person (including a Prohibited Transferee) with the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) but without any consent from the Borrower. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except other than Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents this Agreement without the prior written consent of all of the Administrative AgentAgentLenders. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo (1) a Lender shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any PersonPerson (provided that, prior to the occurrence and continuation of a Termination Event, such Person is not a Prohibited Transferee) and (2) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.23(b), then, in each case, the Administrative Agent shall have the right to cause such Person to assign its entire interest in the Advances and this Agreement to a transferee selected by the Administrative Agent, in an assignment which satisfies the conditions set forth in the first sentence of this Section 13.16(a). (b) The Administrative Agent, acting solely for this purpose as an a non-fiduciary agent of the Borrower, shall maintain a copy of each Joinder Supplement and Transferee Letter delivered to it and at the Administrative Agent’s office a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Obligations Advances owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive (absent manifest error), and the Borrower, the Collateral Manager the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower, the Collateral Manager Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were . If a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any sells a participation, than its participating such Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. (d) Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants each participant and the principal amounts (and stated interest) of each such participant’s interest in the Obligations Advances or other obligations under the Transaction Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligationscommitments, loans or its other obligations under any Transaction Document) to any Person except to the extent that such disclosure is necessary to establish that such Obligation commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations and Section 1.163-5(b) of the proposed Treasury Regulations. The entries in the Participant Register shall be conclusive and binding for all purposes, absent manifest error, and such Lender the Administrative Agent shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (c) The Borrower agrees that each participant of an interest in any Advance shall be entitled to the benefits of Sections 2.14 and 2.15 (subject to the requirements and limitations therein, including the requirements under Section 2.15(d), (e), (f), (g) and (h) (it being understood that the documentation required under Section 2.15(d), (e), (f), (g) and (h) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Sections 2.14 or 2.15, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from either (i) the introduction of or any change following the date the participant acquired the applicable participation (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law by any Governmental Authority or (ii) the compliance by such participant with any guideline or request from any central bank or other Governmental Authority made or issued after the date the participant acquired the applicable participation (whether or not having the force of law). (d) Notwithstanding the foregoing provisions of this Section 12.16 or any other provision of this AgreementSection 13.16, any Lender may at any time assign pledge or grant a security interest in all or any portion of its Advances as collateral security rights (including, without limitation, rights to the payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank orBank, as applicablewithout notice to or consent of the Borrower or the Administrative Agent; provided that, to such Lender’s trustee for the benefit of its investors (but no such assignment pledge or grant of a security interest shall release any such Lender from any of its obligations hereunder). (f) Xxxxx Fargo, or substitute any such pledgee or grantee for such Lender as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law or any regulatory authorityparty hereto.

Appears in 1 contract

Samples: Loan and Servicing Agreement (North Haven Private Income Fund LLC)

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Lender may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), at any time assign an interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment hereunder or any VFN (or any portion thereof) to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurredoccurred and is continuing, no transfer of any Advance (or any portion thereof) or of any VFN (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during if a Default or an Event of Default has occurred and is continuing and (iii) in the case of an assignment of any Commitment (or any portion thereof), any Advance (or any portion thereof) or of any VFN (or of any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower Borrower, the Administrative Agent Agent, the Custodian and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 Xxx. The parties to any such assignment or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof) or any VFN (or any portion thereof), to any Person. (b) The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a copy of each Joinder Supplement and Transferee Letter delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the 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 Borrower, the Collateral Manager the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower, the Collateral Manager Manager, the Collateral Agent and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant (A) agrees to be subject to the provisions of Section 2.18 as if it were an assignee hereunder; and (B) shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.18 with respect to the applicable participant. (d) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants and the principal amounts (and stated interest) of each such participant’s interest in the Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding the foregoing provisions of this Section 12.16 or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Advances and its VFN as collateral security to the Federal Reserve Bank or, as applicable, to such Lender’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder). (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law or any regulatory authority.

Appears in 1 contract

Samples: Loan and Security Agreement (Nuveen Churchill BDC INC.)

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Each Lender may, with the prior written consent of the Borrower (such consent not to be (x) unreasonably withheld, conditioned or delayeddelayed or (y) required if an Event of Default has occurred), at any time assign an interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment hereunder (or any portion thereof) to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) unless an Event of Default has occurred, no such transfer may be made to any Kayne Competitor without the prior written consent of the Collateral Manager, (iii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, Lender or (y) required by any change in Applicable Law or (z) during a Default or an Event of Default law and (iiiiv) in the case of an assignment of any Commitment (or any portion thereof), any Advance (or any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto hereto; provided, further, Delaware Life, as a Lender, hereby agrees (i) unless an Event of Default or a Regulatory Event has occurred or it is otherwise required on advice of internal or external counsel to sell any or all of its Commitments by Applicable Law or any regulatory authority, it shall not assign an amount equal to or greater than 50% of its then current aggregate unused Commitments to entities other than its Affiliates and a transferee letter substantially (ii) if it assigns an amount equal to or greater than 50% of its then current aggregate unused Commitments to entities other than its Affiliates following (A) advice of internal or external counsel that it is required to sell any or all of its Commitments by Applicable Law or any regulatory authority or (B) the occurrence of any other Regulatory Event, then it shall provide the Collateral Manager with five (5) Business Days’ prior written notice of such assignment or sale (or, in the form case of Exhibit G hereto any other Regulatory Event in (a “Transferee Letter”B), twenty (20) days’ prior written notice). Each Lender hereby represents and warrants that it is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 Xxx. The parties to any such assignment or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo Delaware Life shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any Person. (b) The Administrative Agent, acting solely for this purpose as an a non-fiduciary agent of the Borrower, shall maintain a copy of each Joinder Supplement and Transferee Letter delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the 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 Borrower, the Collateral Manager the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower, the Collateral Manager Manager, the Collateral Agent and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits of Section 2.12 and Section 2.13 2.14 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f2.14(f) (it being understood that the documentation required under Section 2.13(f2.14(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant (A) agrees to be subject to the provisions of Section 2.12(g) as if it were an assignee hereunder; and (B) shall not be entitled to receive any greater payment under Section 2.12 or Section 2.132.14, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.12(g) with respect to the applicable participant. (d) Each Lender that sells a participation shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants and the principal amounts (and stated interest) of each such participant’s interest in the Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding the foregoing provisions of this Section 12.16 or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Advances or Commitments as collateral security to the Federal Reserve Bank or, as applicable, to such Lender’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder). (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law or any regulatory authority.

Appears in 1 contract

Samples: Loan and Security Agreement (Kayne Anderson BDC, Inc.)

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Each Lender may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), may at any time assign an assign, or grant a security interest in, or sell a participation interest in or sell any Advance or Commitment (or portion thereof) or its Commitment hereunder any Note (or any portion thereof) to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation)as applicable, and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance or Commitment (or any portion thereof) or of any Note (or any portion thereof) shall be made unless such transfer is exempt from the transferee has registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities Act and such laws, and is made only to either an “accredited investor” as defined in paragraphs (a)(1), (2), (3), or (7) of Rule 501 of Regulation D under the Securities Act or any entity in which all of the equity owners come within such paragraphs or to a long-term unsecured debt rating of Baa2qualified institutional buyeror above from Xxxxx’x or as defined in Rule 144A under the Securities Act which in each case is a BBBqualified purchaseror above from S&Pas defined in the 1940 Act, (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an so long as no Event of Default and has occurred or is continuing, no such assignment, grant or sale of a participation interest shall be to an Ineligible Assignee, (iii) [reserved], (iv) in the case of an assignment of any Advance or Commitment (or any portion thereof), ) or of any Advance Note (or of any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower and the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within , (v) the meaning of Section 3(c)(7) consent of the 0000 XxxAdministrative Agent shall be required for any assignment, and (vi) so long as no Event of Default has occurred or is continuing, the consent of the Borrower (such consent not to be unreasonably withheld or delayed and shall be deemed if no response is made by the Borrower within ten (10) Business Days after delivery to Borrower of notice of a proposed assignment) shall be required for any assignment or participation, other than an assignment or participation (x) to a Lender, an Affiliate of a Lender or an Approved Fund or (y) required by Applicable Law or Governmental Authority. The parties to any such assignment assignment, grant or sale of a participation interest shall execute and deliver to such assigning Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien to (except other than Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo (i) Ally Bank shall not need prior consent of the Borrower or any other party hereto to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (as part of such a transaction all or portion thereof)substantially all of its Advances, Commitments and Notes, to any Person, (ii) [reserved], or (iii) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.16(b), then, in each case, the Administrative Agent shall have the right to cause such Person to assign its entire interest in the Advances and Commitments and this Agreement to a transferee selected by the Administrative Agent prior to the occurrence of an Event of Default with the consent of the Borrower, in an assignment which satisfies the conditions set forth in the first sentence of this Section 12.16(a). Assignments shall be subject to the following additional conditions: (1) no assignments shall be made to (x) the Borrower or any of the Borrower’s Affiliates or Subsidiaries or (y) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (y); (2) no assignments shall be made to a natural person; (3) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lxxxxx’s Commitment or Loan Advances of any class, the amount of the Commitment or Loan Advances of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing; (4) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lxxxxx’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lxxxxx’s rights and obligations in respect of one class of Commitments or Loan Advances; (5) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, 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 (6) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its affiliates and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws, and containing payment instruction for such assignee. (b) The Administrative Agent, acting solely for this purpose as an agent of BorrowerBxxxxxxx, shall maintain at one of its lending offices, a copy of each Joinder Supplement and Transferee Letter transfer pursuant to Section 12.16(a) delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Obligations Advances as well as entitlements to interest owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). Transfer by a Lender of its rights hereunder or under any Note may be effected only by the recording by the Administrative Agent of the identity of the transferee in the Register. The entries in the Register shall be conclusive (absent manifest error)conclusive, and the BorrowerBxxxxxxx, the Collateral Manager 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 Borrower, the Collateral Manager Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. (d) . Each Lender that sells a participation interest shall, acting solely for this purpose as an a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants each participant and the principal amounts (and stated interest) of each such participant’s interest in the Obligations Advances or other obligations under this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligationshereunder) to any Person except to the extent that such disclosure is necessary to establish that such Obligation Commitment, Advance, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury RegulationsRegistered form. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (ec) Notwithstanding the foregoing provisions of this Section 12.16 or any other provision of this AgreementThe Collateral Custodian may, any Lender may at any time time, assign all or any portion part of its Advances rights and obligations hereunder as Collateral Custodian; provided, however, that any such assignee shall (i) be a bank or other financial institution organized and doing business under the laws of the United States or of any state thereof, (ii) be authorized under such laws to exercise corporate trust powers, (iii) have a combined capital and surplus of at least $200,000,000, (iv) be subject to supervision or examination by a United States federal or state banking authority, (v) have a long-term unsecured debt rating of at least “Baa2” by Mxxxx’x and “BBB” by S&P, (vi) have an office within the United States; (vii) be in the business of providing collateral security custodian services consistent with those required pursuant to this Agreement and (viii) is otherwise reasonably acceptable to the Federal Reserve Bank or, as applicable, Administrative Agent and prior to such Lender’s trustee for the benefit occurrence of its investors (but no such assignment shall release any Lender from any of its obligations hereunder). (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs or the Borrower; and provided, further, that such assignment shall not be effective unless (bi), prior to such assignment, Collateral Custodian shall have given ninety (90) days written notice to the Borrower, Collateral Manager, Administrative Agent and each Lender describing such assignment and (ii) such assignee has assumed the responsibilities and obligations of the Collateral Custodian, being assigned to it is required to sell any or all of its Commitments by Applicable Law or any regulatory authorityin writing.

Appears in 1 contract

Samples: Loan and Security Agreement (KKR FS Income Trust)

Assignments by the Lenders. (a) Subject to Section 12.16(f), The Borrowers hereby acknowledge and agree that each Lender may, may at any time with the prior written consent of the Borrower Borrowers (such so long as no Default or Event of Default has occurred and is continuing) and the consent of the Administrative Agent, which consents shall not to be unreasonably withheld, conditioned assign to one or delayedmore Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including without limitation all or a portion of the Extensions of Credit at the time owing to it and the Notes held by it), at any time assign an interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment hereunder to any Person; provided that, each transferee that no such assignment shall be required made to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and Borrowers or any of their Subsidiaries or Affiliates; provided further that (iA) unless a Default or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) each such assignment shall be made unless of a constant, and not a varying percentage, of all such assigning Lender’s rights and obligations under this Agreement; (B) if less than all of the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&Passigning Lender’s Commitment is to be assigned, the Commitment so assigned shall not be less than $5,000,000; (iiC) the consent of parties to each such assignment shall execute and deliver to the Borrower is not required Administrative Agent, for any assignment (x) to any Affiliate of a Lenderits acceptance and recording, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) in the case of an assignment of any Commitment agreement (or any portion thereof), any Advance (or any portion thereofan “Assignment Agreement”) the assignee executes and delivers to the Collateral Manager, the Borrower the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto hereto, together with any Note or Notes subject to such assignment; (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within D) such assignment shall not, without the meaning of Section 3(c)(7) consent of the 0000 Xxx. The parties Borrowers, require the Borrowers to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Loans or any Note under the blue sky laws of any state; (E) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,500 upon the execution by such Lender of the Assignment Agreement; provided that no such fee shall be payable upon any assignment or sale by a Lender to an Affiliate thereof; (F) the assignee thereunder shall be a party to this Agreement and, to the extent provided in such Assignment Agreement, have the rights and obligations of a participation interest Lender hereunder; (G) the assigning Lender thereunder shall, to the extent provided in such Assignment Agreement, be released from its obligations under this Agreement; and (H) upon receipt of an Assignment Agreement from an assigning Lender and an Eligible Assignee, the Administrative Agent shall promptly deliver a copy of such Assignment Agreement to the Borrowers. Within five (5) Business Days after receipt of notice, the Borrowers shall execute and deliver to the Lender, in exchange for the Note or Notes to be surrendered in the manner set forth below, a new Note or Notes payable to the order of such Lender for its acceptance and recording Eligible Assignee in its books and records, such agreement or document as may be satisfactory an amount equal to the Commitment assumed by it pursuant to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) Assignment Agreement and a new Note payable to exist upon, any the order of the Borrower’s rightsassigning Lender in an amount equal to the Commitment retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Note, obligations shall be dated the effective date of such Assignment Agreement and shall otherwise be in substantially the form of the surrendered Note. Each surrendered Note shall be canceled and returned to the Borrowers concurrent with the Borrowers’ delivery of the new Note or duties under Notes. Notwithstanding anything to the Transaction Documents without the prior written contrary in this Section 13.10(b), no consent of the Administrative Agent. Notwithstanding anything contained in Borrowers shall be required for any Lender to assign all or a portion of its interests, rights and obligations under this Agreement to the contrary, Xxxxx Fargo shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion an Affiliate thereof), to any Person. (b) The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a copy of each Joinder Supplement and Transferee Letter delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the 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 Borrower, the Collateral Manager the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower, the Collateral Manager and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. (d) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants and the principal amounts (and stated interest) of each such participant’s interest in the Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding the foregoing provisions of this Section 12.16 or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Advances as collateral security to the Federal Reserve Bank or, as applicable, to such Lender’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder). (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law or any regulatory authority.

Appears in 1 contract

Samples: Credit Agreement (Urban Outfitters Inc)

Assignments by the Lenders. (a) Subject Each Lender (at no cost to Section 12.16(fBorrower) may assign any of its Loans, its Note and its Commitment (but only with the consent of Administrative Agent, which consent shall not be required if the Lender assigning its Loan is Administrative Agent), each provided that: (i) no such consent by Administrative Agent shall be required in the case of any assignment by any Lender may, to another Lender or an Affiliate of such Lender or such other Lender except to the extent that Administrative Agent has reserved the right to consent to further assignments to a Lender in connection with the granting of its consent to the initial assignment to such Lender; (ii) no such assignment shall be made by any Lender to a Prohibited Lender without Borrower’s prior written consent, which consent of the Borrower (such consent shall not to be unreasonably withheld, conditioned or delayed; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing for at least sixty (60) consecutive days; (iii) each such assignment (including an assignment to another Lender or an Affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans and Commitment is assigned to the respective assignee; and (iv) upon execution and delivery by the assignee (even if already a Lender) to Borrower and Administrative Agent of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrument, and upon consent thereto by Administrative Agent to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative Agent), at any time assign an interest inthe obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or sell a participation interest portions thereof) assigned to it (in any Advance addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) or its Commitment hereunder to any Person; provided thatso assigned. Upon each such assignment the assigning Lender shall pay Administrative Agent a processing and recording fee of $3,500 and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assignee, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) the consent of the Borrower if it is not required for any assignment (x) to any Affiliate of already a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (yb) required From and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by any change in Applicable Law or such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (z) during a Default or an Event of Default and (iii) and, in the case of an assignment Assignment and Assumption covering all of any Commitment (or any portion thereof)the assigning Lender’s rights and obligations under this Agreement, any Advance (or any portion thereof) the assignee executes and delivers such Lender shall cease to be a party hereto but shall continue to be entitled to the Collateral Managerbenefits of Sections 2.2.3, the Borrower the Administrative Agent 2.2.4, 2.11.1 and the Collateral Agent a fully executed Joinder Supplement substantially 11.23); provided, however, that in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each no event shall such assigning Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 Xxx. The parties be released with respect to any defaults by or liabilities of such Lender under the Loan Documents which accrued prior to such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 11.20.1 shall be treated for purposes of this Agreement as a sale by such Lender of a participation interest shall execute in such rights and deliver to such Lender for its acceptance and recording obligations in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo shall not need prior consent of the Borrower to consolidate accordance with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any Person. (b) The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a copy of each Joinder Supplement and Transferee Letter delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the 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 Borrower, the Collateral Manager the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower, the Collateral Manager and any Lender, at any reasonable time and from time to time upon reasonable prior noticeSection 11.20.1. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be entitled deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the benefits of Section 2.12 extent and Section 2.13 (subject to the requirements and limitations thereinas provided for in any applicable Legal Requirements, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender Federal Electronic Signatures in Global and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. (d) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants and the principal amounts (and stated interest) of each such participant’s interest in the Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubtNational Commerce Act, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding the foregoing provisions of this Section 12.16 New York State Electronic Signatures and Records Act, or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Advances as collateral security to similar state laws based on the Federal Reserve Bank or, as applicable, to such Lender’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder)Uniform Electronic Transactions Act. (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law or any regulatory authority.

Appears in 1 contract

Samples: Term Loan Agreement (New York City REIT, Inc.)

Assignments by the Lenders. (a) Subject to Section 12.16(f), each Lender may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), at any time assign an interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment hereunder to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) in the case of an assignment of any Commitment (or any portion thereof), any Advance (or any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 Xxx1940 Act. The parties to any such assignment or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any Person. (b) The Administrative Agent, acting solely for this purpose as an agent of BorrowerXxxxxxxx, shall maintain a copy of each Joinder Supplement and Transferee Letter delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the 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 Borrower, the Collateral Manager the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by BorrowerXxxxxxxx, the Collateral Manager Manager, the Collateral Agent and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) The Borrower agrees that each participant pursuant to Section 12.16(a) shall be entitled to the benefits of Section 2.12 and Section 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.12 or Section 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the participating Lender or such participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case that occurs after the participant acquired the applicable participation. (d) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of the applicable participants and the principal amounts (and stated interest) of each such participant’s interest in the Obligations (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Notwithstanding the foregoing provisions of this Section 12.16 or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Advances as collateral security to the Federal Reserve Bank or, as applicable, to such LenderXxxxxx’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder). (f) Xxxxx Fargo, as a Lender, hereby agrees to retain at least 51% of the Commitments unless (a) an Event of Default occurs or (b) it is required to sell any or all of its Commitments by Applicable Law or any regulatory authority.

Appears in 1 contract

Samples: Loan and Security Agreement (Palmer Square Capital BDC Inc.)

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