Common use of Assignments Clause in Contracts

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Lender may assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, 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 Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaire.

Appears in 6 contracts

Samples: Credit Agreement (Tampa Electric Co), Credit Agreement (Tampa Electric Co), Credit Agreement (Tampa Electric Co)

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Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Each Lender may assign to one or more Persons all or a portion of its rights and obligations under this Credit Agreement (including including, without limitation, all or a portion of its Commitment Loans, its Notes, and its Commitment); provided, however, that: (i) each such assignment shall be to an Eligible Assignee; (ii) each of (A) the Loans at Administrative Agent (other than in the time owing to itcase of an Eligible Assignee that is a Lender) with and (B) the prior Issuing Lenders, shall have provided their written consent, such consent, in each case, consent (not to be unreasonably withheld or delayed, of:); (iiii) Borrower, To the extent required in the definition of “Eligible Assignee,” DEI shall have provided that no its written consent of Borrower (not to be unreasonably withheld or delayed) which consent shall not be required for an assignment to a Lender, an Affiliate during the existence of a Lender, an Approved Fund or, if an Default or Event of Default has occurred and is continuing, any other assigneeDefault; provided, furtherhowever, that Borrower DEI shall be deemed to have consented to an any proposed assignment unless it shall have objected object thereto by written notice to the Administrative Agent within five Banking ten Business Days after having received notice thereof; (iiiv) Administrative Agent; provided that no consent of Administrative Agent any such partial assignment shall be required for in an assignment amount at least equal to a Lender; $5,000,000 (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to or, if less, the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Commitment being assigned by such Lender’s Commitment ) or Loans, the amount an integral multiple of the Commitment or Loans of the assigning Lender subject to $5,000,000 in excess thereof; (v) each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower by a Lender shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part constant, and not varying, percentage of all the assigning Lender’s of its rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights Credit Agreement and obligations in respect of Swingline Loansthe Notes; (Cvi) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance an Assignment and AssumptionAgreement in substantially the form of Exhibit 12.3, together with a processing and recordation fee from the assignor of $3,5004,000; and (vii) without the prior written consent of the Administrative Agent, no assignment shall be made to a prospective assignee that bears a relationship to any Borrower described in Section 108(e)(4) of the Code. Upon execution, delivery, and acceptance of such Assignment Agreement, the assignee thereunder shall be a party hereto and, to the extent of such assignment, have the obligations, rights, and benefits of a Lender hereunder and the assigning Lender shall, to the extent of such assignment, relinquish its rights and be released from its obligations under this Credit Agreement. Upon the consummation of any assignment pursuant to this Section 12.3(b), the assignor, the Administrative Agent and the relevant Borrower shall make appropriate arrangements so that, if required, new Notes are issued to the assignee. If the assignee is not incorporated under the laws of the United States of America or a State thereof, it shall deliver to such Borrower and the Administrative Agent certification as to exemption from deduction or withholding of taxes in accordance with Section 4.4. By executing and delivering an assignment agreement in accordance with this Section 12.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (A) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (B) except as set forth in clause (A) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of a Borrower or the performance or observance by such Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (C) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (D) such assignee confirms that it has received a copy of this Credit Agreement, the assigneeother Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (E) such assignee will independently and without reliance upon the Administrative Agent, if such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (F) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; (G) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a Lender; and (H) such assignee represents and warrants that it does not bear a relationship to any Borrower described in Section 108(e)(4) of the Code (provided that such representation shall not be a Lender, shall deliver to required where the Administrative Agent an Administrative Questionnairehas been made aware of such relationship existing between the assignee and the Borrowers and has given its consent to such assignment pursuant to Section 12.3(b)(vii)). For avoidance of doubt, the parties to this Credit Agreement acknowledge that the provisions of this Section 12.3 concerning assignments relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including any pledge or assignment by a Lender to any Federal Reserve Bank or other central bank having jurisdiction over such Lender in accordance with applicable law.

Appears in 5 contracts

Samples: Revolving Credit Agreement (Dominion Energy, Inc), Revolving Credit Agreement (Virginia Electric & Power Co), Revolving Credit Agreement (Dominion Energy South Carolina, Inc.)

Assignments. Notwithstanding anything else herein (A) Subject to the contrary conditions set forth in paragraph (but subject to Section 7.12.2)B) below, any Lender may assign to one or more Persons assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Term Loans at the time owing to it) with the prior written consent, consent (such consent, in each case, consent not to be unreasonably withheld or delayed, of: ) of Borrower and Hermes Agent (i) Borrower, acting at the instruction of Hermes); provided that no consent of Borrower shall be required (1) for any assignment of any Term Loan to an assignment to a Lender, an Affiliate of a Lender, Eligible Assignee (other than an Approved Fund or, that invests primarily in distressed assets) or (2) if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof;. (iiB) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to each of the following additional conditions: (A1) except in the case of an assignment to a Lender or an Affiliate of a Lender Eligible Assignee or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Term Loans, the amount of the Commitment or Term Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption Acceptance with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 7,500,000, unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B2) each partial assignment of Term Loans shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans;; and (C3) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and AssumptionAcceptance. (C) Subject to acceptance and recording thereof pursuant to paragraph (D) of this Section, together from and after the effective date specified in each Assignment and Acceptance the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender hereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.6, 3.7, 3.8 and 12.10 subject to the obligation of such Lender therein). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section shall be treated for purposes of this Agreement as a processing sale by such Lender of a participation in such rights and recordation fee of $3,500; andobligations in accordance with Section 12.7.3. (D) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder) and any written consent to such assignment required by paragraph (B)(1) of this Section, if Administrative Agent shall accept such Assignment and Acceptance and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. (E) An assignee shall not be a Lenderentitled to receive any greater payment under Sections 3.6, 3.7 or 3.8 than the applicable Lender would have been entitled to receive with respect to the interest assigned to such assignee. An assignee shall deliver not be entitled to Administrative Agent an Administrative Questionnairethe benefits of Section 3.8 to the extent such assignee fails to comply with Section 3.8.4 or 3.8.5, as applicable.

Appears in 5 contracts

Samples: Credit Agreement (Foresight Energy LP), Credit Agreement (Foresight Energy LP), Credit Agreement (Foresight Energy LP)

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Each Lender may assign to one or more Persons all or a portion of its rights and obligations under this Credit Agreement (including including, without limitation, all or a portion of its Commitment Loans, its Notes, and its Commitment); provided, however, that: (i) each such assignment shall be to an Eligible Assignee; (ii) each of (A) the Loans at Administrative Agent (other than in the time owing to itcase of an Eligible Assignee that is a Lender) with and (B) the prior Issuing Lenders, shall have provided their written consent, such consent, in each case, consent (not to be unreasonably withheld or delayed, of:); (iiii) Borrower, To the extent required in the definition of “Eligible Assignee,” DEI shall have provided that no its written consent of Borrower (not to be unreasonably withheld or delayed) which consent shall not be required for an assignment to a Lender, an Affiliate during the existence of a Lender, an Approved Fund or, if an Default or Event of Default has occurred and is continuing, any other assigneeDefault; provided, furtherhowever, that Borrower DEI shall be deemed to have consented to an any proposed assignment unless it shall have objected object thereto by written notice to the Administrative Agent within five Banking ten Business Days after having received notice thereof; (iiiv) Administrative Agent; provided that no consent of Administrative Agent any such partial assignment shall be required for in an assignment amount at least equal to a Lender; $5,000,000 (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to or, if less, the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Commitment being assigned by such Lender’s Commitment ) or Loans, the amount an integral multiple of the Commitment or Loans of the assigning Lender subject to $5,000,000 in excess thereof; (v) each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower by a Lender shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part constant, and not varying, percentage of all the assigning Lender’s of its rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights Credit Agreement and obligations in respect of Swingline Loansthe Notes; (Cvi) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance an Assignment and AssumptionAgreement in substantially the form of Exhibit 12.3, together with a processing and recordation fee from the assignor of $3,5004,000; and (vii) without the prior written consent of the Administrative Agent, no assignment shall be made to a prospective assignee that bears a relationship to any Borrower described in Section 108(e)(4) of the Code. Upon execution, delivery, and acceptance of such Assignment Agreement, the assignee thereunder shall be a party hereto and, to the extent of such assignment, have the obligations, rights, and benefits of a Lender hereunder and the assigning Lender shall, to the extent of such assignment, relinquish its rights and be released from its obligations under this Credit Agreement. Upon the consummation of any assignment pursuant to this Section 12.3(b), the assignor, the Administrative Agent and the relevant Borrower shall make appropriate arrangements so that, if required, new Notes are issued to the assignee. If the assignee is not incorporated under the laws of the United States of America or a State thereof, it shall deliver to such Borrower and the Administrative Agent certification as to exemption from deduction or withholding of taxes in accordance with Section 4.4. By executing and delivering an assignment agreement in accordance with this Section 12.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (A) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (B) except as set forth in clause (A) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of a Borrower or the performance or observance by such Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (C) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (D) such assignee confirms that it has received a copy of this Credit Agreement, the assigneeother Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (E) such assignee will independently and without reliance upon the Administrative Agent, if such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (F) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; (G) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a Lender; and (H) such assignee represents and warrants that it does not bear a relationship to any Borrower described in Section 108(e)(4) of the Code (provided that such representation shall not be a Lender, shall deliver to required where the Administrative Agent an Administrative Questionnairehas been made aware of such relationship existing between the assignee and the Borrower and has given its consent to such assignment pursuant to Section 12.3(b)(vii)). For avoidance of doubt, the parties to this Credit Agreement acknowledge that the provisions of this Section 12.3 concerning assignments relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including any pledge or assignment by a Lender to any Federal Reserve Bank or other central bank having jurisdiction over such Lender in accordance with applicable law.

Appears in 4 contracts

Samples: Revolving Credit Agreement (Dominion Energy South Carolina, Inc.), Revolving Credit Agreement (Virginia Electric & Power Co), Revolving Credit Agreement (South Carolina Electric & Gas Co)

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Lender Any Bank may assign to one or more Persons banks or other entities all or a any portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of any of its Commitment and the Loans at the time Commitments, any Advances owing to it, and any Notes held by it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayedwithheld, of: of the Administrative Agent and the Borrower (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that the Borrower shall be deemed to have consented to an any such assignment unless it shall have objected object thereto by written notice to the Administrative Agent within five Banking (5) Business Days after having received notice thereof; (ii) Administrative Agent; provided thereof and provided, further that the Borrower shall have no such consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except right in the case of an assignment assignments to a Lender Bank or an any Affiliate of any Bank or if a Lender or an Default has occurred and is continuing); provided, however, that (i) each such assignment of an assigning Bank’s Commitment shall be of a constant, and not a varying, percentage of all of such Bank’s rights and obligations under this Agreement in respect of such Commitment, (ii) the entire remaining amount of each such resulting Commitment, and applicable Advances of the assigning Lender’s Commitment or Loans, Bank (unless it is assigning all its Commitment) and the amount of the Commitment or Loans of the assigning Lender subject assignee Bank pursuant to each such assignment (determined as of the date of the Assignment and Assumption with respect to such assignment is delivered to Administrative Agentassignment) shall not in no event be less than $5,000,000 10,000,000 for any applicable Commitment and shall be an integral multiple of $1,000,000 (unless each of the Borrower and the Administrative Agent otherwise consentconsents; provided that the Borrower shall have no such consent of Borrower shall be required right if an Event of a Default has occurred and is continuing; ), (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment, together with any Note or Notes subject to such assignment, and shall pay all legal and other expenses in respect of such assignment and (v) the assignor or the assignee shall pay to the Administrative Agent an assignment fee of $3,500 in connection with such assignment (which shall be waivable by the Administrative Agent in its sole discretion). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment, which effective date shall be at least three (3) Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment, have the rights and obligations of a Bank hereunder and (B) each partial assignment shall such Bank thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment, relinquish its rights and be made as released from its obligations to lend under this Agreement (and, in the case of an assignment Assignment covering all or the remaining portion of a proportionate part of all the assigning Lendersuch Bank’s rights and obligations under this Agreement, except that this clause (B) such Bank shall not apply cease to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaireparty hereto).

Appears in 4 contracts

Samples: Credit Agreement (Brinker International, Inc), Credit Agreement (Brinker International, Inc), Credit Agreement (Brinker International, Inc)

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Any Lender may assign to one or more Persons banks or other entities all or a any portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and Revolving Commitment, the Loans at the time Advances owing to it) with , the prior written consentNotes held by it, such consentif any, and the participation interest in each casethe Letter of Credit Obligations held by it); provided, not to be unreasonably withheld or delayedhowever, of: that (i) Borrower, provided that no consent of Borrower each such assignment shall be required for an assignment to a Lender, an Affiliate of a constant, and not a varying, percentage of all of such Lender, an Approved Fund or, if an Event ’s rights and obligations under this Agreement as a Lender and shall involve a ratable assignment of Default has occurred such Lender’s Revolving Commitment and is continuing, any other assignee; provided, further, that Borrower such Lender’s Revolving Advances and shall be deemed to have consented to in an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; amount not less than $5,000,000, (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the resulting Revolving Commitment or Loans and Revolving Advances of the assigning Lender subject (unless it is assigning all its Revolving Commitment) and the assignee Lender pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment is delivered to Administrative Agentassignment) shall not in no event be less than $5,000,000 unless 10,000,000, (iii) each of Borrower such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the applicable Notes, if any, subject to such assignment, (v) each Eligible Assignee shall pay to the Administrative Agent otherwise consenta $4,000 administrative fee; provided that no and (vi) the Administrative Agent shall promptly deliver a copy of the fully executed Assignment and Acceptance to the Administrative Agent. Upon such consent of Borrower execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be required if an Event at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of Default has occurred a Lender hereunder and is continuing; (B) each partial assignment shall such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be made as released from its obligations under this Agreement (and, in the case of an assignment Assignment and Acceptance covering all or the remaining portion of a proportionate part of all the assigning such Lender’s rights and obligations under this Agreement, except that this clause (B) such Lender shall not apply cease to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lenderparty hereto) but shall continue to be entitled to the benefits of Sections 2.8, shall deliver 2.9, 2.11, 9.4, 9.7 and 9.16 with respect to Administrative Agent an Administrative Questionnairefacts and circumstances occurring prior to the effective date of such assignment. Notwithstanding anything herein to the contrary, any Lender may assign, as collateral or otherwise, any of its rights under the Credit Documents to any Federal Reserve Bank.

Appears in 4 contracts

Samples: 5 Year Credit Agreement (National Oilwell Varco Inc), Credit Agreement (National Oilwell Varco Inc), Credit Agreement (National Oilwell Varco Inc)

Assignments. Notwithstanding anything else herein to 17.1 The Tenant shall not assign the contrary (but subject to Section 7.12.2), any Lender may assign to one or more Persons all or a portion whole of its rights and obligations under this Agreement (including all or a portion lease without the consent of its Commitment and the Loans at the time owing to it) with the prior written consentLandlord, such consent, in each case, consent not to be unreasonably withheld withheld. 17.2 The Tenant shall not assign part only of this lease. 17.3 The Landlord and the Tenant agree that for the purposes of section 19(1A) of the Landlord and Xxxxxx Xxx 0000 the Landlord may give its consent to an assignment subject to all or delayed, ofany of the following conditions: (a) a condition that the assignor enters into an authorised guarantee agreement which: (i) Borrower, provided that no consent is in respect of Borrower shall be required for an assignment to a Lender, an Affiliate all the tenant covenants of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereofthis lease; (ii) Administrative Agent; provided that no consent is in respect of Administrative Agent shall be required for an assignment to a Lenderthe period beginning with the date the assignee becomes bound by those covenants and ending on the date when the assignee is released from those covenants by virtue of section 5 of the Landlord and Tenant (Covenants) Xxx 0000; (iii) each LC Issuing Bankimposes principal debtor liability on the assignor; (iv) requires (in the event of a disclaimer of this lease) the assignor to enter into a new tenancy for a term equal to the unexpired residue of the Contractual Term; and (ivv) each Swingline Lender. Assignments shall be subject is otherwise in a form reasonably required by the Landlord; (b) a condition that a person of standing acceptable to the Landlord acting reasonably enters into a guarantee and indemnity of the tenant covenants of this lease in the form set out in Schedule 2 (but with such amendments and additions as the Landlord may reasonably require). 17.4 The Landlord and the Tenant agree that for the purposes of section 19(1A) of the Landlord and Xxxxxx Xxx 0000 the Landlord may refuse its consent to an assignment if either of the following additional conditionscircumstances exist at the date of the Tenant's application for consent to assign this lease: (Aa) except any Annual Rent or other money due under this lease is outstanding; or (b) the proposed assignee is not or will not be capable of being registered as a FIT generator (as defined in the case of SLCS). 17.5 Nothing in this clause shall prevent the Landlord from giving consent subject to any other reasonable condition, nor from refusing consent to an assignment in any other circumstance where it is reasonable to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, 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 Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnairedo so.

Appears in 3 contracts

Samples: Lease Agreement, Lease Agreement, Lease Agreement

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Each Lender may assign to one or more Persons all or a portion of its rights and obligations under this Credit Agreement (including including, without limitation, all or a portion of its Commitment Loans, its Notes, and its Commitment); provided, however, that: each such assignment shall be to an Eligible Assignee; each of (A) the Loans at Administrative Agent and (B) the time owing to it) with the prior Issuing Lenders, shall have provided their written consent, such consent, in each case, consent (not to be unreasonably withheld withheld); DRI shall have provided its written consent (not to be unreasonably withheld) which consent shall not be required during the existence of a Default or delayed, of: (i) Borrower, provided that no consent Event of Borrower Default; any such partial assignment shall be required for in an assignment amount at least equal to a Lender, an Affiliate of a Lender, an Approved Fund $5,000,000 (or, if an Event of Default has occurred and is continuingless, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Commitment being assigned by such Lender’s Commitment ) or Loans, the amount an integral multiple of the Commitment or Loans of the assigning Lender subject to $5,000,000 in excess thereof; each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower by a Lender shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part constant, and not varying, percentage of all the assigning Lender’s of its rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights Credit Agreement and obligations in respect of Swingline Loans; (C) the Notes; and the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance an Assignment and AssumptionAgreement in substantially the form of Exhibit 12.3, together with a processing and recordation fee from the assignor of $3,5004,000. Upon execution, delivery, and acceptance of such Assignment Agreement, the assignee thereunder shall be a party hereto and, to the extent of such assignment, have the obligations, rights, and benefits of a Lender hereunder and the assigning Lender shall, to the extent of such assignment, relinquish its rights and be released from its obligations under this Credit Agreement. Upon the consummation of any assignment pursuant to this Section 12.3(b), the assignor, the Administrative Agent and the relevant Borrower shall make appropriate arrangements so that, if required, new Notes are issued to the assignee. If the assignee is not incorporated under the laws of the United States of America or a State thereof, it shall deliver to such Borrower and the Administrative Agent certification as to exemption from deduction or withholding of taxes in accordance with Section 4.4. By executing and delivering an assignment agreement in accordance with this Section 12.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (A) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; and (B) except as set forth in clause (A) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of a Borrower or the performance or observance by such Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (C) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (D) such assignee confirms that it has received a copy of this Credit Agreement, the assigneeother Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (E) such assignee will independently and without reliance upon the Administrative Agent, if such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (F) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (G) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a Lender. For avoidance of doubt, shall deliver the parties to Administrative Agent an Administrative Questionnairethis Credit Agreement acknowledge that the provisions of this Section 12.3 concerning assignments relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including any pledge or assignment by a Lender to any Federal Reserve Bank in accordance with applicable law.

Appears in 3 contracts

Samples: Credit Agreement (Virginia Electric & Power Co), Credit Agreement (Dominion Resources Inc /Va/), Credit Agreement (Consolidated Natural Gas Co/Va)

Assignments. Notwithstanding anything else herein (i) Subject to the contrary conditions set forth in paragraph (but subject to Section 7.12.2)b)(ii) below, any Lender may assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, consent (such consent, in each case, consent not to be unreasonably withheld or delayed, withheld) of: (iA) each Borrower, ; provided that no consent of Borrower the Borrowers shall be required (1) for an assignment to a Lender, an Affiliate of a Lender, Lender or an Approved Fund or, and (2) if an Event of a Default has occurred and is continuing, for any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereofassignment; (iiB) Administrative the Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iiiC) each LC Issuing Bank; and (ivD) each the Swingline Lender. . (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or Lender, 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, 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 Administrative the Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative the Agent otherwise consent; provided that no such consent of Borrower the Borrowers shall be required if an Event of a Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) sentence shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline outstanding Competitive Loans; (C) the parties to each assignment shall execute and deliver to Administrative the Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative the Agent an Administrative QuestionnaireQuestionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers and their Related Parties or their securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable law, including Federal, State and foreign securities laws. (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(v) of this Section, 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 such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Article III and Section 9.6). (iv) The Agent shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and records of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error and the Borrowers, the Agent, the Issuing Banks and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by any Borrower and, as to entries pertaining to it, any Issuing Bank or Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in this Section and any written consent to such assignment required by this Section, the Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. Each assignee, by its execution and delivery of an Assignment and Assumption, shall be deemed to have represented to the assigning Lender and the Agent that such assignee is an Eligible Assignee.

Appears in 3 contracts

Samples: Credit Agreement (Ameren Energy Generating Co), Credit Agreement (Ameren Energy Generating Co), Credit Agreement (Ameren Energy Generating Co)

Assignments. Notwithstanding anything else herein In addition to the contrary (but subject to assignments permitted by Section 7.12.211.3(a), any each Lender may may, with the prior written consent of the Borrowers and the Administrative Agent (provided that no consent of the Borrowers shall be required during the existence and continuation of an Event of Default), which consent shall not be unreasonably withheld or delayed, assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including all hereunder pursuant to an assignment agreement substantially in the form of Exhibit 11.3 to one or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, more Eligible Assignees; provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower the Borrowers shall be deemed to have consented to an any such assignment unless it the Borrowers shall have objected object thereto by written notice to the Administrative Agent within five Banking 10 Business Days after having received notice thereof; ; and provided further that (i) any such assignment shall be in a minimum aggregate amount of $1,000,000 of the Loans and Commitments and in integral multiples of $1,000,000 above such amount (or the remaining amount of Loans and Commitments held by such Lender), (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, 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 Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part constant, not varying, percentage of all of the assigning Lender’s rights and obligations under this Agreement, except that this clause the Loans and Commitments being assigned and (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (Diii) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative QuestionnaireQuestionnaire in which the assignee designates one or more Persons to whom all syndicate-level information (which may contain material non-public information about the Borrowers 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. Any assignment hereunder shall be effective upon satisfaction of the conditions set forth above and delivery to the Administrative Agent of a duly executed assignment agreement together with a transfer fee of $3,500 payable to the Administrative Agent for its own account. Upon the effectiveness of any such assignment, the assignee shall become a “Lender” for all purposes of this Credit Agreement and the other Credit Documents and, to the extent of such assignment, the assigning Lender shall be relieved of its obligations hereunder to the extent of the Loans and Commitment components being assigned. The Borrowers agree that upon notice of any assignment to an assignee that was not theretofore a Lender, they will promptly provide to such assignee a new Note. Each Lender agrees that, in the event it assigns all of its Commitment hereunder, it shall promptly return the Note or Note(s) executed by the Borrowers in its favor. By executing and delivering an assignment agreement in accordance with this Section 11.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Borrower or its Subsidiaries or the performance or observance by any Credit Party of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assigning Lender and such assignee each represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a Lender.

Appears in 3 contracts

Samples: Term Loan B Agreement (Brandywine Operating Partnership, L.P.), Term Loan Agreement (Brandywine Operating Partnership, L.P.), Term Loan Agreement (Brandywine Operating Partnership, L.P.)

Assignments. Notwithstanding anything else herein (i) The Borrower may not assign any of its rights or obligations under the Loan Documents without the prior written consent of (A) in the case of the Loan Documents referred to in Section 7.07(a), the Administrative Agent and (B) in the case of any of the other Loan Documents, each Lender, and no assignment of any such obligation shall release the Borrower therefrom unless the Administrative Agent or each Lender, as applicable, shall have consented to such release in a writing specifically referring to the contrary obligation from which the Borrower is to be released. (but subject to Section 7.12.2), any ii) Each Lender may from time to time assign to one any or more Persons all or a portion of its rights and obligations under this Agreement (including all the Loan Documents to one or a portion of its Commitment and more Persons, without the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower the Borrower; provided that, no such assignment shall be required for an effective unless (A) the assignment is consented to a Lenderby the Administrative Agent and, an Affiliate of a Lender, an Approved Fund or, if an so long as no Event of Default has occurred and is continuing, any other the Borrower, which consents shall not be unreasonably withheld or delayed, (B) a Notice of Note Assignment with respect to the assignment, duly executed by the assignor and the assignee; provided, furthershall have been given to the Borrower and the Administrative Agent, that Borrower shall be deemed to have consented to (C) in the case of an assignment unless it of a Registered Note, such Registered Note shall have objected thereto been surrendered for registration of assignment duly endorsed by (or accompanied by a written notice to Administrative Agent within five Banking Days after having received notice thereof; instrument of assignment duly executed by) the Registered Holder and such assignment shall have been recorded on the Register and (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (AD) except in the case of an assignment by the Lender that is the Administrative Agent, the Administrative Agent shall have been paid an assignment fee of $2,500. Upon any effective assignment, the assignee shall have all of the rights and shall be obligated to a Lender or an Affiliate perform all of the obligations of a Lender Lender; provided, however, that no assignee shall be entitled to any amounts that would otherwise be payable to it with respect to its assignment under Section 1.06, 1.09 or an assignment Section 1.10 unless (x) such amounts are payable in respect of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of a Regulatory Change Enacted after the date the Assignment and Assumption with respect applicable assignment agreement was executed or (y) such amounts would have been payable to the Lender that made such assignment is delivered to Administrative Agent) shall if such assignment had not be less than $5,000,000 unless each been made. In the event of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial any effective assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be by a Lender, shall deliver the Borrower shall, against (except in the case of a partial assignment) receipt of the existing Note of the assignor Lender, issue a new Note to Administrative Agent an Administrative Questionnairethe assignee Lender.

Appears in 3 contracts

Samples: Loan Agreement (PLM Equipment Growth Fund V), Loan Agreement (PLM Equipment Growth Fund Vi), Loan Agreement (PLM Equipment Growth & Income Fund Vii)

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), i) Any Bank may at any Lender may time assign to one or more Persons banks or other entities (“Purchasers”) all or a portion any part of its rights and obligations under this the Loan Papers. The parties to such assignment shall execute and deliver an Assignment and Acceptance Agreement (including all herein so called) which shall be substantially in the form of Exhibit L or in such other form as may be agreed to by the parties thereto. Each such assignment with respect to a portion Purchaser which is not a Bank or an Affiliate of its a Bank or an Approved Fund shall either be in an amount equal to the entire applicable Commitment and Revolving Loans of the assigning Bank or (unless each of WPC, Borrower and Administrative Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount of the assignment shall be based on the Commitment or outstanding Revolving Loans at (if the time owing Commitment has been terminated) subject to it) with the prior written consentassignment, determined as of the date of such consent, assignment or as of the “Effective Date,” if the “Effective Date” is specified in each case, not to be unreasonably withheld or delayed, of:the Assignment and Acceptance Agreement. (iii) Borrower, provided that no The consent of WPC and Borrower shall be required for prior to an assignment to becoming effective unless Purchaser is a LenderBank, an Affiliate of a Lender, Bank or an Approved Fund orFund, provided that the consent of WPC and Borrower shall not be required if an Event of a Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no . The consent of Administrative Agent shall be required for prior to an assignment becoming effective unless the Purchaser is a Bank, an Affiliate of a Bank or an Approved Fund. The consent of Letter of Credit Issuer shall be required prior to an assignment of a Lender;Commitment becoming effective unless Purchaser is a Bank, an Affiliate of a Bank or an Approved Fund. Any consent required under this Section 15.10(c)(ii) shall not be unreasonably withheld or delayed. (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: Upon (A) except delivery to Administrative Agent of an Assignment and Acceptance Agreement, together with any consents required by Section 15.10(c)(i) and (ii), and (B) payment of a $3,500 fee to Administrative Agent for processing such assignment (unless such fee is waived by Administrative Agent), such assignment shall become effective on the effective date specified in such Assignment and Acceptance Agreement. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Bank party to this Agreement and any other Loan Paper executed by or on behalf of Banks and shall have all the rights and obligations of a Bank under the Loan Papers, to the same extent as if it were an original party thereto, and the transferor Bank shall be released with respect to the Commitment and Revolving Loans assigned to such Purchaser without any further consent or action by WPC, Borrower, Banks or Administrative Agent. In the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount covering all of the assigning Lender’s Commitment or Loans, 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 Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning LenderBank’s rights and obligations under this Agreement, except such Bank shall cease to be a Bank hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Papers which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Bank of rights or obligations under this Agreement that does not comply with this clause (BSection 15.10(c) shall not apply to be treated for purposes of this Agreement as a Swingline Lender’s sale by such Bank of a participation in such rights and obligations in respect accordance with Section 15.10(b). Upon the consummation of Swingline Loans;any assignment to a Purchaser pursuant to this Section 15.10(c), the transferor Bank, Administrative Agent and Borrower shall make appropriate arrangements so that new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. (Civ) Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain at one of its offices in Chicago, Illinois or Dallas, Texas a copy of each Assignment and Acceptance Agreement delivered to it and a register for the parties recordation of the names and addresses of the Banks, and the Commitments of, and principal amounts of the Revolving Loans owing to, each Bank pursuant to each assignment the terms hereof from time to time (the “Register”). The entries in the Register shall execute be conclusive, and deliver to WPC, Borrower, Administrative Agent an Assignment and AssumptionBanks may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Bank hereunder for all purposes of this Agreement, together with a processing notwithstanding notice to the contrary. The Register shall be available for inspection by WPC, Borrower and recordation fee of $3,500; and (D) the assigneeany Bank, if it shall not be a Lender, shall deliver at any reasonable time and from time to Administrative Agent an Administrative Questionnairetime upon reasonable prior notice.

Appears in 3 contracts

Samples: Credit Agreement (Whiting Petroleum Corp), Credit Agreement (Whiting Petroleum Corp), Credit Agreement (Whiting Petroleum Corp)

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any a) Any Lender may at any time assign to one or more Persons (any such Person, an “Assignee”) all or a any portion of its rights such Lender’s Loans and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) Commitments, with the prior written consentconsent of Agent and, such consentso long as no Event of Default exists, in each case, Borrower Representative (which consents shall not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower delayed and shall not be required for an assignment by a Lender to a Lender (other than a Defaulting Lender) or an Affiliate of a Lender (other than an Affiliate of a Defaulting Lender) or an Approved Fund (other than an Approved Fund of a Defaulting Lender)). Except as Agent may otherwise agree, any such assignment shall be in a minimum aggregate amount equal to $1,000,000 or, if less, the remaining Commitment and Loans held by the assigning Lender (provided that an assignment to a Lender, an Affiliate of a Lender, Lender or an Approved Fund orshall not be subject to the foregoing minimum assignment limitations). The Loan Parties and Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Agent shall have received and accepted an effective Assignment and Assumption executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500. Notwithstanding anything herein to the contrary, no assignment may be made to any equity holder of a Loan Party, any Affiliate of any equity holder of a Loan Party, any Loan Party, any holder of Intercompany Subordinated Debt or Alimco Subordinated Debt of a Loan Party, any holder of any debt that is secured by liens or security interests that have been contractually subordinated to the liens and security interests securing the Obligations, or any Affiliate of any of the foregoing Persons without the prior written consent of Agent, which consent may be withheld in Agent’s sole discretion and, in any event, if an Event granted, may be conditioned on such terms and conditions as Agent shall require in its sole discretion, including, without limitation, a limitation on the aggregate amount of Default has occurred Loans and is continuing, any Commitments which may be held by such Person and/or its Affiliates and/or limitations on such Person’s and/or its Affiliates’ voting and consent rights and/or rights to attend Lender meetings or obtain information provided to other assignee; provided, further, that Lenders. Any attempted assignment not made in accordance with this Section 15.9 shall be null and void. Each Borrower shall be deemed to have consented granted its consent to an any assignment requiring its consent hereunder unless it Borrower Representative has expressly objected to such assignment within five (5) Business Days after notice thereof. (b) From and after the date on which the conditions described in Section 15.9(a) above have been met, (i) such Assignee shall be deemed automatically to have become a party hereto and, to the extent that rights and obligations hereunder have been assigned to such Assignee pursuant to the applicable Assignment and Assumption, shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; the rights and obligations of a Lender hereunder and (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, to the amount extent that rights and obligations hereunder have been assigned by it pursuant to the applicable Assignment and Assumption, shall be released from its rights (other than its indemnification rights) and obligations hereunder. Upon the request of the Commitment or Loans of the assigning Lender subject to each such assignment Assignee (determined and, as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all applicable, the assigning Lender’s rights ) pursuant to an effective Assignment and obligations under this AgreementAssumption, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment Borrowers shall execute and deliver to Administrative Agent an for delivery to the Assignee (and, as applicable, the assigning Lender) a promissory note in the principal amount of the Assignee’s Pro Rata Share of the aggregate Revolving Loan Commitment (and, as applicable, a promissory note in the principal amount of the Pro Rata Share of the aggregate Revolving Loan Commitment retained by the assigning Lender). Upon receipt by Agent of such promissory note(s), the assigning Lender shall return to Borrowers any prior promissory note held by it. (c) Agent shall, as a non-fiduciary agent of Borrowers, maintain a copy of each Assignment and AssumptionAssumption delivered and accepted by it and register (the “Register”) for the recordation of names and addresses of the Lenders and the Commitment of each Lender and principal and stated interest of each Loan owing to each Lender from time to time and whether such Lender is the original Lender or the Assignee. Notwithstanding notice to the contrary, together with no assignment shall be effective unless and until the Assignment and Assumption is accepted and registered in the Register. All records of transfer of a processing and recordation fee Lender’s interest in the Register shall be conclusive, absent manifest error, as to the ownership of $3,500; and (D) the assigneeinterests in the Loans, if it notwithstanding notice to the contrary. Agent shall not incur any liability of any kind with respect to any Lender with respect to the maintenance of the Register. Each Lender granting a participation shall, as a non-fiduciary agent of Borrowers, maintain a register containing information similar to that of the Register in a manner such that the loans hereunder are in “registered form” for the purposes of the Code. This Section and Section 15.10 below shall be a Lender, shall deliver to Administrative Agent an Administrative Questionnaireconstrued so that the Loans are at all times maintained in “registered form” for the purpose of the Code and any related regulations (and any successor provisions).

Appears in 2 contracts

Samples: Loan and Security Agreement (Kaspien Holdings Inc.), Loan and Security Agreement (Trans World Entertainment Corp)

Assignments. Notwithstanding anything else herein (a) Each Lender shall have the right at any time, with the prior consent of the Administrative Agent and, so long as no Default or Event of Default then exists, the Borrower (which consent of the Borrower shall not be unreasonably withheld or delayed, and which consent of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the contrary (but subject assigning Lender's ultimate parent corporation) to Section 7.12.2), any Lender may assign to one or more Persons all or a portion any part of its rights and obligations under this Agreement the Loan Documents (including all or a portion including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its Commitment obligation to make Loans and participate in Letters of Credit) to one or more commercial banks or other financial institutions or investors, provided that, unless otherwise agreed to by the Loans at the time owing to it) with the prior written consentAdministrative Agent, such consentassignment shall be of a fixed percentage (and not by its terms of varying percentage) of the assigning Lender's rights and obligations under the Loan Documents; provided, however, that in each case, not order to be unreasonably withheld or delayed, of: make any such assignment (i) Borrowerunless the assigning Lender is assigning all of its Commitments, provided that no consent outstanding Loans and interests in Letters of Borrower Credit, the assigning Lender shall be required for an assignment to a Lenderretain at least $10,000,000 in unused Commitments, an Affiliate outstanding Loans and interests in Letters of a LenderCredit, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent the assignee Lender shall have Commitments, outstanding Loans and interests in Letters of Administrative Agent shall be required for an assignment to a Lender; Credit of at least $5,000,000, (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments such assignment shall be subject evidenced by a written agreement (substantially in the form attached hereto as Exhibit F or in such other form acceptable to the following additional conditions: (AAdministrative Agent) except in the case of an assignment to a executed by such assigning Lender, such assignee Lender or an Affiliate of a Lender or an assignment Lenders, the Administrative Agent and, if required as provided above, the Borrower, which agreement shall specify in each instance the portion of the entire remaining amount Obligations which are to be assigned to the assignee Lender and the portion of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans Commitments of the assigning Lender subject to each such assignment be assumed by the assignee Lender, and (determined as of iv) the date assigning Lender shall pay to the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) 3,500 and any out-of-pocket attorneys' fees and expenses incurred by the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaire.in connection with any such assignment

Appears in 2 contracts

Samples: Credit Agreement (Hewitt Associates Inc), Credit Agreement (Hewitt Associates Inc)

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Each Lender may assign to one or more Persons all or a portion of its rights and obligations under this Credit Agreement (including including, without limitation, all or a portion of its Commitment Loans, its Notes, and its Commitment); provided, however, that: (i) each such assignment shall be to an Eligible Assignee; (ii) each of (A) the Loans at Administrative Agent and (B) the time owing to it) with the prior Issuing Lenders, shall have provided their written consent, such consent, in each case, consent (not to be unreasonably withheld or delayed, of:); (iiii) Borrower, To the extent required in the definition of “Eligible Assignee,” DRI shall have provided that no its written consent of Borrower (not to be unreasonably withheld or delayed) which consent shall not be required for an assignment to a Lender, an Affiliate during the existence of a Lender, an Approved Fund or, if an Default or Event of Default has occurred and is continuing, any other assigneeDefault; provided, furtherhowever, that Borrower DRI shall be deemed to have consented to an any proposed assignment unless it shall have objected object thereto by written notice to the Administrative Agent within five Banking ten Business Days after having received notice thereof; (iiiv) Administrative Agent; provided that no consent of Administrative Agent any such partial assignment shall be required for in an assignment amount at least equal to a Lender; $5,000,000 (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to or, if less, the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Commitment being assigned by such Lender’s Commitment ) or Loans, the amount an integral multiple of the Commitment or Loans of the assigning Lender subject to $5,000,000 in excess thereof; (v) each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower by a Lender shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part constant, and not varying, percentage of all the assigning Lender’s of its rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights Credit Agreement and obligations in respect of Swingline Loansthe Notes; (Cvi) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance an Assignment and AssumptionAgreement in substantially the form of Exhibit 12.3, together with a processing and recordation fee from the assignor of $3,5004,000; and (vii) without the prior written consent of the Administrative Agent, no assignment shall be made to a prospective assignee that bears a relationship to any Borrower described in Section 108(e)(4) of the Code. Upon execution, delivery, and acceptance of such Assignment Agreement, the assignee thereunder shall be a party hereto and, to the extent of such assignment, have the obligations, rights, and benefits of a Lender hereunder and the assigning Lender shall, to the extent of such assignment, relinquish its rights and be released from its obligations under this Credit Agreement. Upon the consummation of any assignment pursuant to this Section 12.3(b), the assignor, the Administrative Agent and the relevant Borrower shall make appropriate arrangements so that, if required, new Notes are issued to the assignee. If the assignee is not incorporated under the laws of the United States of America or a State thereof, it shall deliver to such Borrower and the Administrative Agent certification as to exemption from deduction or withholding of taxes in accordance with Section 4.4. By executing and delivering an assignment agreement in accordance with this Section 12.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (A) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (B) except as set forth in clause (A) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of a Borrower or the performance or observance by such Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (C) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (D) such assignee confirms that it has received a copy of this Credit Agreement, the assigneeother Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (E) such assignee will independently and without reliance upon the Administrative Agent, if such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (F) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; (G) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a Lender; and (H) such assignee represents and warrants that it does not bear a relationship to any Borrower described in Section 108(e)(4) of the Code (provided that such representation shall not be a Lender, shall deliver to required where the Administrative Agent an Administrative Questionnairehas been made aware of such relationship existing between the assignee and the Borrower and has given its consent to such assignment pursuant to Section 12.3(b)(vii)). For avoidance of doubt, the parties to this Credit Agreement acknowledge that the provisions of this Section 12.3 concerning assignments relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including any pledge or assignment by a Lender to any Federal Reserve Bank or other central bank having jurisdiction over such Lender in accordance with applicable law.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Dominion Resources Inc /Va/), Revolving Credit Agreement (Dominion Resources Inc /Va/)

Assignments. Notwithstanding anything else herein (a) Subject to the contrary (but subject to conditions set forth in Section 7.12.212.02(b)(ii), any Lender may assign to one or more Persons assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, consent (such consent, in each case, consent not to be unreasonably withheld or delayed, withheld) of: (i) the Borrower, provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof;and (ii) the Administrative Agent; , provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Loan to a Lender;, an Affiliate of a Lender or an Approved Fund. (iiib) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, 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 Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (Bi) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement, except provided that this clause (B) shall not apply be construed to prohibit the assignment of a Swingline proportionate part of all the assigning Lender’s rights and obligations in respect of Swingline (A) Commitments or Revolving Loans or (B) any Competitive Loans; (Cii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (“Assignment and Assumption”) in substantially the form of Exhibit I hereto, together with a processing and recordation fee of $3,500; and (Diii) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. (c) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee's completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in Section 12.02(b)(ii) and any written consent to such assignment required by Section 12.02(a), the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.10(e), 2.18(e)(ii), 2.19, 10.09 or 11.02, the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

Appears in 2 contracts

Samples: Credit Agreement (Lennar Corp /New/), Credit Agreement (Lennar Corp /New/)

Assignments. Notwithstanding anything else herein to Without any requirements for further consent of the contrary (but subject to Section 7.12.2)Seller, any Lender Buyer may assign to one any or more Persons all or a portion of its rights and obligations under this Agreement (including all the Repurchase Documents to its own Buyer Affiliates or to an assignee that is a portion of its Buyer with a Commitment and the Loans at the time owing hereunder immediately prior to it) with giving effect to such assignment. With the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if the Administrative Agent and (unless an Event of Default has occurred that the Administrative Agent has not declared in writing to have been cured or waived) the Seller, which consent of the Seller will not be unreasonably withheld, and is continuingat no cost to the Seller or the Administrative Agent, any other assignee; provided, further, that Borrower shall be deemed Buyer may assign any or all of its rights and obligations under the Repurchase Documents to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agentone or more assignees; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A1) except in the case of an assignment to a Lender Buyer or an a Buyer Affiliate of a Lender or an assignment of the entire remaining amount of the assigning LenderBuyer’s Commitment or LoansCommitted Sum, the amount of the Commitment or Loans of the assigning Lender subject to each no such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be in an amount less than $5,000,000 15,000,000, unless each of Borrower and the Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an and (unless a Default or Event of Default has occurred and is continuing; ) the Seller consents thereto, (B2) each partial assignment shall be made as an assignment of a proportionate part of all the assigning LenderBuyer’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D3) the assignee, if it shall is not be a LenderBuyer hereunder immediately prior to giving effect to such assignment, 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 Seller and its Affiliates 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, (4) the assignee may not be an Affiliate of the Seller and (5) each such assignment shall be effected pursuant to an Assignment and Assumption substantially in the form of Exhibit E, to be delivered to the Administrative QuestionnaireAgent together with a processing and recording fee of $3,500 (which shall not be applicable with respect to the initial syndication of the Transactions), with the assignor to have no further right or obligation with respect to the rights and obligations assigned to and assumed by the assignee. The Seller agrees that, as to any assignment to any Buyer Affiliate or if the Seller consents to any other assignment, the Seller will cooperate with the prompt execution and delivery of documents reasonably necessary to such assignment process to the extent that the Seller incurs no cost or expense that is not paid by the assigning Buyer and the assignee immediately upon delivery to the Seller of such assignment form. Subject to acceptance and recording thereof pursuant to Section 22.17(d), from and after the effective date specified in each Assignment and Assumption, the assignee shall be a Buyer for all purposes under this Agreement and the other Repurchase Documents, if the assignment is an assignment of all of the assignor’s interest in the Purchased Loans then held by the Administrative Agent (or by the Custodian on behalf of the Administrative Agent), the assignor shall be automatically released from all of its obligations and liabilities hereunder, and, whether it is such a complete assignment or only a partial assignment, the Committed Sums shall be adjusted appropriately, and the parties agree to approve in writing a revised and updated version of Schedule BC. Any assignment or transfer by a Buyer of rights or obligations under this Agreement that does not comply with this Section 22.17(b) shall be treated for purposes of this Agreement as a sale by such Buyer of a participation in such rights and obligations in accordance with Section 22.17(a).

Appears in 2 contracts

Samples: Master Repurchase Agreement (Horton D R Inc /De/), Master Repurchase Agreement (Horton D R Inc /De/)

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Any Lender may at any time assign to one or more Persons Eligible Assignees (each, a “Purchaser”) all or a portion any part of its rights and obligations under the Loan Documents. Such assignment must be substantially in the form of Exhibit B or in any other form that is reasonably acceptable to Agent and approved by the parties to this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) Agreement. Each such assignment with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower shall be required for an assignment respect to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and Purchaser that is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to not a Lender or an Affiliate of a Lender or an assignment of Approved Fund shall either be in an amount equal to the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans and Outstanding Credit Exposure of the assigning Lender or (unless each of Company and Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount of the assignment must be based on the Commitment or Aggregate Outstanding Credit Exposure (if the Commitment has been terminated or with respect to an assignment of Term Loans) subject to each such assignment (the assignment, determined as of the date the Assignment and Assumption with respect to of such assignment or as of the “Trade Date”, if the “Trade Date” is delivered specified in the assignment. The consent of Company is required for an assignment to Administrative Agent) shall not be less than $5,000,000 effective unless each the Purchaser is a Lender, an Affiliate of Borrower and Administrative Agent otherwise consent; a Lender, or an Approved Fund, provided that no such the consent of Borrower shall be Company is not required if an Event of Default has occurred and is continuing; (B) each partial assignment exists; provided further that Company shall be made as deemed to have consented to any such assignment unless it objects by written notice to Agent within 5 Business Days after receiving notice of the assignment. Agent’s consent is required for an assignment to be effective unless the Purchaser is a Lender, an Affiliate of a Lender, or an Approved Fund. The consent of each LC Issuer is required for an assignment of a proportionate part Commitment to be effective unless the Purchaser is a Lender with a Commitment. Any consent this Section 9.5.c requires shall not be unreasonably withheld, conditioned, or delayed. Upon (i) delivery to Agent of an assignment, together with any consents required by Sections 9.5.a and 9.5.b, and (ii) payment of a $3,500 fee to Agent for processing such assignment (unless Agent waives such fee), such assignment shall become effective on the effective date specified in such assignment. The assignment shall contain a representation by the Purchaser that none of the consideration used to make the purchase of the Commitment and Outstanding Credit Exposure under the applicable assignment agreement constitutes “plan assets” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document signed by or on behalf of the Lenders and have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party to the Loan Documents, and the transferor Lender shall be released with respect to the Commitment and Outstanding Credit Exposure assigned to such Purchaser without any further consent or action by Borrowers, the Lenders, or Agent. In the case of an assignment of all of the assigning Lender’s rights and obligations under this Agreement, except such Lender shall cease to be a Lender but shall continue to be entitled to the benefits of, and subject to, those provisions of the Loan Documents that survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this clause (B) Agreement that does not comply with this Section 9.5.c shall not apply to be treated for the purposes of this Agreement as a Swingline Lender’s sale by such Lender of a participation in such rights and obligations in respect accordance with Section 9.5.b. Upon the consummation of Swingline Loans; (C) any assignment to a Purchaser pursuant to this Section 9.5.c, the parties transferor Lender, Agent and Borrowers shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each assignment case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. Agent, acting solely for this purpose as an agent of Borrowers, shall execute and deliver to Administrative Agent an maintain at one of its offices in the United States, a copy of each Assignment and AssumptionAssumption delivered to it and a register for the recordation of the names and addresses of the Lenders, together with a processing and recordation fee the Commitments of, and principal amounts of $3,500; and (D) the assigneeLoans owing to, if it shall not be a each Lender, and participations of each Lender in Facility LCs, pursuant to the terms of this Agreement from time to time (the “Register”). The entries in the Register shall deliver be conclusive absent manifest error, and Borrowers, Agent, and the Lenders shall treat each Person whose name is recorded in the Register pursuant to Administrative Agent an Administrative Questionnairethis Section 9.5.c as a Lender for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Company at any reasonable time and from time to time upon reasonable prior notice.

Appears in 2 contracts

Samples: Credit Agreement (Life Time Fitness, Inc.), Credit Agreement (Life Time Fitness, Inc.)

Assignments. Notwithstanding anything else herein (i) (Subject to the contrary conditions set forth in clause (but subject to Section 7.12.2)ii) below, any Lender Bank may assign to one or more Persons Banks or other institutions (each an "Assignee") all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and Commitment, the Loans at the time owing to itit and its L/C Interests) with the prior written consent, consent (such consent, in each case, consent not to be unreasonably withheld or delayed, withheld) of: (ia) Borrowerthe Company, provided that no consent of Borrower the Company shall be required for an assignment to (1) a Lender, Bank or an Affiliate affiliate of a Lender, an Approved Fund or, Bank that is a financial institution or (2) if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereofAssignee, (b) the Agent; (iic) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC the Issuing Bank; and (ivd) each the Swingline Lender. . (ii) Assignments shall be subject to the following additional conditions: (Aa) except in the case of an assignment to a Lender Bank or an Affiliate affiliate of a Lender Bank or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment Bank's Commitment, Loans or LoansL/C Interests, the amount of the Commitment Commitment, Loans or Loans L/C Interests of the assigning Lender Bank subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative the Agent) shall not be less than $5,000,000 10,000,000 and in multiples of $1,000,000 unless each of Borrower the Company and Administrative the Agent otherwise consent; , provided that no such consent of Borrower the Company shall be required if an Event of Default has occurred and is continuing; (Bb) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s Bank's rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (Cc) the parties to each assignment shall execute and deliver to Administrative the Agent an Assignment and Assumption, together with a processing and recordation fee of $3,5004,000; and (Dd) the assigneeAssignee, if it shall not be a LenderBank, shall deliver to Administrative the Agent an Administrative Questionnaire. (iii) Subject to acceptance and recording thereof pursuant to clause (iv) of this Section, 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 such Assignment and Assumption, have the rights and obligations of a Bank under this Agreement, and the assigning Bank thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Bank's rights and obligations under this Agreement, such Bank shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.11(D), 2.12, 8.03 and 9.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Masco Corp /De/), Revolving Credit Agreement (Masco Corp /De/)

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any a) Any Lender may at any time assign to one or more Persons (excluding (x) the Loan Parties, (y) any individual and (z) Sponsor and its Investment Affiliates) (any such non-excluded Person, an “Assignee”) all or a any portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the such Lender’s Loans at the time owing to it) with the prior written consent, such consent, in each case, consent of Agent (which shall not to be unreasonably withheld or delayed) and, of: so long as no Event of Default exists, Administrative Borrower (which consents shall not be unreasonably withheld or delayed and shall not be required (i) Borrower, provided that no consent of from Administrative Borrower shall be required for an assignment by a Lender to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a another Lender or an Affiliate of a Lender or an Approved Fund of a Lender or to any Person that would constitute a member of its Lender Group or (ii) from Agent for an assignment by a Lender to another Lender or an Affiliate of the entire remaining amount a Lender or an Approved Fund of the assigning Lender’s Commitment a Lender or Loansto any Person that would constitute a member of its Lender Group). Except as Agent may otherwise agree, the amount of the Commitment or Loans of the assigning Lender subject to each any such assignment (determined as other than any assignment by a Lender to a Lender or an Affiliate or Approved Fund of a Lender or any Person that would constitute a member of its Lender Group) shall be in a minimum aggregate amount equal to $5,000,000 or, if less, the remaining principal amount held by the assignor of the date Loan being assigned. Borrowers and Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Agent shall have received and accepted an effective Assignment Agreement executed, delivered and Assumption with respect fully completed by the applicable parties thereto and a processing fee of $3,500 to be paid to Agent by the Lender to whom such assignment interest is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consentassigned; provided provided, that no such consent of Borrower fee shall be required if payable in connection with any assignment by a Lender to a Lender or an Event Affiliate or Approved Fund of Default has occurred and is continuing; (B) each partial a Lender or any Person that would constitute a member of its Lender Group. Any attempted assignment not made in accordance with this Section 10.8.1 shall be made treated as an assignment the sale of a proportionate part of all the assigning Lender’s rights and obligations participation under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative QuestionnaireSection 10.8.

Appears in 2 contracts

Samples: Second Lien Credit Agreement (Performance Health Holdings Corp.), Second Lien Credit Agreement (Performance Health Holdings Corp.)

Assignments. Notwithstanding anything else herein (i) Subject to the contrary conditions set forth in paragraph (but subject to Section 7.12.2)b)(ii) below, any Lender may assign to one or more Persons Lenders, Affiliates of Lenders, Approved Funds or other Persons, other than, in each case, a natural person, a Defaulting Lender, a Borrower or a subsidiary or Affiliate of a Borrower (any such permitted assignee being called an “Eligible Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, consent (such consent, in each case, consent not to be unreasonably withheld or delayed, ) of: (iA) each Borrower, ; provided that no consent of Borrower the Borrowers shall be required (1) for an assignment to a Lender, an Affiliate of a Lender, Lender or an Approved Fund or, and (2) if an Event of a Default has occurred and is continuing, for any other assigneeassignment; provided, provided further, that each Borrower shall will be deemed to have consented to an assignment unless if it shall have objected does not respond to a written request for a consent thereto by written notice to Administrative Agent within five Banking 10 Business Days after having received notice thereofactual receipt of such request; (iiB) Administrative the Agent; provided that no consent of Administrative the Agent shall be required for an assignment to a Lender or an Affiliate of a Lender; (iii) each LC Issuing Bank; and (ivC) each Swingline Lender. Issuing Bank. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or Lender, 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, 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 Administrative the Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative the Agent otherwise consent; provided that no such consent of Borrower the Borrowers shall be required if an Event of a Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative the Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative the Agent an Administrative QuestionnaireQuestionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain MNPI) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable law, including Federal, state and foreign securities laws. (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(v) of this Section, 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 such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Article III and Section 9.6). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.1 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such Lender’s rights or obligations as provided in Section 12.1(c). (iv) The Agent, acting solely for this purpose as a non-fiduciary agent, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error and the Borrowers, the Agent, the Issuing Banks and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by either Borrower and, as to entries pertaining to it, any Issuing Bank or Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire and any tax forms required by Section 3.5(e) (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in this Section and any written consent to such assignment required by this Section, the Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. Each assignee, by its execution and delivery of an Assignment and Assumption, shall be deemed to have represented to the assigning Lender and the Agent that such assignee is an Eligible Assignee.

Appears in 2 contracts

Samples: Credit Agreement (Ameren Illinois Co), Credit Agreement (Ameren Illinois Co)

Assignments. Notwithstanding anything else herein (i) Subject to the contrary conditions set forth in paragraph (but subject to Section 7.12.2)b)(ii) below, any Lender may assign to one or more Persons Lenders, Affiliates of Lenders, Approved Funds or other Persons, other than, in each case, a natural person, a Borrower or a subsidiary or Affiliate of a Borrower (any such permitted assignee being called an “Eligible Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, consent (such consent, in each case, consent not to be unreasonably withheld or delayed, ) of: (iA) each Borrower, ; provided that no consent of Borrower the Borrowers shall be required (1) for an assignment to a Lender, an Affiliate of a Lender, Lender or an Approved Fund or, and (2) if an Event of a Default has occurred and is continuing, for any other assigneeassignment; provided, provided further, that each Borrower shall will be deemed to have consented to an assignment unless if it shall have objected does not respond to a written request for a consent thereto by written notice to Administrative Agent within five Banking 10 Business Days after having received notice thereofactual receipt of such request; (iiB) Administrative the Agent; provided that no consent of Administrative the Agent shall be required for an assignment to a Lender or an Affiliate of a Lender; (iii) each LC Issuing Bank; and (ivC) each Swingline Lender. Issuing Bank. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or Lender, 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, 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 Administrative the Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative the Agent otherwise consent; provided that no such consent of Borrower the Borrowers shall be required if an Event of a Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative the Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative the Agent an Administrative QuestionnaireQuestionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain MNPI) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable law, including Federal, State and foreign securities laws. (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(v) of this Section, 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 such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Article III and Section 9.6). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.1 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such Lender’s rights or obligations as provided in Section 12.1(c). (iv) The Agent, acting solely for this purpose as a non-fiduciary agent, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error and the Borrowers, the Agent, the Issuing Banks and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by either Borrower and, as to entries pertaining to it, any Issuing Bank or Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in this Section and any written consent to such assignment required by this Section, the Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. Each assignee, by its execution and delivery of an Assignment and Assumption, shall be deemed to have represented to the assigning Lender and the Agent that such assignee is an Eligible Assignee.

Appears in 2 contracts

Samples: Credit Agreement (Union Electric Co), Credit Agreement (Union Electric Co)

Assignments. Notwithstanding anything else herein Each Bank may, upon prior notice to and consent of Borrower and Agent, which consent shall not be unreasonably withheld or delayed and which consent of Borrower shall not be required after the occurrence of a Default or an Event of Default hereunder, from time to time sell and assign a pro rata part of all of the Debt evidenced by the Note then owned by it together with an equivalent proportion of its obligation to make Revolving Loans hereunder and the credit risk incidental to the contrary Letters of Credit and Swingline Loans pursuant to an assignment and acceptance substantially in the form of Exhibit F attached hereto, executed by the assignor, the assignee, Agent, and, so long as no Default or Event of Default is in existence, Borrower (but subject to Section 7.12.2), any Lender may assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, which consent by Borrower shall not to be unreasonably withheld or delayed, of: ) (i) Borrower, provided that no consent of Borrower shall be required for each an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred “Assignment and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative AgentAcceptance”); provided that no consent of Administrative Agent assignment under this Section 9.7 shall be required for an assignment made by any Bank to a Lender; (iii) Borrower or to any Subsidiary, Related Party or other affiliate of Borrower. The Assignment and Acceptance shall specify in each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to instance the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment portion of the entire remaining amount of Debt evidenced by the assigning Lenderassignor’s Commitment or Loans, Note which is to be assigned to each such assignee and the amount portion of the Commitment or Loans of the assigning Lender subject assignor and the credit risk incidental to each the Letters of Credit (which portions shall be equivalent) to be assumed by the assignee, provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a federal reserve bank. Any such assignment (determined as portion of the date the Assignment and Assumption with respect Debt assigned by any Bank pursuant to such assignment is delivered to Administrative Agent) this Section 9.7 shall not be less than $5,000,000 unless it shall constitute all Debt owing to the assignor. Upon the execution of each of Assignment and Acceptance by the assignor, the assignee and, if required, Borrower and Administrative consent thereto by Agent otherwise consent; provided that (i) such assignee shall thereupon become a “Bank” for all purposes of this Agreement with a Commitment in the amount set forth in such Assignment and Acceptance and with all the rights, powers and obligations afforded a Bank hereunder, (ii) the assignor shall have no further liability for funding the portion of its Commitment assumed by such consent of Borrower other Bank, (iii) the address for notices to such new Bank shall be required if an Event as specified in the Assignment and Acceptance, and (iv) Borrower shall, in exchange for the cancellation of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this AgreementNote held by the assignor Bank, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver a Note to Administrative Agent the assignee Bank in the amount of its Commitment and new Note to the assignor Bank in the amount of its Commitment after giving effect to the reduction occasioned by such assignment, all such Notes to constitute “Notes” for all purposes of this Agreement. There shall be paid to Agent, as a condition to each such assignment, an Assignment and Assumption, together with a processing and recordation administration fee of $3,500; and (D) 3,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assigneeassignor or the assignee as they may mutually agree, if it but under no circumstances shall not any portion of such fee be payable by or charged to Borrower. Agent and each of the Banks are hereby authorized to deliver a Lender, shall deliver copy of any financial statement or other information made available by Borrower to Administrative Agent an Administrative Questionnaireany proposed assignee or participant in any portion of any Bank’s Loans and Commitment hereunder.

Appears in 2 contracts

Samples: Credit Agreement (Shoe Carnival Inc), Credit Agreement (Shoe Carnival Inc)

Assignments. Notwithstanding anything else herein (a) Each Lender shall have the right at any time, with the prior consent of the Administrative Agent and, so long as no Event of Default then exists, the Borrower (which consent of the Borrower shall not be unreasonably withheld) to sell, assign, transfer or negotiate all or any part of its rights and obligations under the contrary Loan Documents (but subject including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its obligation to Section 7.12.2), any Lender may assign make Loans and participate in Letters of Credit) to one or more Persons commercial banks or other financial institutions or investors, provided that, unless otherwise agreed to by the Administrative Agent, such assignment shall be of a fixed percentage (and not by its terms of varying percentage) of the assigning Lender's rights and obligations under the Loan Documents; provided, however, that in order to make any such assignment, (i) unless the assigning Lender is assigning all of its Commitments, outstanding Loans and interests in Letters of Credit Obligations, the assigning Lender shall retain at least $5,000,000 in unused Commitments, outstanding Loans and interests in Letters of Credit, (ii) the assignee Lender shall have Commitments, outstanding Loans and interests in Letters of Credit of at least $5,000,000, (iii) each such assignment shall be evidenced by a written agreement (substantially in the form attached hereto as Exhibit F or in such other form acceptable to the Administrative Agent) executed by such assigning Lender, such assignee Lender or Lenders, the Administrative Agent and, if required as provided above, the Borrower, which agreement shall specify in each instance the portion of the Obligations which are to be assigned to the assignee Lender and the portion of the Commitments of the assigning Lender to be assumed by the assignee Lender, (iv) the Swing Loans and Swing Line Commitment shall only be assigned (if at all) in total and (v) the assigning Lender shall pay to the Administrative Agent a processing fee of $3,500 and any out-of-pocket attorneys' fees and expenses incurred by the Administrative Agent in connection with any such assignment agreement. Any such assignee shall become a Lender for all purposes hereunder to the extent of the rights and obligations under the Loan Documents it assumes and the assigning Lender shall be released from its obligations, and will have released its rights, under the Loan Documents to the extent of such assignment. The address for notices to such assignee Lender shall be as specified in the assignment agreement executed by it. Promptly upon the effectiveness of any such assignment agreement, the Borrower shall execute and deliver replacement Notes to the assignee Lender and the assigning Lender in the respective amounts of their Commitments (or assigned principal amounts, as applicable) after giving effect to the reduction occasioned by such assignment (all such Notes to constitute "Notes" for all purposes of the Loan Documents), and the assignee Lender shall thereafter surrender to the Borrower its old Notes. The Borrower authorizes each Lender to disclose to any purchaser or prospective purchaser of an interest in the Loans and interest in Letters of Credit owed to it or its Commitments under this Section any financial or other information pertaining to the Borrower or any Subsidiary. (b) Any Lender may at any time pledge or grant a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any such pledge or grant to a Federal Reserve Bank, and this Section shall not apply to any such pledge or grant of a security interest; provided that no such pledge or grant of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or secured party for such Lender as a party hereto; provided further, however, that the right of any such pledgee or grantee (other than any Federal Reserve Bank) to further transfer all or any portion of the rights pledged or granted to it, whether by means of foreclosure or otherwise, shall be at all times subject to the terms of this Agreement. (c) Notwithstanding anything to the contrary contained herein, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing from time to time by the Designating Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Revolving Loan that such Designating Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPV to make any Revolving Loan, (ii) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Revolving Loan, the Designating Lender shall be obligated to make such Revolving Loan pursuant to the terms hereof, and (iii) the Designating Lender shall remain liable for any indemnity or any other payment or performance obligation with respect to its Revolving Credit Commitment hereunder or with respect to any Revolving Loan made by an SPV pursuant to an option to make such Revolving Loan granted pursuant hereto. The making of a Revolving Loan by an SPV hereunder shall utilize the Revolving Credit Commitment of the Designating Lender to the same extent, and as if, such Revolving Loan were made by such Designating Lender. (d) As to any Revolving Loans or portions thereof made by it, each SPV shall have all the rights that a Lender making such Revolving Loans or portion thereof would have had under this Agreement; provided, however, that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Agreement (and any other Loan Documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Agreement. No additional Revolving Credit Note shall be required to evidence the Revolving Loans or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Revolving Credit Note as agent for such SPV to the extent of the Revolving Loans or portions thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (e) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Agreement for which a Lender would otherwise be liable, provided that the Designating Lender which grants options to make Revolving Loans to such SPV shall be liable for such amounts as set forth in clause (c)(iii), above. In furtherance of the foregoing, each party hereto hereby agrees (which agreements shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. (f) In addition, notwithstanding anything to the contrary contained in this Section 13.12 or otherwise in this Agreement, any SPV may (i) at any time and without paying any processing fee therefor, assign or participate all or a portion of its rights interest in any Revolving Loans to the Designating Lender or to any financial institutions providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Revolving Loans and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent disclose on a confidential basis any non-public information relating to its Revolving Loans to any rating agency, commercial paper dealer or provider of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender any surety, guarantee or an Affiliate of a Lender credit or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, 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 liquidity enhancements to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative QuestionnaireSPV.

Appears in 2 contracts

Samples: Credit Agreement (Ios Brands Corp), Credit Agreement (Ios Brands Corp)

Assignments. Notwithstanding anything else herein to Any Lender may, with the contrary consent of the Borrower (but subject to Section 7.12.2)which consent shall not be unreasonably withheld or delayed) and the Administrative Agent, any Lender may assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including all including, such Lender’s Commitment (or a any portion or element thereof), the Loans, the Notes and other Obligations) to one or more commercial banks, insurance companies, funds or other financial institutions with the Required Ratings; provided that the consent of its Commitment the Borrower and the Loans Administrative Agent for any assignment shall not be required if (i) a Default or an Event of Default is continuing, (ii) such assignment is (A) to an Affiliate of such Lender or (B) to another Person who at the time owing of such assignment already is a party to itthis Agreement as a Lender or (iii) with such assignment is made to an Approved Selling Institution (it being agreed that the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower shall have review and approval rights over the documents relating to such assignment). Notwithstanding anything to the contrary herein, the Lenders and the Administrative Agent shall not be required for permitted to make an assignment to a Lender, an Affiliate Competitor unless (i) any Event of a Lender, an Approved Fund or, if Default other than an Event of Default described in Section 7.01(i) (Bankruptcy, Insolvency, etc.) has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to continuing and the Administrative Agent within five Banking Days after having received notice thereof; and/or the Lenders have declared the outstanding principal amount of all or any portion of the outstanding Loans and other Obligations to be due and payable in accordance with Section 7.03(b), (ii) Administrative Agent; provided that no consent an Event of Administrative Agent shall be required for an assignment to a Lender; Default described in Section 7.01(i) (Bankruptcy, Insolvency, etc.) has occurred or (iii) each LC Issuing Bank; and (iv) each Swingline Lenderthe Borrower has consented to such assignment. Assignments No assignment pursuant to the immediately preceding sentences to an institution other than another Lender shall be subject to the following additional conditions: in an aggregate amount less than (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of unless the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or and outstanding Loans of the assigning Lender subject is so assigned) $5,000,000. If any Lender so sells or assigns all or a part of its rights hereunder or under the Notes, any reference in this Agreement or the Notes to each such Lender shall thereafter refer to said Lender and to its respective assignee to the extent of their respective interests and such assignee shall have, to the extent of such assignment (determined unless otherwise provided therein), the same rights and benefits as it would if it were such assigning Lender. Each assignment pursuant to this paragraph (b) shall be effected by the assigning Lender and the assignee Lender executing an Assignment Agreement (an “Assignment Agreement”), which Assignment Agreement shall be substantially in the form of Exhibit C (appropriately completed). At the time of any assignment pursuant to this paragraph (b), this Agreement shall be deemed to be amended to reflect the Commitment of the date respective assignee (which shall result in a direct reduction to the Assignment Commitment of the assigning Lender) and Assumption the Borrower shall, if requested in writing by the assignee or assigning Lender, issue new Notes to the respective assignee and to the assigning Lender (if it shall maintain any Commitment following such assignment) in conformity with the requirements of Section 3.02 (Note). To the extent of any assignment pursuant to this paragraph (b), the assigning Lender shall be relieved of its obligations hereunder with respect to its assigned Commitment. In connection with any such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and assignment, the applicable Lender, the Administrative Agent otherwise consent; provided that no and the Borrower agree to execute such consent of Borrower documents (including amendments to this Agreement and the other Credit Documents) as shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment reasonably necessary to effect the foregoing. Nothing in this Agreement shall be made as an assignment of a proportionate part of all prevent or prohibit any Lender from pledging the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply Notes or Loans to a Swingline Lender’s rights and obligations Federal Reserve Bank in respect support of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaireborrowings made by such Lender from such Federal Reserve Bank.

Appears in 2 contracts

Samples: Credit Agreement (FS Energy & Power Fund), Credit Agreement (FS Investment Corp II)

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Any Lender may at any time assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of); provided that: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (Aa) except in the case cases of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or Loansof an assignment to a Lender or a Lender Affiliate, the aggregate amount of the Commitment or (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date on which the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 2,500,000 and shall be in integral multiples of $500,000 in excess thereof unless each of Borrower and the Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuingconsents; (Bb) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this AgreementCredit Agreement with respect to the Loan or the Commitment assigned, except it being understood that this clause (B) shall non-pro rata assignments of or among any of the Commitments, the Revolving Credit Loans and Reimbursement Obligations are not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loanspermitted; (Cc) any assignment of a Commitment must be approved by the Administrative Agent unless the Person that is the proposed assignee is itself a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); (d) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,500; and (D) 3,500 payable by the assigneeassigning Lender, and the Eligible Assignee, if it shall is not be already a Lender, shall deliver to the Administrative Agent such reasonable information as may be requested by the Administrative Agent; and (e) such Eligible Assignee shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to the Borrowing Administrators and the Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Sections 5.2.2 and 5.2.3. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 15.3, from and after the effective date specified in each Assignment and Acceptance, the Eligible Assignee thereunder shall be a party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and Acceptance have the rights and obligations of a Lender under this Credit Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Credit Agreement (and, in the case of an Administrative QuestionnaireAssignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Credit Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of (i) Sections 5.2.2, 5.6, 5.7, and 5.9, with respect to facts and circumstances occurring prior to the effective date of such assignment, and (ii) Section 16.3, notwithstanding such assignment. Any assignment or transfer by a Lender of rights or obligations under this Credit Agreement that does not comply with this paragraph shall be treated for purposes of this Credit Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 15.4.

Appears in 2 contracts

Samples: Credit Agreement (Lionbridge Technologies Inc /De/), Credit Agreement (Lionbridge Technologies Inc /De/)

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Each Lender may assign to one or more Persons all or a portion of its rights and obligations under this Credit Agreement (including including, without limitation, all or a portion of its Commitment Term Loans and its Notes); provided, however, that: (i) each such assignment shall be to an Eligible Assignee; (ii) the Loans at the time owing to it) with the prior Administrative Agent shall have provided its written consent, such consent, in each case, consent (not to be unreasonably withheld or delayed); provided, of: (i) Borrower, provided that no consent of Borrower the Administrative Agent shall be required for an assignment to a Lender, an any Lender or Affiliate or Subsidiary of a Lender, an Approved Fund or, if an ; (iii) To the extent required in the definition of “Eligible Assignee,” the Borrower shall have provided its written consent (not to be unreasonably withheld or delayed) which consent shall not be required during the existence of a Default or Event of Default has occurred and is continuing, any other assigneeDefault; provided, furtherhowever, that the Borrower shall be deemed to have consented to an any proposed assignment unless it shall have objected object thereto by written notice to the Administrative Agent within five Banking ten Business Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each any such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as in an amount at least equal to $5,000,000 (or, if less, the remaining amount of Term Loan being assigned by such Lender) or an integral multiple of $5,000,000 in excess thereof; (v) each such assignment by a Lender shall be of a proportionate part constant, and not varying, percentage of all the assigning Lender’s of its rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights Credit Agreement and obligations in respect of Swingline Loansthe Notes; (Cvi) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance an Assignment and AssumptionAgreement in substantially the form of Exhibit 12.3, together with a processing and recordation fee from the assignor of $3,5004,000; and (vii) without the prior written consent of the Administrative Agent, no assignment shall be made to a prospective assignee that bears a relationship to the Borrower described in Section 108(e)(4) of the Code. Upon execution, delivery, and acceptance of such Assignment Agreement, the assignee thereunder shall be a party hereto and, to the extent of such assignment, have the obligations, rights, and benefits of a Lender hereunder and the assigning Lender shall, to the extent of such assignment, relinquish its rights and be released from its obligations under this Credit Agreement. Upon the consummation of any assignment pursuant to this Section 12.3(b), the assignor, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if required, new Notes are issued to the assignee. If the assignee is not incorporated under the laws of the United States of America or a State thereof, it shall deliver to the Borrower and the Administrative Agent certification as to exemption from deduction or withholding of taxes in accordance with Section 4.4. By executing and delivering an assignment agreement in accordance with this Section 12.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (A) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (B) except as set forth in clause (A) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (C) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (D) such assignee confirms that it has received a copy of this Credit Agreement, the assigneeother Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (E) such assignee will independently and without reliance upon the Administrative Agent, if such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (F) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; (G) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a Lender; and (H) such assignee represents and warrants that it does not bear a relationship to the Borrower described in Section 108(e)(4) of the Code (provided that such representation shall not be a Lender, shall deliver to required where the Administrative Agent an Administrative Questionnairehas been made aware of such relationship existing between the assignee and the Borrower and has given its consent to such assignment pursuant to Section 12.3(b)(vii)). For avoidance of doubt, the parties to this Credit Agreement acknowledge that the provisions of this Section 12.3 concerning assignments relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including any pledge or assignment by a Lender to any Federal Reserve Bank or other central bank having jurisdiction over such Lender in accordance with applicable law.

Appears in 2 contracts

Samples: 364 Day Term Loan Credit Agreement (Dominion Energy Inc /Va/), 364 Day Term Loan Credit Agreement (Dominion Energy Inc /Va/)

Assignments. Notwithstanding anything else herein (a) Except as otherwise provided in this Section 13, the Collateral Manager may not assign or delegate (except as provided in Section 2(e)) its rights or responsibilities under this Agreement without (i) satisfaction of the Global Rating Agency Condition with respect thereto and (ii) obtaining the consent of the Issuer and the consent of a Majority of the Controlling Class and a Majority of the Interests (voting separately). The Collateral Manager shall not be required to obtain such consents or satisfy such condition with respect to a change of control transaction that is deemed to be an assignment within the contrary meaning of Section 202(a)(1) of the Advisers Act at the time of any such transaction; provided that, if the Collateral Manager is a Registered Investment Adviser, the Collateral Manager shall if required by applicable law and otherwise in its discretion may obtain the consent of the Issuer or of the Independent Review Party, if any, on behalf of the Issuer, in a manner consistent with SEC Staff interpretations of Section 205(a)(2) of the Advisers Act, to any such transaction. For the avoidance of doubt, consent by the Issuer or by any Independent Review Party shall be presumed to be granted should the Issuer or such Independent Review Party fail to object within a reasonable period following appropriate notice by the Collateral Manager of an actual, potential or intended change of control transaction. (but subject to b) The Collateral Manager may without satisfaction of the Global Rating Agency Condition, without obtaining the consent of any Holder and, so long as such assignment does not constitute an “assignment” for purposes of Section 7.12.2)205(a)(2) of the Advisers Act during such time as the Collateral Manager is a Registered Investment Adviser, without obtaining the prior consent of the Issuer or of the Independent Review Party, if any, on behalf of the Issuer if such consent is not then required by applicable law, (1) assign any Lender may assign to one or more Persons all or a portion of its rights and or obligations under this Agreement to an Affiliate; provided that such Affiliate (including i) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager pursuant to this Agreement, (ii) has the legal right and capacity to act as Collateral Manager under this Agreement, and (iii) shall not cause the Issuer or the pool of Assets to become required to register under the provisions of the 1940 Act or (2) enter into (or have its parent, if any, enter into) any consolidation or amalgamation with, or merger with or into, conversion, or transfer of all or a portion substantially all of its Commitment and the Loans assets to, another entity; provided that, at the time owing to it) with of such consolidation, amalgamation, merger, conversion or transfer the prior written consentresulting, such consent, in each case, not to be unreasonably withheld surviving or delayed, of: (i) Borrower, provided that no consent transferee entity assumes all the obligations of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default the Collateral Manager under this Agreement generally and the other entity has occurred and is continuing, any other assigneesubstantially the same investment personnel managing the Issuer’s Assets; provided, further, that Borrower such action does not cause the Issuer to be subject to tax in any jurisdiction; provided, further, that the Collateral Manager shall be deemed to have consented to an assignment unless it shall have objected thereto by written deliver prior notice to Administrative Agent within five Banking Days the Rating Agencies of any assignment or other action made pursuant to this sentence. Upon the execution and delivery of any such assignment by the assignee, the Collateral Manager will be released from further obligations pursuant to this Agreement except with respect to its obligations and agreements arising under Section 10, 12(g), 17, 21 through 23, and 25 in respect of acts or omissions occurring prior to such assignment and except with respect to its obligations under Section 15 after having received notice thereof;such assignment. (c) This Agreement shall not be assigned by the Issuer without (i) the prior written consent of (A) the Collateral Manager, (B) a Majority of the Interests and (C) a Majority of each Class of Notes (voting separately) and (ii) Administrative Agent; provided that no consent satisfaction of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) Global Rating Agency Condition, except in the case of assignment by the Issuer (1) to an entity which is a successor to the Issuer permitted under the Indenture, in which case such successor entity shall be bound hereunder and by the terms of said assignment in the same manner as the Issuer is bound hereunder or (2) to a Lender or an Affiliate of a Lender or an assignment the Trustee as contemplated by the granting clause of the entire remaining amount of Indenture. The Issuer has assigned its rights, title and interest in (but not its obligations under) this Agreement to the assigning Lender’s Commitment or LoansTrustee pursuant to the Indenture; and the Collateral Manager by its signature below agrees to, and acknowledges, such assignment. Upon assignment by the Issuer, the amount of the Commitment or Loans of the assigning Lender subject Issuer shall use reasonable efforts to each cause such assignment (determined as of the date the Assignment and Assumption with respect assignee to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; andthe Collateral Manager such documents as the Collateral Manager shall consider reasonably necessary to effect fully such assignment. (Dd) The Issuer shall provide the assignee, if it Rating Agencies and the Trustee (who shall not be provide a Lender, shall deliver copy of such notice to Administrative Agent an Administrative Questionnairethe Controlling Class) with notice of any assignment pursuant to this Section 13.

Appears in 2 contracts

Samples: Collateral Management Agreement (NewStar Financial, Inc.), Collateral Management Agreement (NewStar Financial, Inc.)

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any a) Any Lender may at any time assign to one or more Persons (other than a Loan Party and their respective Affiliates) (any such Person, an “Assignee”) all or a any portion of its rights such Lender’s Loans and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) Commitments, with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a LenderAgent, an Affiliate of a Lenderand, an Approved Fund or, if an so long as no Event of Default (subject, for the avoidance of doubt, to any cure periods) has occurred and is continuing, any other assignee; Borrower (which consents shall not be unreasonably withheld or delayed), provided, furtherhowever, that Borrower no such consent(s) shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof;required: (iii) Administrative Agent; provided that no consent of Administrative Agent shall be required from Borrower for an assignment by a Lender to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a another Lender or an Affiliate of a Lender or an Approved Fund of a Lender, but such Lender will give written notice to Borrower of any such assignment; (ii) from Agent for an assignment by a Lender to an Affiliate of a Lender or an Approved Fund of a Lender; (iii) from Borrower or Agent for an assignment by SWK Funding LLC, as a Lender, to any Person for which SWK Advisors LLC acts as an investment advisor (or any similar type of representation or agency) pursuant to a written agreement, but SWK Funding LLC will give written notice to Borrower of any such assignment; (iv) from Borrower or Agent for an assignment by a Lender of its Loans and its Note as collateral security to a 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); or (v) from Borrower, Agent or any Lender for (A) the assignment of SWK's Loans and Commitments to a Permitted Assignee (as defined below) or (B) a collateral assignment by SWK of, and the entire remaining amount grant by SWK of a security interest in, all of SWK's right, title and interest in, to and under each of the assigning Lender’s Commitment or LoansLoan Documents, including, without limitation, all of SWK's rights and interests in, to and under this Agreement, the amount of Obligations and the Commitment or Loans of Collateral (collectively, the assigning Lender subject “Assigned Rights”), to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; a Permitted Assignee, provided that no such consent collateral assignment shall release SWK from any of Borrower its obligations under any of the Loan Documents. In connection with any enforcement of or foreclosure upon its security interests in any of the Assigned Rights, a Permitted Assignee, upon notice to Borrower, SWK and the other Lenders, shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made entitled to substitute itself, or its designee, for SWK as an assignment of a proportionate part of all the assigning Lender’s rights and obligations Lender under this Agreement. For purposes hereof, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaire.term “

Appears in 2 contracts

Samples: Credit Agreement (Biolase, Inc), Credit Agreement (Biolase, Inc)

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Any Lender may at any time assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of); provided that: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (Aa) except in the case cases of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or Loansof an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, the aggregate amount of the Commitment or (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date on which the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and the Administrative Agent otherwise consent; provided that and, so long as no such consent of Borrower shall be required if an Default or Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); (Bb) 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, except that this clause (B) shall not apply Credit Agreement with respect to a Swingline Lender’s rights and obligations in respect of Swingline Loansthe Loan or the Commitment assigned; (Cc) any assignment of a Commitment must be approved by the Administrative Agent (such consent not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself a Lender, an Affiliate of a Lender or an Approved Fund; and (d) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,500; and (D) , and the assigneeEligible 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 Section 15.3, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and Acceptance have the rights and obligations of a Lender under this Credit Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Credit Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Credit Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of (i) Sections 5.2, 5.5, 5.6, 5.7 and 5.9 with respect to facts and circumstances occurring prior to the effective date of such assignment and (ii) Section 16.3 notwithstanding such assignment. Any assignment or transfer by a Lender of rights or obligations under this Credit Agreement that does not comply with this paragraph shall be null and void.

Appears in 2 contracts

Samples: Credit Agreement (SeaCube Container Leasing Ltd.), Credit Agreement (Seacastle Inc.)

Assignments. Notwithstanding anything else herein 14.2.1 The Tenant shall not assign or agree to assign any part (as opposed to the contrary (but subject to Section 7.12.2), any Lender may whole) of this Lease. The Tenant shall not assign to one or more Persons all or a portion the whole of its rights and obligations under this Agreement (including all or a portion Lease without the consent of its Commitment and the Loans at the time owing to it) with the prior written consentLandlord, such consent, in each case, consent not to be unreasonably withheld or delayed. 14.2.2 The Landlord and the Tenant agree that, offor the purposes of section 19(1A) of the Landlord and Xxxxxx Xxx 0000 the Landlord may refuse its consent to an assignment in any of the following circumstances: (a) if, in the reasonable opinion of the Landlord, the financial standing of the assignee is not sufficient to pay the Rent and other sums due under this Lease and to comply with the tenant covenants of this Lease. For these purposes the “financial standing of the assignee” means the financial standing of the assignee: (i) Borrower, provided that no consent taking into account the financial standing of Borrower shall be required for an assignment any guarantor who will enter into a guarantee of the assignee’s obligations pursuant to a Lender, an Affiliate clause 14.2.3(c) and (but subject to clause 14.2.2(a)(ii)) the provision of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other security for the performance of the assignee’s obligations and the terms upon which such security is to be held; providedbut (ii) ignoring any authorised guarantee and sub-guarantee which may be entered into pursuant to clauses 14.2.3(a) and 14.2.3(b) (and any sub-guarantee of such authorised guarantee agreement which may have already been entered into); (b) if the Tenant has not paid all the Rent due and other sums due and demanded under this Lease; (c) if the assignee is in the same Group as the assignor; or (d) if the assignee (being a company) is not incorporated within the United Kingdom, furtherunless the person who is to be its guarantor pursuant to clause 14.2.3(c) (being a company) is incorporated within the United Kingdom or the assignee (being a company) is incorporated within a jurisdiction in which any judgement obtained in the United Kingdom is enforceable.. 14.2.3 The Landlord and the Tenant agree that, that Borrower shall be deemed to have consented for the purposes of section 19(1A) of the Landlord and Xxxxxx Xxx 0000 the Landlord may give its consent to an assignment unless it shall have objected thereto subject to any of the following conditions: (a) that, if reasonably required by written notice the Landlord, the Tenant enter into an authorised guarantee agreement no later than the date of the instrument of the assignment, and that agreement is: (i) to Administrative Agent within five Banking Days after having received notice thereoftake effect immediately following completion of the instrument of the assignment; (ii) Administrative Agent; provided that no consent of Administrative Agent shall to be required for an assignment to a Lenderby deed; (iii) each LC Issuing Bankto provide for a guarantee of the performance of all the tenant covenants of this Lease by the assignee from the date of the instrument of the assignment until the assignee is released by virtue of the Landlord and Tenant (Covenants) Xxx 0000; (iv) to provide for all the matters permitted by section 16(5) of that Act and is otherwise in accordance with section 16 of that Act; and (ivv) each Swingline Lender. Assignments shall be subject to include such further provisions as the following additional conditionsLandlord reasonably requires; (b) that, if reasonably required by the Landlord, any person who has guaranteed the obligations of the Tenant under this Lease (otherwise than by way of an authorised guarantee agreement) and whose guarantee is subsisting immediately before completion of the instrument of the assignment enter into a sub-guarantee of the obligations of the Tenant contained in an authorised guarantee agreement entered into pursuant to clause 14.2.3(a), and that sub-guarantee is: (Ai) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment take effect immediately following completion of the entire remaining amount instrument of the assigning Lender’s Commitment or Loans, 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 Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuingassignment; (Bii) each partial assignment shall to be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loansby deed; (Ciii) to provide for the parties sub-guarantor to each assignment shall execute and deliver enter into a new lease (whether as guarantor or as tenant) if the liability of the assignee is disclaimed; (iv) to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500include such further provisions as the Landlord reasonably requires; and (Dv) to be entered into notwithstanding that that person may have already entered into such a sub-guarantee (or may have purported to have done so); (c) that, if reasonably required by the Landlord, the assignee procures a guarantor or guarantors (not being the Tenant pursuant to the condition referred to in clause 14.2.3(a)) acceptable to the Landlord (acting reasonably), to enter into a full guarantee and indemnity of the assignee’s obligations under this Lease, and that guarantee and indemnity is: (i) to take effect immediately following completion of the instrument of the assignment; (ii) to be by deed; (iii) to provide for the guarantor to take a new lease (as tenant) if it shall this Lease is forfeited or if the liability of the assignee is disclaimed; (iv) to include such further provisions the Landlord reasonably requires; and (v) to be in addition to any authorised guarantee agreement entered into pursuant to clause 14.2.3(a) and sub-guarantee entered into pursuant to clause 14.2.3(b) or which may have already been entered into); and (d) that if at any time before the assignment any of the circumstance set out in clause 14.2.2 exist, the Landlord may revoke its consent to the assignment by notice to the Tenant. 14.2.4 Clauses 14.2.2 and 14.2.3 do not be a Lender, shall deliver limit the right of the Landlord to Administrative Agent refuse consent to an Administrative Questionnaireassignment on any other reasonable ground or to impose any other reasonable condition to its consent.

Appears in 2 contracts

Samples: Lease Agreement (Cra International, Inc.), Lease (Cra International, Inc.)

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Each Lender may assign to one or more Persons all or a portion of its rights and obligations under this Credit Agreement (including including, without limitation, all or a portion of its Commitment Commitment); provided, however, that: each such assignment shall be to an Eligible Assignee; each of (A) the Administrative Agent and (B) the Loans at the time owing to it) with the prior Issuing Lenders, shall have provided their written consent, such consent, in each case, consent (not to be unreasonably withheld or delayedwithheld); subject to the definition of "Eligible Assignee", of: (i) Borrower, provided that no consent of the Borrower shall have provided its written consent (not to be unreasonably withheld) which consent shall not be required for an assignment to a Lender, an Affiliate during the existence of a Lender, Default or Event of Default; any such partial assignment shall be in an Approved Fund amount at least equal to $10,000,000 (or, if an Event of Default has occurred and is continuingless, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Commitment being assigned by such Lender’s Commitment ) or Loans, the amount an integral multiple of the Commitment or Loans of the assigning Lender subject to $5,000,000 in excess thereof; each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower by a Lender shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part constant, and not varying, percentage of all the assigning Lender’s of its rights and obligations under this Credit Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights ; and obligations in respect of Swingline Loans; (C) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance an Assignment and AssumptionAgreement in substantially the form of Exhibit 12.3, together with a processing and recordation fee from the assignor of $3,5004,000. Upon execution, delivery, and acceptance of such Assignment Agreement, the assignee thereunder shall be a party hereto and, to the extent of such assignment, have the obligations, rights, and benefits of a Lender hereunder and the assigning Lender shall, to the extent of such assignment, relinquish its rights and be released from its obligations under this Credit Agreement. If the assignee is not incorporated under the laws of the United States of America or a State thereof, it shall deliver to the Borrower and the Administrative Agent certification as to exemption from deduction or withholding of taxes in accordance with Section 4.2. By executing and delivering an assignment agreement in accordance with this Section 12.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (A) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; and (B) except as set forth in clause (A) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (C) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (D) such assignee confirms that it has received a copy of this Credit Agreement, the assigneeother Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (E) such assignee will independently and without reliance upon the Administrative Agent, if such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (F) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (G) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a Lender. For avoidance of doubt, shall deliver the parties to Administrative Agent an Administrative Questionnairethis Credit Agreement acknowledge that the provisions of this Section 12.3 concerning assignments relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including any pledge or assignment by a Lender to any Federal Reserve Bank in accordance with applicable law.

Appears in 2 contracts

Samples: Letter of Credit Agreement (Consolidated Natural Gas Co/Va), Letter of Credit Agreement (Dominion Resources Inc /Va/)

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Lender may assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) BorrowerXxxxxxxx, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning LenderXxxxxx’s Commitment or Loans, 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 Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning LenderXxxxxx’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaire.

Appears in 2 contracts

Samples: Credit Agreement (Tampa Electric Co), Credit Agreement (Tampa Electric Co)

Assignments. Notwithstanding anything else herein to the contrary (but subject 1) Subject to Section 7.12.2)13.01 and the other terms of this Agreement, any Lender the Lenders collectively or individually may assign to one or more Persons assignees all or a portion of its their respective rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, their respective Commitments); provided that no consent of Borrower such assignment shall be required for an assignment made to (A) the Borrower, any other Obligor, any Obligor’s Affiliates or Subsidiaries, (B) to any Non-Funding Lender or any of its Affiliates or Subsidiaries, or (C) to a Lender, an Affiliate of a Lender, an Approved Fund or, if natural Person. There will be no restrictions on assignments while an Event of Default has occurred exists. The parties to each such assignment will execute (together with the Agent) and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to deliver an assignment unless it shall agreement in respect of the Loan Facility substantially in the form of Schedule D to this Agreement (each, an “Assignment Agreement”) to the Agent and the Agent will deliver such Assignment Agreement to the Borrower. In addition the Borrower will execute such other documentation as a Lender may reasonably request for the purpose of any assignment or participation. The assignor will pay a processing and recording fee of $5,000 to the Agent. After such execution, delivery, acknowledgement and recording in the Register (i) the assignee thereunder will be a party to this Agreement and, to the extent that rights and obligations hereunder have objected thereto by written notice been assigned to Administrative Agent within five Banking Days after having received notice thereof; it, have the rights and obligations of a Lender hereunder and (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject the assigning Lender thereunder will, to the following additional conditions: (A) except extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights and be released from its obligations under this Agreement, other than obligations in respect of which it is then in default, and, in the case of an assignment to a Lender Assignment Agreement covering all or the remaining portion of an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, 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 Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except such Lender will cease to be a party hereto; provided that such assigning Lender shall continue to be entitled to the benefits of Section 12.01 with respect to facts and circumstances occurring prior to the effective date of such assignment. (2) The agreements of an assignee contained in an Assignment Agreement will benefit the assigning Lender thereunder, the other Lenders and the Agent in accordance with the terms of the Assignment Agreement. (3) The Agent will maintain at its address referred to herein a copy of each Assignment Agreement delivered to and acknowledged by it and a register for recording the names and addresses of the Lenders and the Commitment under the Loan Facility of each Lender from time to time (the “Register”). The entries in the Register will be conclusive and binding for all purposes, absent manifest error. The Borrower, the Agent and each of the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this clause Agreement, and need not recognize any Person as a Lender unless it is recorded in the Register as a Lender. The Register will be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. (B4) shall not apply Upon its receipt of an Assignment Agreement executed by an assigning Lender and an assignee and approved by the Borrower (other than while an Event of Default or a Pending Event of Default exists when no such approval will be necessary), the Agent will, if the Assignment Agreement has been completed and is in the required form with such immaterial changes as are acceptable to a Swingline Lender’s rights and obligations in respect of Swingline Loansthe Agent: (a) acknowledge the Assignment Agreement; (Cb) record the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500information contained therein in the Register; and (Dc) give prompt notice thereof to the assigneeBorrower and the other Lenders, if it shall not be a Lender, shall deliver to Administrative Agent and provide them with an Administrative Questionnaire.updated version of Schedule A.

Appears in 2 contracts

Samples: Loan Agreement, Loan Agreement (Just Energy Group Inc.)

Assignments. Notwithstanding anything else herein Any Lender may (at its expense, except for assignments to or from Administrative Agent, which shall be at the expense of Borrower pursuant to the contrary (but subject to Section 7.12.2terms of this Credit Agreement), and, following a demand by Borrower (following a demand by such Lender for payment of any Lender may amounts under SECTION 4.6) shall, at any time assign to one or more Persons all Eligible Assignees (an "ASSIGNEE") all, or a portion proportionate part of all (in a constant, not varying percentage), of its rights and obligations under this Credit Agreement (including all or a portion of and its Commitment Note, and the Loans at the time owing such Assignee shall assume such rights and obligations, pursuant to it) with the prior written consentan Assignment and Acceptance Agreement; provided, such consenthowever, in each case, not to be unreasonably withheld or delayed, ofthat: (i) Borrowerthis SECTION 13.11(c) shall not restrict an assignment or other transfer by any Lender to a Federal Reserve Bank, provided that but no consent of Borrower shall be required for an such assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower Federal Reserve Bank shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereofrelease the assigning Lender from its obligations hereunder; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender another Lender, or an Affiliate the assignment of all of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, 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 Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Credit Agreement, except that this clause (B) any assignment shall not apply to be in a Swingline Lender’s rights and obligations minimum amount of $5,000,000, and, if in respect a greater amount, in integral multiples of Swingline Loans$1,000,000; (Ciii) if the assignee is not incorporated under the laws of the United States of America or a state thereof, it shall deliver to Borrower and Administrative Agent certification as to exemption from deduction or withholding of Taxes in accordance with SECTION 4.6; (iv) the parties to each such assignment shall execute and deliver to Administrative Agent an Assignment and AssumptionAcceptance Agreement, together with the Assignee shall pay to the transferor Lender an amount equal to the purchase price agreed between such transferor Lender and such Assignee, and the transferor Lender shall deliver payment of a processing and recordation fee of $3,5003,500 to Administrative Agent (except in the case of a transfer at the demand of Borrower, in which case either Borrower or the transferee Lender shall pay such fee); (v) each assignment made as a result of a demand by Borrower shall be arranged by Borrower after consultation with Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Credit Agreement or an assignment of a portion of such rights and obligations made concurrently with another assignment or assignments that together constitute an assignment of all of the rights and obligations of the assigning Lender; and (Dvi) Bank of America shall retain a Commitment equal to or exceeding the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative QuestionnaireCommitment of the Lender with the otherwise highest Commitment.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Amb Property Corp), Revolving Credit Agreement (Amb Property Lp)

Assignments. Notwithstanding anything else herein to the contrary (but subject The Program Agreements are not assignable by any Seller Party. Subject to Section 7.12.2)36 (Acknowledgement of Assignment and Administration of Repurchase Agreement) hereof, any Lender Administrative Agent and Buyers may from time to time assign to one or more Persons all or a portion of its their rights and obligations under this Agreement and the Program Agreements; provided, however that Administrative Agent shall maintain, solely for this purpose as a non-fiduciary agent of any Seller Party, for review by any Seller Party upon written request, a register of assignees and participants (including all the “Register”) and a copy of an executed assignment and acceptance by Administrative Agent and assignee (“Assignment and Acceptance”), specifying the percentage or a portion of its Commitment such rights and obligations assigned and Seller shall only be required to deal directly with the Administrative Agent. The entries in the Register shall be conclusive absent manifest error, and the Loans at Seller Parties, Administrative Agent and Buyers shall treat each Person whose name is recorded in the time owing Register pursuant to itthe preceding sentence as a Buyer hereunder. Upon such assignment and recordation in the Register, (a) with such assignee shall be a party hereto and to each Program Agreement to the prior written consentextent of the percentage or portion set forth in the Assignment and Acceptance, and shall succeed to the applicable rights and obligations of Administrative Agent and Buyers hereunder, as applicable, and (b) Administrative Agent and Buyers shall, to the extent that such consentrights and obligations have been so assigned by them to either (i) an Affiliate of Administrative Agent or Buyers which assumes the obligations of Administrative Agent and Buyers, in each case, as applicable or (ii) another Person approved by any Seller Party (such approval not to be unreasonably withheld or delayedwithheld) which assumes the obligations of Administrative Agent and Buyers, of: (i) Borroweras applicable, provided that no consent of Borrower shall be required for an released from its obligations hereunder and under the Program Agreements. Any assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower hereunder shall be deemed a joinder of such assignee as a Buyer hereto. Unless otherwise stated in the Assignment and Acceptance, the Seller Parties shall continue to have consented take directions solely from Administrative Agent unless otherwise notified by Administrative Agent in writing. Administrative Agent and Buyers may distribute to an assignment unless it shall have objected thereto by written notice any prospective or actual assignee this Agreement, the other Program Agreements, any document or other information delivered to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, 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 Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaireand/or Buyers by any Seller Party.

Appears in 2 contracts

Samples: Master Repurchase Agreement (Walter Investment Management Corp), Master Repurchase Agreement (Walter Investment Management Corp)

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any a) Any Lender may at any time assign to one or more Persons (any such Person, an “Assignee”) all or a any portion of its rights such Lender’s Loans and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) Commitments, with the prior written consentconsent of Agent and, such consentso long as no Event of Default exists, in each case, Borrower Representative (which consents shall not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower delayed and shall not be required for an assignment by a Lender to a Lender (other than a Defaulting Lender) or an Affiliate of a Lender (other than an Affiliate of a Defaulting Lender) or an Approved Fund (other than an Approved Fund of a Defaulting Lender)). Except as Agent may otherwise agree, any such assignment shall be in a minimum aggregate amount equal to $1,000,000 or, if less, the remaining Commitment and Loans held by the assigning Lender (provided, that an assignment to a Lender, an Affiliate of a Lender, Lender or an Approved Fund orshall not be subject to the foregoing minimum assignment limitations). The Loan Parties and Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Agent shall have received and accepted an effective Assignment and Assumption executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500. Notwithstanding anything herein to the contrary, no assignment may be made to any equity holder of a Loan Party, any Affiliate of any equity holder of a Loan Party, any Loan Party, any holder of Subordinated Debt of a Loan Party, any holder of any Debt that is secured by liens or security interests that have been contractually subordinated to the liens and security interests securing the Obligations, or any Affiliate of any of the foregoing Persons without the prior written consent of Agent, which consent may be withheld in Agent’s sole discretion and, in any event, if an Event granted, may be conditioned on such terms and conditions as Agent shall require in its sole discretion, including, without limitation, a limitation on the aggregate amount of Default has occurred Loans and is continuing, any Commitments which may be held by such Person and/or its Affiliates and/or limitations on such Person’s and/or its Affiliates’ voting and consent rights and/or rights to attend Lender meetings or obtain information provided to other assignee; provided, further, that Lenders. Any attempted assignment not made in accordance with this Section 15.9 shall be null and void. Each Borrower shall be deemed to have consented granted its consent to an any assignment requiring its consent hereunder unless it Borrower Representative has expressly objected to such assignment within five (5) Business Days after receipt of written notice thereof. (b) From and after the date on which the conditions described in Section 15.9(a) above have been met, (i) such Assignee shall be deemed automatically to have become a party hereto and, to the extent that rights and obligations hereunder have been assigned to such Assignee pursuant to the applicable Assignment and Assumption, shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; the rights and obligations of a Lender hereunder and (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, to the amount extent that rights and obligations hereunder have been assigned by it pursuant to the applicable Assignment and Assumption, shall be released from its rights (other than its indemnification rights) and obligations hereunder. Upon the request of the Commitment or Loans of the assigning Lender subject to each such assignment Assignee (determined and, as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all applicable, the assigning Lender’s rights ) pursuant to an effective Assignment and obligations under this AgreementAssumption, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment Borrowers shall execute and deliver to Administrative Agent an for delivery to the Assignee (and, as applicable, the assigning Lender) a promissory note in the principal amount of the Assignee’s Pro Rata Share of the aggregate Revolving Loan Commitment (and, as applicable, a promissory note in the principal amount of the Pro Rata Share of the aggregate Revolving Loan Commitment retained by the assigning Lender). Upon receipt by Agent of such promissory note(s), the assigning Lender shall return to Borrowers any prior promissory note held by it. (c) Agent shall, as a non-fiduciary agent of Bxxxxxxxx, maintain a copy of each Assignment and AssumptionAssumption delivered and accepted by it and register (the “Register”) for the recordation of names and addresses of the Lenders and the Commitment of each Lender and principal and stated interest of each Loan owing to each Lender from time to time and whether such Lender is the original Lender or the Assignee. No assignment shall be effective unless and until the Assignment and Assumption is accepted and registered in the Register. All records of transfer of a Lxxxxx’s interest in the Register shall be conclusive, together with a processing and recordation fee absent manifest error, as to the ownership of $3,500; and (D) the assignee, if it interests in the Loans. Agent shall not incur any liability of any kind with respect to any Lender with respect to the maintenance of the Register. Each Lender granting a participation shall, as a non-fiduciary agent of the Borrowers, maintain a register containing information similar to that of the Register in a manner such that the loans hereunder are in “registered form” for the purposes of the Code. This Section shall be a Lender, shall deliver to Administrative Agent an Administrative Questionnaireconstrued so that the Loans are at all times maintained in “registered form” for the purpose of the Code and any related regulations (and any successor provisions).

Appears in 2 contracts

Samples: Loan and Security Agreement (Rubicon Technologies, Inc.), Loan and Security Agreement (Rubicon Technologies, Inc.)

Assignments. Notwithstanding anything else herein (a) Each Lender shall have the right at any time, with the prior consent of the Administrative Agent (and the L/C Issuers, if other than the Administrative Agent) (except in the case of assignments to an existing Lender or an Affiliate thereof, in which case no consent by the contrary Administrative Agent shall be needed) and, so long as no Event of Default then exists, the Borrower (but subject which consent of the Borrower shall not be unreasonably withheld) to Section 7.12.2)sell, any Lender may assign to one assign, transfer or more Persons negotiate all or a portion any part of its rights and obligations under this Agreement the Loan Documents (including all or a portion including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its Commitment obligation to make Loans and participate in Letters of Credit) to one or more commercial banks or other financial institutions or investors, provided that, unless otherwise agreed to by the Loans at the time owing to it) with the prior written consentAdministrative Agent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, 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 Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part fixed percentage (and not by its terms of all varying percentage) of the assigning Lender’s rights and obligations under the Loan Documents; provided, however, that in order to make any such assignment (i) unless the assigning Lender is assigning all of its Revolving Credit Commitments, outstanding Loans and interests in L/C Obligations, the assigning Lender shall retain at least $5,000,000 in unused Revolving Credit Commitments, outstanding Loans and interests in Letters of Credit, (ii) the assignee Lender shall have Revolving Credit Commitments, outstanding Loans and interests in Letters of Credit of at least $5,000,000, (iii) each such assignment shall be evidenced by a written agreement (substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent) executed by such assigning Lender, such assignee Lender or Lenders, the Administrative Agent (and the L/C Issuers, if other than the Administrative Agent) and, if required as provided above, the Borrower, which agreement shall specify in each instance the portion of the Obligations which are to be assigned to the assignee Lender and the portion of the Revolving Credit Commitments of the assigning Lender to be assumed by the assignee Lender, and (iv) the assigning Lender shall pay to the Administrative Agent a processing fee of $3,500 and any out-of-pocket attorneys’ fees and expenses incurred by the Administrative Agent in connection with any such assignment agreement. Any such assignee shall become a Lender for all purposes hereunder to the extent of the rights and obligations under the Loan Documents it assumes and the assigning Lender shall be released from its obligations, and will have released its rights, under the Loan Documents to the extent of such assignment. The address for notices to such assignee Lender shall be as specified in the assignment agreement executed by it. Promptly upon the effectiveness of any such assignment agreement, the Borrower shall execute and deliver replacement Notes to the assignee Lender and the assigning Lender in the respective amounts of their Revolving Credit Commitments (or assigned principal amounts, as applicable) after giving effect to the reduction occasioned by such assignment (all such Notes to constitute “Notes” for all purposes of the Loan Documents), and the assignee Lender shall thereafter surrender to the Borrower its old Notes. The Borrower authorizes each Lender to disclose to any purchaser or prospective purchaser of an interest in the Loans and interest in Letters of Credit owed to it or its Revolving Credit Commitments under this AgreementSection any financial or other information pertaining to the Borrower or any Subsidiary. (b) Any Lender may at any time pledge or grant a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, except that including any such pledge or grant to a Federal Reserve Bank, and this clause (B) Section shall not apply to any such pledge or grant of a Swingline Lender’s security interest; provided that no such pledge or grant of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or secured party for such Lender as a party hereto; provided further, however, the right of any such pledgee or grantee (other than any Federal Reserve Bank) to further transfer all or any portion of the rights and obligations in respect pledged or granted to it, whether by means of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lenderforeclosure or otherwise, shall deliver be at all times subject to Administrative Agent an Administrative Questionnairethe terms of this Agreement.

Appears in 2 contracts

Samples: Credit Agreement (Kimball Hill, Inc.), Credit Agreement (National Credit & Guaranty CORP)

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Any Lender may at any time assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, ofAgreement; provided that: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment of all the Loans at the time owing to it or in the case of an assignment to a then existing Lender or an Affiliate of a then existing Lender or an assignment of the entire remaining amount of Approved Fund with respect to the assigning Lender’s Commitment or Loans, the aggregate 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 Administrative AgentAgent or, if “Trade Date” is specified in the Assignment Agreement, as of the Trade Date) shall not be less than $5,000,000 1,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of Borrower and Administrative Agent otherwise consent; provided that and, so long as no such consent of Borrower shall be required if an Event of Default has occurred and is continuing, Company otherwise consent (each such consent not to be unreasonably withheld or delayed and such approval to be deemed to have been given if a response is not received within five Business Days from the date on which request for approval was received by the applicable Person); (ii) (A) except in the case of assignments made in connection with the primary syndication of the Loans by Agents within five Business Days of the Closing Date and except in the case of an assignment of Loans to a then existing Lender or an Affiliate of a then existing Lender or an Approved Fund with respect to the assigning Lender, the consent of Company (which consent shall only be required if no Event of Default has occurred and is continuing and which consent shall not be unreasonably withheld or delayed) shall be required; and (B) the consent of Administrative Agent (which consent shall not be unreasonably withheld or delayed) shall be required; (iii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply Agreement with respect to a Swingline Lender’s rights and obligations in respect of Swingline Loans;the Loans assigned; and (Civ) the parties to each assignment shall (1) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent (which initially shall be ClearPar, LLC) or (2) manually execute and Assumptiondeliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,5003,500 (for which Company shall not be liable); and (D) and the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaire.Questionnaire and if required, applicable tax forms. Subject to acceptance and recording thereof by Administrative Agent, from and after the effective date specified in each Assignment Agreement, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment Agreement, 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 Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of subsection 2.7 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 9.1C.

Appears in 2 contracts

Samples: Credit Agreement (Decrane Aircraft Holdings Inc), Credit Agreement (Decrane Holdings Co)

Assignments. Notwithstanding anything else herein to Without any requirements for further consent of the contrary (but subject to Section 7.12.2)Seller, any Lender Buyer may assign to one any or more Persons all or a portion of its rights and obligations under this Agreement (including all the Repurchase Documents to its own Buyer Affiliates or to an assignee that is a portion of its Buyer with a Commitment and the Loans at the time owing hereunder immediately prior to it) with giving effect to such assignment. With the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if the Administrative Agent and (unless an Event of Default has occurred that the Administrative Agent has not declared in writing to have been cured or waived) the Seller, which consent of the Seller will not be unreasonably withheld, and is continuingat no cost to the Seller or the Administrative Agent, any other assignee; provided, further, that Borrower shall be deemed Buyer may assign any or all of its rights and obligations under the Repurchase Documents to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agentone or more assignees; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A1) except in the case of an assignment to a Lender Buyer or an a Buyer Affiliate of a Lender or an assignment of the entire remaining amount of the assigning LenderBuyer’s Commitment or LoansCommitted Sum, the amount of the Commitment or Loans of the assigning Lender subject to each no such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be in an amount less than $5,000,000 15,000,000, unless each of Borrower and the Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an and (unless a Default or Event of Default has occurred and is continuing; ) the Seller consents thereto, (B2) each partial assignment shall be made as an assignment of a proportionate part of all the assigning LenderBuyer’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D3) the assignee, if it shall is not be a LenderBuyer hereunder immediately prior to giving effect to such assignment, 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 Seller and its Affiliates 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, (4) the assignee may not be an Affiliate of the Seller and (5) each such assignment shall be effected pursuant to an Assignment and Assumption substantially in the form of Exhibit E, to be delivered to the Administrative QuestionnaireAgent together with a processing and recording fee of $3,500 (which shall not be applicable with respect to the initial syndication of the Transactions), with the assignor to have no further right or obligation with respect to the rights and obligations assigned to and assumed by the assignee. The Seller agrees that, as to any assignment to any Buyer Affiliate or if the Seller consents to any other assignment, the Seller will cooperate with the prompt execution and delivery of documents reasonably necessary to such assignment process to the extent that the Seller incurs no cost or expense that is not paid by the assigning Buyer and the assignee immediately upon delivery to the Seller of such assignment form. Subject to acceptance and recording thereof pursuant to Section 22.18(d), from and after the effective date specified in each Assignment and Assumption, the assignee shall be a Buyer for all purposes under this Agreement and the other Repurchase Documents, if the assignment is an assignment of all of the assignor’s interest in the Purchased Loans then held by the Administrative Agent (or by the Custodian on behalf of the Administrative Agent), the assignor shall be automatically released from all of its obligations and liabilities hereunder, and, whether it is such a complete assignment or only a partial assignment, the Committed Sums shall be adjusted appropriately, and the parties agree to approve in writing a revised and updated version of Schedule BC. Any assignment or transfer by a Buyer of rights or obligations under this Agreement that does not comply with this Section 22.18(b) shall be treated for purposes of this Agreement as a sale by such Buyer of a participation in such rights and obligations in accordance with Section 22.18(a).

Appears in 2 contracts

Samples: Master Repurchase Agreement (Horton D R Inc /De/), Master Repurchase Agreement (Horton D R Inc /De/)

Assignments. Notwithstanding anything else herein (a) The provisions of this Agreement shall be binding upon and inure to the contrary benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Agent and Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (but A) to an Eligible Assignee in accordance with Section 11.03(b), (B) by way of participation in accordance with Section 11.03(d) or (C) by way of pledge or assignment of a security interest subject to the restrictions of Section 7.12.211.03(f) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, express or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in this Section 11.03 and, to the extent expressly contemplated hereby, the Related Parties of each Agent and Lender) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Any Lender may at any time after the date hereof assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: ); provided that (i) Borrower, provided that no consent except in the case of Borrower shall be required for an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except or in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment Approved Fund with respect to a Lender, the Commitment (which for this purpose includes the Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (assignment, determined as of the date the Lender Assignment and Assumption Agreement with respect to such assignment is delivered to the Administrative Agent) Agent or, if “Trade Date” is specified in the Lender Assignment Agreement, as of the Trade Date, shall not be less than one million Dollars ($5,000,000 1,000,000) and in integral multiples of one hundred thousand Dollars ($100,000) in excess thereof, unless each of Borrower and the Administrative Agent otherwise consentconsents in writing; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause Agreement with respect to the Loan and the Commitment assigned; (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (Ciii) the parties to each assignment shall execute and deliver to the Administrative Agent an a Lender Assignment and AssumptionAgreement, together with a processing and recordation fee of two thousand five hundred Dollars ($3,5002,500); and provided that (DA) no such fee shall be payable in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender and (B) in the case of contemporaneous assignments by a Lender to one or more Funds managed by the same investment advisor (which Funds are not then Lenders hereunder), only a single such two thousand five hundred Dollars ($2,500) fee shall be payable for all such contemporaneous assignments; (iv) the assigneeEligible Assignee, if it shall is not be a LenderLender prior to such assignment, shall deliver to the Administrative Agent an administrative questionnaire; and (vi) if the Aggregate Commitment is eighteen million Dollars ($18,000,000) or less, no assignment by a Lender of any of its rights or obligations under the Financing Documents shall be permitted if as a result of such assignment there will be more than three (3) Lenders under this Agreement. Subject to acceptance and recording thereof by the Administrative QuestionnaireAgent pursuant to Section 11.03(c), from and after the effective date specified in each Lender Assignment Agreement, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Lender Assignment Agreement, 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 Lender Assignment Agreement, be released from its obligations under this Agreement (and, in the case of a Lender Assignment Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 4.01 (Eurodollar Rate Lending Unlawful), 4.03 (Increased Eurodollar Loan Costs), 4.05 (Funding Losses), 11.06 (Costs and Expenses) and 11.08 (Indemnification by the Borrowers) with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrowers (at their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 11.03(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.03(d). (c) The Administrative Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at the Administrative Agent’s office a copy of each Lender Assignment Agreement delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrowers, the Agents and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers at any reasonable time and from time to time upon reasonable prior notice. In addition, at any time that a request for consent to a material or other substantive change to the Financing Documents is pending, any Lender may request and receive from the Administrative Agent a copy of the Register. (d) Any Lender may at any time, without the consent of, or notice to, either Borrower or any Agent, sell participations to any Person (other than a natural person or either Borrower or any Affiliate or Subsidiary thereof) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Agents, and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 (Amendments, Etc.) that directly affects such Participant. Subject to Section 11.03(e), each Loan Party agrees that each Participant shall be entitled to the benefits of Sections 4.01 (Eurodollar Rate Lending Unlawful), 4.03 (Increased Eurodollar Loan Costs) and 4.05 (Funding Losses), to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 11.03(b). To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 11.14 (

Appears in 2 contracts

Samples: Revolving Credit Agreement (Renewable Energy Group, Inc.), Revolving Credit Agreement (Renewable Energy Group, Inc.)

Assignments. Notwithstanding anything else herein Subject to the contrary (but subject to remaining provisions of this Section 7.12.210.05(b), any Lender may assign at any time, in the ordinary course of its commercial lending business, in accordance with applicable law, sell to one or more Persons Purchasing Lenders (which Purchasing Lender may be affiliates of the Transferor Lender), all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at Note then held by it, pursuant to an Assignment and Assumption Agreement substantially in the time owing form of Exhibit "E" and satisfactory to it) with the prior written consentAgent, executed by the Transferor Lender, such consentPurchasing Lender, in each casethe Agent and the Borrower; subject, not however to be unreasonably withheld or delayed, ofthe following requirements: (i) BorrowerThe Agent and the Borrower must each give its prior consent to any such assignment which consent shall not be unreasonably withheld; it being agreed that it shall not be deemed unreasonable for the Borrower to decline to consent to such assignment if (A) such assignment would result in incurrence of additional costs to the Borrower under Section 2.10, 2.11 or 2.12, or (B) the proposed assignee has not provided that no consent of to the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assigneetax forms received under Section 10.05(d); provided, furtherhowever, that Borrower shall be deemed no consent is required for the transfer by a Lender to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereofits Affiliate so long as the conditions in clauses (A) and (B) immediately above are satisfied; (ii) Administrative Agent; provided that no consent Each such assignment must be in a minimum amount of Administrative Agent shall be required for an assignment to a Lender$5,000,000, or, if in excess of $5,000,000, in integral multiples of $1,000,000; (iii) each LC Issuing Banksuch assignment shall be of a constant, and not a varying, percentage of the Transferor Lender's Long-Term Revolving Credit Commitment, Short-Term Revolving Credit Commitment, outstanding Revolving Credit Loans and all other rights and obligations under this Agreement and the other Loan Documents; and (iv) each Swingline Lender. Assignments The Transferor Lender shall be subject pay to the following additional conditions: (A) except in the case Agent, for its own Account, a fee of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to $3,500 for each such assignment (determined as the "ASSIGNMENT FEE"). Upon the execution, delivery, acceptance and recording of the date the any such Assignment and Assumption with respect Agreement, from and after the Transfer Effective Date determined pursuant to such assignment is delivered to Administrative AgentAssignment and Assumption Agreement, (i) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower the Purchasing Lender thereunder shall be required if an Event of Default has occurred a party hereto as a Lender and, to the extent provided in such Assignment and is continuing; (B) each partial assignment Assumption Agreement, shall be made as an assignment of a proportionate part of all have the assigning Lender’s rights and obligations of a Lender hereunder with a Revolving Credit Commitment as set forth therein, and (ii) the Transferor Lender thereunder shall, to the extent provided in such Assignment and Assumption Agreement, be released from its obligations under this AgreementAgreement as a Lender. Such Assignment and Assumption Agreement shall be deemed to amend this Agreement to the extent, except that this clause (B) shall not apply and only to the extent, necessary to reflect the addition of such Purchasing Lender as a Swingline Lender’s Lender and the resulting adjustment of Ratable Share arising from the purchase by such Purchasing Lender of all or a portion of the rights and obligations in respect of Swingline Loans; (C) such Transferor Lender under this Agreement and the parties Notes. On or prior to each assignment the Transfer Effective Date, the Borrower shall execute and deliver to Administrative Agent the Agent, in exchange for the surrendered Notes held by the Transferor Lender, new Notes to the order of such Purchasing Lender in an amount equal to the Long-Term Revolving Credit Commitment and Short-Term Revolving Credit Commitment assumed by it and purchased by it pursuant to such Assignment and AssumptionAssumption Agreement, together with a processing and recordation fee new Notes to the order of $3,500; and (D) the assignee, if Transferor Lender in an amount equal to the Long-Term Revolving Credit Commitment and Short-Term Revolving Credit Commitment retained by it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnairehereunder.

Appears in 2 contracts

Samples: Revolving Credit and Letter of Credit Issuance Agreement (Rti International Metals Inc), Revolving Credit and Letter of Credit Issuance Agreement (Rmi Titanium Co)

Assignments. Notwithstanding anything else herein to the contrary (but subject The Program Agreements are not assignable by any Seller Party or Guarantor. Subject to Section 7.12.2)36 (Acknowledgement of Assignment and Administration of Repurchase Agreement) hereof, any Lender Administrative Agent and Buyers may from time to time assign to one or more Persons all or a portion of its their rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing Program Agreements; provided, that, unless an Event of Default has occurred, (i) an assignment by a Committed Buyer or (ii) an assignment to it) with the prior written consenta non-Affiliate of Administrative Agent or Buyers, such consentshall, in each case, require Seller’s prior consent, such consent not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assigneewithheld; provided, further, that Borrower Administrative Agent shall maintain, solely for this purpose as a non-fiduciary agent of Sellers, for review by Sellers upon written request, a register of assignees and participants (the “Register”) and a copy of an executed assignment and acceptance by Administrative Agent and assignee (“Assignment and Acceptance”), specifying the percentage or portion of such rights and obligations assigned. The entries in the Register shall be conclusive absent manifest error, and the Seller, Guarantor, Administrative Agent and Buyers shall treat each Person whose name is recorded in the Register pursuant to the preceding sentence as a Buyer hereunder. Upon such assignment and recordation in the Register, (a) such assignee shall be a party hereto and to each Program Agreement to the extent of the percentage or portion set forth in the Assignment and Acceptance, and shall succeed to the applicable rights and obligations of Administrative Agent and Buyers hereunder, as applicable, and (b) Administrative Agent and Buyers shall, to the extent that such rights and obligations have been so assigned by them pursuant to this Section to an assignee which assumes the obligations of Administrative Agent and Buyers, as applicable, be released from its obligations hereunder and under the Program Agreements. Any assignment hereunder shall be deemed a joinder of such assignee as a Buyer hereto. Unless otherwise stated in the Assignment and Acceptance, Seller Parties shall continue to have consented take directions solely from Administrative Agent unless otherwise notified by Administrative Agent in writing. Administrative Agent and Buyers may distribute to an assignment unless it shall have objected thereto by written notice any prospective or actual assignee this Agreement, the other Program Agreements, any document or other information delivered to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, 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 Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaireand/or Buyers by Seller Parties.

Appears in 2 contracts

Samples: Master Repurchase Agreement (PennyMac Mortgage Investment Trust), Master Repurchase Agreement (PennyMac Mortgage Investment Trust)

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2)a) Any Lender may, in accordance with applicable law, at any Lender may time assign to one or more Persons Purchasers all or a portion any part of its rights and obligations under this Agreement (including all the Loan Documents. Such assignment shall be substantially in the form of Exhibit B or a portion in such other form as may be agreed to by the parties thereto. The consent of its Commitment the Borrower and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower Administrative Agent shall be required for prior to an assignment becoming effective with respect to a Lender, Purchaser which is not a Lender or an Affiliate of thereof; provided that if a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assigneethe consent of the Borrower shall not be required; provided, and provided further, that the Borrower shall be deemed to have consented to an any such assignment unless it shall have objected object thereto by written notice to the Administrative Agent within five Banking 5 Business Days after having received notice thereof; (ii) Administrative Agent; provided that no . The consent of Administrative Agent the Swingline Lender and each LC Issuer shall be required for prior to an assignment becoming effective with respect to any Purchaser. Each such consent shall not be unreasonably withheld or delayed. Each such assignment with respect to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to Purchaser which is not a Lender or an Affiliate of a Lender or an assignment thereof shall (unless each of the entire Borrower and the Administrative Agent otherwise consents) be in an amount not less than the lesser of (i) $10,000,000 or (ii) the remaining amount of the assigning Lender’s Commitment (calculated as at the date of such assignment) or LoansOutstanding Credit Exposure (if the applicable Commitment has been terminated). (b) Upon (i) delivery to the Administrative Agent of an assignment, together with any consents required by Section 12.3(a), and (ii) payment of a $3,500 fee by the amount assigning Lender to the Administrative Agent for processing such assignment (unless such fee is waived by the Administrative Agent in its sole discretion), such assignment shall become effective on the effective date specified in such assignment. The assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment or Loans and Outstanding Credit Exposure under the applicable assignment agreement constitutes “plan assets” as defined under ERISA and that the rights and interests of the assigning Purchaser in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender subject party to each such assignment (determined as this Agreement and any other Loan Document executed by or on behalf of the date Lenders and shall have all the Assignment rights and Assumption obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and Outstanding Credit Exposure assigned to such Purchaser. Upon the consummation of any assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and a Purchaser pursuant to this Section 12.3(a), the transferor Lender, the Administrative Agent otherwise consent; provided and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. (c) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as an appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable Pro Rata Share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full Pro Rata Share of all Loans and participations in Facility LCs and Swingline Loans. Notwithstanding the foregoing, in the event that any assignment of a proportionate part of all the assigning Lender’s 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. (d) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at its office referred to in Schedule 13.1 a copy of each assignment agreement delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and Outstanding Credit Exposure owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). In addition, the Administrative Agent shall maintain on the Register information regarding the designation, revocation of designation, of any Lender as a Defaulting Lender. The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent, the LC Issuers, the Swingline Lender and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, except that this clause (B) notwithstanding notice to the contrary. The Register shall not apply be available for inspection by the Borrower, any LC Issuer, any Lender and the Swingline Lender at any reasonable time and from time to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnairetime upon reasonable prior notice.

Appears in 2 contracts

Samples: Credit Agreement (Idaho Power Co), Credit Agreement (Idaho Power Co)

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.27.13.2), any Lender may assign to one or more Persons assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, consent of (i) Borrower (such consent, in each case, consent not to be unreasonably withheld or delayed, of: (i) Borrowerwithheld), provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no Agent (such consent of Administrative Agent shall not to be required for an assignment to a Lender; unreasonably withheld) and (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, 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 Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaire.

Appears in 2 contracts

Samples: Credit Agreement (Tampa Electric Co), Credit Agreement (Tampa Electric Co)

Assignments. Notwithstanding anything else herein (a) (i) Prior to the contrary (but subject to Section 7.12.2)Availability Period End Date, any each Lender may assign to one or more Persons Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consentnotice to the Administrative Agent and, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if unless an Event of Default has occurred and is continuing, any other assigneeprior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed) and (ii) after the Availability Period End Date, each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Loans at the time owing to it) with prior written notice to the Administrative Agent and, only if such assignment is to a Competitor and unless an Event of Default has occurred and is continuing, the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, furtherhowever, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an clause (ii) above that if such assignment is to a Lender or Lender, an Affiliate of a Lender or an assignment Approved Assignee, no consent of the entire remaining amount of the assigning Lender’s Commitment or LoansBorrower shall be required; provided, further, in each case, that (x) 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 Acceptance with respect to such assignment is delivered to the Administrative Agent) shall be in an integral multiple of, and not be less than One Million Dollars ($5,000,000 unless each 1,000,000) (or, if less, the entire remaining amount of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this AgreementCommitment or Loans), except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (Cy) the parties to each assignment shall (A) execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance via an electronic settlement system acceptable to the Administrative Agent or (B) if previously agreed with the Administrative Agent, together with manually execute and deliver to the Administrative Agent an Assignment and Acceptance, and, in each case, shall pay to the Administrative Agent a processing and recordation fee of Three Thousand Five Hundred Dollars ($3,500; and ) (Dwhich fee may be waived or reduced in the sole discretion of the Administrative Agent), and (z) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent (1) written notice designating one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Loan Parties and their Affiliates 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 (2) all applicable tax forms. Upon acceptance and recording pursuant to clause (a) of this Section 9.15, from and after the effective date specified in each Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.4(d), 2.6, 5.9, 5.10 and 10.4, as well as to any Undrawn Fees accrued for its account and not yet paid). (b) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any Lien or adverse claim and that its Commitment, and the outstanding balances of its Loans, in each case without giving effect to assignments thereof which have not become effective, are as set forth in such Assignment and Acceptance, (ii) except as set forth in subclause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the other Financing Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Financing Document or any other instrument or document furnished pursuant hereto, or the financial condition of the Borrower or any other Loan Party or the performance or observance by the Borrower or any other Person of any of its obligations under this Agreement, any other Financing Document or any other instrument or document furnished pursuant hereto, or thereto, or in connection therewith; (iii) such assignee represents and warrants that it is an Eligible Assignee legally authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy of this Agreement and the other Financing Documents, together with copies of the most recent financial statements delivered pursuant to Section 5.3 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (v) such assignee will independently and without reliance upon the Administrative QuestionnaireAgent, the Collateral Agent, such assigning Lender or any other Secured Party and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (vi) such assignee appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent and the Collateral Agent, respectively, by the terms hereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Agreement are required to be performed by it as a Lender; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. (c) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices in Columbia, Maryland, a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment thereof, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error and the Borrower, each Lender and the Agents may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, the Collateral Agent and any Lender at any reasonable time and from time to time upon reasonable prior notice. (d) Upon its receipt of, and consent to, a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, the processing and recordation fee referred to in Section 9.15(a), if applicable, and the written consent, if required, of the Borrower, to such assignment and any applicable tax forms, the Administrative Agent shall (i) accept such Assignment and Acceptance and (ii) record the information contained therein in the Register. No assignment shall be effective unless it has been recorded in the Register as provided in this clause (d). (e) At the assigning Lender’s option, the Borrower shall execute and deliver to such new lender a new Note in the form attached hereto as Exhibit A, in a principal amount equal to the Loans being assigned, and the Borrower shall execute and exchange with the assigning Lender a replacement note for any Note in an amount equal to amount of the Loans retained by the Lender, if any. (f) Any Lender may, in connection with any assignment or proposed assignment pursuant to this Section 9.15, disclose to the assignee or proposed assignee any information relating to the Loan Parties or their respective Affiliates furnished to such Lender by or on behalf of the Loan Parties; provided, that, prior to any such disclosure of information designated by the Borrower as confidential, each such assignee or proposed assignee shall execute an agreement whereby such assignee shall agree (subject to customary exceptions) to preserve the confidentiality of such confidential information on terms no less restrictive than those applicable to the Lenders pursuant to Section 10.17.

Appears in 2 contracts

Samples: Loan Agreement (Vivint Solar, Inc.), Loan Agreement (Vivint Solar, Inc.)

Assignments. Notwithstanding anything else herein (i) Subject to the contrary conditions set forth in paragraph (but subject to Section 7.12.2)b)(ii) below, any Lender may assign to one or more Persons assignees (other than an Ineligible Institution) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitment, participations in Letters of Credit and the Loans at the time owing to it) with the prior written consent, consent (such consent, in each case, consent not to be unreasonably withheld or delayed, ) of: (iA) the Borrower, provided that no consent of Borrower shall be required for an assignment to a Lenderthat, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that the Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to the Administrative Agent within five Banking ten Business Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of the Borrower shall be required for an assignment by a Lender: (1) to one of its own Affiliates; (2) if any Event of Default has occurred and is continuing, to any other Lender; or (3) if an Event of Default under clauses (a), (e) or (f) of Article VI has occurred and is continuing, to any assignee; and (B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of any Commitment to an assignee that is a Lender (other than a Defaulting Lender) with a Commitment immediately prior to giving effect to such assignment; (iiiC) each LC Issuing Bank; and (ivD) each Swingline Lender. . (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, 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 $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 under clauses (a), (e) or (f) of Article VI has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to the Administrative Agent (x) an Assignment and AssumptionAssumption or (y) to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a Platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Appears in 2 contracts

Samples: Credit Agreement (Leggett & Platt Inc), Credit Agreement (Leggett & Platt Inc)

Assignments. Notwithstanding anything else herein (a) Subject to the contrary conditions set forth in paragraph (but subject to Section 7.12.2)ii) below, any Lender may assign to one or more Persons (other than an Ineligible Institution) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitment, participations in Facility Letters of Credit and the Loans at the time owing to it) with the prior written consent, consent (such consent, in each case, consent not to be unreasonably withheld or delayed, ) of: (i) the Borrower, provided that, the Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; provided, further that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of a Default has occurred and is continuing, any other assignee; providedassignee (but, furtherin each case, that Borrower the assignor or assignee shall be deemed send notice of such assignment to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereofthe Borrower); (ii) the Administrative Agent; , provided that no consent of the Administrative Agent shall be required for an assignment of any Commitment to an assignee that is a Lender (other than a Defaulting Lender;) with a Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (iii) each LC Issuing Bank; andLender, if such Person’s obligation to participate in Facility Letters of Credit would be increased by such assignment. (ivb) each Swingline Lender. Assignments shall be subject to the following additional conditions: (Ai) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or LoansLoans 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 $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 a Default has occurred and is continuing; (Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except provided that this clause (B) shall not apply be construed to prohibit the assignment of a Swingline proportionate part of all the assigning Lender’s rights and obligations in respect of Swingline one Class of Commitments or Loans; (Ciii) the parties to each assignment shall execute and deliver to the Administrative Agent (x) an Assignment and AssumptionAssumption or (y) to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a Platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants), together with a processing and recordation fee of $3,500; and (Div) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaireadministrative 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 related parties or its 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.

Appears in 2 contracts

Samples: Credit Agreement (DDR Corp), Credit Agreement (DDR Corp)

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Any Lender may at any time assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of); provided that: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (Aa) except in the case cases of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or Loansof an assignment to a Lender or a Lender Affiliate, the aggregate amount of the Commitment or (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date on which the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 1,000,000 unless each of Borrower and the Administrative Agent otherwise consent; provided that and, so long as no such consent of Borrower shall be required if an Default or Event of Default has occurred and is continuing, the Borrowers otherwise consent (each such consent not to be unreasonably withheld or delayed); (Bb) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this AgreementCredit Agreement with respect to all of the Loans or the Commitments owned by the assignor, except it being understood that this clause (B) shall non-pro rata assignments of or among any of the Commitments, the Revolving Credit Loans, the Reimbursement Obligations and the Term Loan are not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loanspermitted; (Cc) any assignment of a Commitment must be approved by the Administrative Agent (whether or not the proposed assignee is itself a Lender with a commitment or would otherwise qualify as an Eligible Assignee), which approval shall not be unreasonably withheld; and (d) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,500; and (D) , and the assigneeEligible 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 §18.3, from and after the effective date specified in each Assignment and Acceptance, the Eligible Assignee thereunder shall be a party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and Acceptance have the rights and obligations of a Lender under this Credit Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Credit Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Credit Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of (i) §§6.2.2, 6.6, 6.7, and 6.9 with respect to facts and circumstances occurring prior to the effective date of such assignment and (ii) §17.3 notwithstanding such assignment. Any assignment or transfer by a Lender of rights or obligations under this Credit Agreement that does not comply with this paragraph shall be treated for purposes of this Credit Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with §16.4.

Appears in 2 contracts

Samples: Credit Agreement (Crystal Rock Holdings, Inc.), Credit Agreement (Vermont Pure Holdings LTD/De)

Assignments. Notwithstanding anything else herein (i) Subject to the contrary (but subject to conditions set forth in Section 7.12.212.04(b)(ii), any Lender may assign to one or more Persons assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, consent (such consent, in each case, consent not to be unreasonably withheld or delayed, withheld) of: (iA) the Borrower, provided that no consent of the Borrower shall be required for an if such assignment is to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, is to any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof;and (iiB) the Administrative Agent; , provided that no consent of the Administrative Agent shall be required for an assignment to an assignee that is a Lender;Lender immediately prior to giving effect to such assignment. (iiiii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, 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 $5,000,000 3,000,000 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; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) 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; and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. (iii) Subject to Section 12.04(b)(iv) and the acceptance and recording thereof, 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 such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 5.01, Section 5.02, Section 5.03 and Section 12.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.04(c). (iv) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Maximum Credit Amount of, and principal amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent, the Issuing Bank and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, the Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice. In connection with any changes to the Register, if necessary, the Administrative Agent will reflect the revisions on Annex I and forward a copy of such revised Annex I to the Borrower, the Issuing Bank and each Lender. (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in this Section 12.04(b) and any written consent to such assignment required by this Section 12.04(b), the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this Section 12.04(b).

Appears in 2 contracts

Samples: Credit Agreement (Santa Maria Energy Corp), Credit Agreement (Santa Maria Energy Corp)

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Any Lender may at any time assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of); provided that: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (Aa) except in the case cases of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or Loansof an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, the aggregate amount of the Commitment or (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date on which the Assignment and Assumption Acceptance with respect to such assignment is delivered to Administrative the Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative the Agent otherwise consent; provided that and, so long as no such consent of Borrower shall be required if an Default or Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); (Bb) 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, except that this clause (B) shall not apply Credit Agreement with respect to a Swingline Lender’s rights and obligations in respect of Swingline Loansthe Loan or the Commitment assigned; (Cc) any assignment of a Commitment must be approved by the Agent (such consent not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself a Lender, an Affiliate of a Lender or an Approved Fund; and (d) the parties to each assignment shall execute and deliver to Administrative the Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,500; and (D) , and the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to Administrative the Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Agent pursuant to §15.3, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and Acceptance have the rights and obligations of a Lender under this Credit Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Credit Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Credit Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of (i) §§5.1.2, 5.1.4, 5.4, 5.5, 5.6, and 5.8 with respect to facts and circumstances occurring prior to the effective date of such assignment and (ii) §16.3 notwithstanding such assignment. Any assignment or transfer by a Lender of rights or obligations under this Credit Agreement that does not comply with this paragraph shall be null and void.

Appears in 2 contracts

Samples: Revolving Credit Agreement (SeaCube Container Leasing Ltd.), Revolving Credit Agreement (Seacastle Inc.)

Assignments. Notwithstanding anything else herein (i) Subject to the contrary (but subject to conditions set forth in Section 7.12.212.04(b)(ii), any Lender may assign to one or more Persons assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, consent of: (A) the Borrower (such consent, in each case, consent not to be unreasonably withheld or delayed, of: (i) Borrowerwithheld), provided that no consent of the Borrower shall be required for if (1) an Event of Default has occurred and is continuing or (2) at any other time, such assignment is to a Lender, an Affiliate of a Lender, Lender or an Approved Fund or, if an Event of Default has occurred and is continuing, any other assigneeFund; provided, provided further, that the Borrower shall be deemed to have consented to an any such assignment unless it the Borrower shall have objected object thereto by written notice to the Administrative Agent within five Banking with 5 Business Days after having received written notice thereof; (iiB) the Administrative Agent; , provided that no consent of the Administrative Agent shall be required for an assignment to an assignee that is a Lender; (iii) each LC Issuing BankLender immediately prior to giving effect to such assignment; and (ivC) each Swingline Lender. the Issuing Bank, provided that no consent of the Issuing Bank shall be required for an assignment to an assignee that is a Lender immediately prior to giving effect to such assignment. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or Lender, an Affiliate of a Lender Lender, an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, 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 $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; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) 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 $3,5004,000; and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (E) the assignee must not be a natural person, a Defaulting Lender or an Affiliate or Subsidiary of the Borrower. (iii) Subject to Section 12.04(b)(iv) and the acceptance and recording thereof, 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 such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 5.01, Section 5.02, Section 5.03 and Section 12.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.04(c). (iv) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Maximum Credit Amount of, and principal amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent, the Issuing Bank and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, the Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice. In connection with any changes to the Register, if necessary, the Administrative Agent will reflect the revisions on Annex I and forward a copy of such revised Annex I to the Borrower, the Issuing Bank and each Lender. (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the Assignee’s completed Administrative Questionnaire and, if required hereunder, applicable tax forms (unless the Assignee shall already be a Lender hereunder), the processing and recordation fee referred to in this Section 12.04(b) and any written consent to such assignment required by this Section 12.04(b), the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this Section 12.04(b). (vi) Notwithstanding the foregoing, no assignment or participation shall be made to any Loan Party or any Affiliate of a Loan Party.

Appears in 2 contracts

Samples: Credit Agreement (Primeenergy Resources Corp), Credit Agreement (Primeenergy Corp)

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Any Lender may assign to one or more Persons banks or other entities all or a any portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and Revolving Commitment, the Loans at the time Advances owing to it) with , the prior written consentNotes held by it, such consentif any, and the participation interest in each casethe Letter of Credit Obligations held by it); provided, not to be unreasonably withheld or delayedhowever, of: that (i) Borrower, provided that no consent of Borrower each such assignment shall be required for an assignment to a Lender, an Affiliate of a constant, and not a varying, percentage of all of such Lender, an Approved Fund or, if an Event ’s rights and obligations under this Agreement as a Lender and shall involve a ratable assignment of Default has occurred such Lender’s Revolving Commitment and is continuing, any other assignee; provided, further, that Borrower such Lender’s Revolving Advances and shall be deemed to have consented to in an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; amount not less than $5,000,000, (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the resulting Revolving Commitment or Loans and Revolving Advances of the assigning Lender subject (unless it is assigning all its Revolving Commitment) and the assignee Lender pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment is delivered to Administrative Agentassignment) shall not in no event be less than $5,000,000 unless 10,000,000, (iii) each of Borrower such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the applicable Notes, if any, subject to such assignment, (v) each Eligible Assignee shall pay to the Administrative Agent otherwise consenta $4,000 administrative fee; provided that no and (vi) the Administrative Agent shall promptly deliver a copy of the fully executed Assignment and Acceptance to the Administrative Agent. Upon such consent of Borrower execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be required if an Event at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of Default has occurred a Lender hereunder and is continuing; (B) each partial assignment shall such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be made as released from its obligations under this Agreement (and, in the case of an assignment Assignment and Acceptance covering all or the remaining portion of a proportionate part of all the assigning such Lender’s rights and obligations under this Agreement, except that this clause (B) such Lender shall not apply cease to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lenderparty hereto) but shall continue to be entitled to the benefits of Sections 2.8, shall deliver 2.9, 2.11, 9.4, 9.7 and 9.15 with respect to Administrative Agent an Administrative Questionnairefacts and circumstances occurring prior to the effective date of such assignment. Notwithstanding anything herein to the contrary, any Lender may assign, as collateral or otherwise, any of its rights under the Credit Documents to any Federal Reserve Bank.

Appears in 2 contracts

Samples: Credit Agreement (NOW Inc.), Credit Agreement (NOW Inc.)

Assignments. Notwithstanding anything else herein to the contrary (but subject The Program Agreements are not assignable by any Seller. Subject to Section 7.12.2)37 (Acknowledgment of Assignment and Administration of Repurchase Agreement) and the provisions of this Section 22 (Non assignability) hereof, any Lender Administrative Agent and Buyers may from time to time assign to one or more Persons all or a portion of its their rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: Program Agreements if (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, (ii) such assignment is to an Affiliate of Administrative Agent or (iii) such assignment is to any other assigneePerson, with (in respect of this clause (iii) and in the absence of an Event of Default) Seller’s prior written consent, not to be unreasonably withheld; provided, however that Administrative Agent shall maintain, solely for this purpose as a non-fiduciary agent of Sellers, for review by Sellers upon written request, a register of assignees and participants (the “Register”) and a copy of an executed assignment and acceptance by Administrative Agent, each applicable Buyer and assignee (“Assignment and Acceptance”), specifying the percentage or portion of such rights and obligations assigned. The entries in the Register shall be conclusive absent manifest error, and the Sellers, Administrative Agent and Buyers shall treat each Person whose name is properly recorded in the Register pursuant to the preceding sentence as a Buyer (or Administrative Agent, as applicable) hereunder. Upon such assignment and recordation in the Register and compliance with clause (b) below, (a) such assignee shall be a party hereto and to each Program Agreement to the extent of the percentage or portion set forth in the Assignment and Acceptance, and shall succeed to the applicable rights and obligations of Administrative Agent and Buyers hereunder, as applicable, and (b) Administrative Agent and Buyers shall, to the extent that such rights and obligations have been so assigned by them to either (i) an Affiliate of Administrative Agent which assumes the obligations of Administrative Agent and Buyers, as applicable or (ii) another Person approved by Sellers (such approval not to be unreasonably withheld) which assumes the obligations of Administrative Agent and Buyers, as applicable, be released from its obligations hereunder and under the Program Agreements. Any assignment hereunder shall be deemed a joinder of such assignee as a Buyer hereto. Unless otherwise stated in the Assignment and Acceptance, Sellers shall continue to take directions solely from Administrative Agent unless otherwise notified by Administrative Agent in writing. Administrative Agent and Buyers may distribute to any prospective assignee this Agreement, the other Program Agreements, any document or other information delivered to Administrative Agent and/or Buyers by Sellers; provided, however, that any such prospective assignee shall execute a confidentiality agreement reasonably acceptable to Sellers, it being understood that such agreement shall be deemed acceptable by Sellers if it contains terms at least as restrictive as those set forth in Section 32 hereof, and Administrative Agent and Buyers shall reasonably cooperate with Sellers in enforcing such confidentiality agreement for the benefit of Sellers; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments Seller shall be subject to the following any additional conditions: (A) except reporting requirements other than as set forth in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, 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 Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative QuestionnaireProgram Agreements.

Appears in 2 contracts

Samples: Master Repurchase Agreement (Rocket Companies, Inc.), Master Repurchase Agreement (Rocket Companies, Inc.)

Assignments. Notwithstanding anything else herein (a) Subject to the contrary (but subject to conditions set forth in Section 7.12.211.02(b), any Lender may assign to one or more Persons assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it) with ); provided that the prior written consent, such consent, in each case, consents (which consents shall not to be unreasonably withheld or delayed) of the Agent, of: each Issuer and (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if unless an Event of Default has occurred and is continuing) the Borrower shall be required prior to an assignment becoming effective with respect to an assignee which, any other assigneeprior to such assignment, is not a Lender, an Affiliate of a Lender or an Approved Fund; provided, further, that consent of the Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent been given if the Borrower has not responded within five Banking (5) Business Days after having received notice thereof;of a request for such consent. (iib) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (Ai) except each assignment shall be in an integral multiple of $2,500,000 (provided that simultaneous assignments by two or more Approved Funds shall be combined for purposes of determining whether the case of an minimum assignment to a Lender or an Affiliate of a Lender or an assignment of requirement is met) or, if less, the entire remaining amount of the such assigning Lender’s Commitment or Commitments and Loans, 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 Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing;, (Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans;, (Ciii) the parties to each assignment shall (A) execute and deliver to Administrative the Agent an Assignment and Assumption (“Assignment and Assumption”) in substantially the form of Exhibit E hereto via an electronic settlement system acceptable to the Agent or (B) if previously agreed with the Agent, manually execute and deliver to the Agent an Assignment and Assumption, in each case together with a processing and recordation fee of $3,500; and3,500 (which fee may be waived or reduced in the sole discretion of the Agent); (Div) the assignee, if it shall not be a Lender, shall deliver to Administrative the Agent an Administrative QuestionnaireQuestionnaire and all applicable tax forms; (v) any Lender that assigns its Commitments, in whole or in part, shall assign a corresponding percentage of its Facility Letter of Credit Sublimit to the same assignee; and (vi) no assignment shall be made to a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person). (c) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in Section 11.02(b)(iii), if applicable, any written consent to such assignment required by Section 11.02(a) and any applicable tax forms, the Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

Appears in 2 contracts

Samples: Credit Agreement (Beazer Homes Usa Inc), Second Amended and Restated Credit Agreement (Beazer Homes Usa Inc)

Assignments. Notwithstanding anything else herein It is understood and agreed that each Lender shall have the right to the contrary (but subject to Section 7.12.2), assign at any Lender may assign to one or more Persons time all or a portion of its rights and obligations under this Agreement (including all or a any portion of its Commitment and interests in the risk relating to any Revolving Credit Loans at and outstanding Letters of Credit and/or its Term Loan Percentage of the time owing Term Loan to it) with the prior written consentany Person, such consent, in each case, not to be unreasonably withheld or delayed, of: provided that: (i) Borrower, provided that no consent of Borrower each such assignment shall be required for an assignment to in a Lender, an Affiliate minimum amount of a Lender, an Approved Fund $1,000,000 (or, if an less, in a minimum amount equal to all of such Lender's Commitment and interests in the risk relating to any Revolving Credit Loans and outstanding Letters of Credit and/or its Term Loan Percentage of the Term Loan); (ii) the Administrative Agent and, so long as no Event of Default has occurred and is continuing, any other assignee; providedthe Parent, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice such assignment, each such consent not to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agentbe unreasonably withheld; provided that no the consent of the Administrative Agent and the Parent shall not be required for an required, and the minimum assignment amount shall not apply, if the assignment is to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or , an Affiliate of a Lender or an Approved Fund so long as such assignment of would not result in increased costs to the entire remaining amount of Borrowers hereunder; and (iii) the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of proposed assignee and 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 Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to the Administrative Agent and the Borrowers hereunder an Assignment and AssumptionAcceptance in the form attached hereto as Exhibit D (in each case, together with an "Assignment and Acceptance"). Upon the execution and delivery of such Assignment and Acceptance, (A) to the extent applicable, the Borrowers, if requested, shall issue to the assignee applicable Notes in the amount of such assignee's Commitment and/or portion of the Term Loan, dated the effective date of such Assignment and Acceptance and otherwise completed in substantially the form of the Notes executed and delivered to the Lenders on the Effective Date and, if applicable, the assignor shall return to the Borrowers its existing Notes marked "cancelled"; and (B) the assignee shall pay a processing and recordation fee of $3,5003,500 to the Administrative Agent; and (D) provided that only one such fee shall be payable in the assignee, if it shall not be a Lender, shall deliver event of simultaneous assignments to Administrative Agent an Administrative Questionnaireor by two or more Approved Funds.

Appears in 2 contracts

Samples: Revolving Credit and Term Loan Agreement (Waste Connections Inc/De), Revolving Credit and Term Loan Agreement (Waste Connections Inc/De)

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2)a) Any Lender may, in accordance with applicable law, at any Lender may time assign to one or more Persons Purchasers all or a portion any part of its rights and obligations under this Agreement (including all the Loan Documents. Such assignment shall be substantially in the form of Exhibit B or a portion in such other form as may be agreed to by the parties thereto. The consent of its Commitment the Borrower and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower Administrative Agent shall be required for prior to an assignment becoming effective with respect to a Lender, Purchaser which is not a Lender or an Affiliate of a Lender, thereof or an Approved Fund or, Fund; provided that if an Event of a Default has occurred and is continuing, any other assigneethe consent of the Borrower shall not be required; provided, and provided further, that the Borrower shall be deemed to have consented to an any such assignment unless it shall have objected object thereto by written notice to the Administrative Agent within five Banking (5) Business Days after having received notice thereof; . The consent of the Swingline Lender and each LC Issuer shall be required prior to an assignment becoming effective with respect to any Purchaser. Each such consent shall not be unreasonably withheld or delayed. Each such assignment with respect to a Purchaser which is not a Lender or an Affiliate thereof or an Approved Fund shall (unless each of the Borrower and the Administrative Agent otherwise consents) be in an amount not less than the lesser of (i) $10,000,000 or (ii) the remaining amount of the assigning Xxxxxx’s Commitment (calculated as at the date of such assignment) or Outstanding Credit Exposure (if the applicable Commitment has been terminated). (b) Upon (i) delivery to the Administrative Agent; provided Agent of an assignment, together with any consents required by Section 12.3(a), and (ii) payment of a $3,500 fee by the assigning Lender to the Administrative Agent for processing such assignment (unless such fee is waived by the Administrative Agent in its sole discretion), such assignment shall become effective on the effective date specified in such assignment. The assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Outstanding Credit Exposure under the applicable assignment agreement constitutes “plan assets” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent of or action by the Borrower, the Lenders or the Administrative Agent shall be required for an to release the transferor Lender with respect to the percentage of the Aggregate Commitment and Outstanding Credit Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(a), the transferor Lender;, the Administrative Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. (iiic) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an In connection with any assignment of the entire remaining amount rights and obligations of the assigning Lender’s Commitment or Loansany Defaulting Lender hereunder, 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 Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as an appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable Pro Rata Share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full Pro Rata Share of all Loans and participations in Facility LCs and Swingline Loans. Notwithstanding the foregoing, in the event that any assignment of a proportionate part of all the assigning Lender’s 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. (d) The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at its office referred to in Schedule 13.1 a copy of each assignment agreement delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and Outstanding Credit Exposure owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). In addition, the Administrative Agent shall maintain on the Register information regarding the designation, revocation of designation, of any Lender as a Defaulting Lender. The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent, the LC Issuers, the Swingline Lender and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, except that this clause (B) notwithstanding notice to the contrary. The Register shall not apply be available for inspection by the Borrower, any LC Issuer, any Lender and the Swingline Lender at any reasonable time and from time to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnairetime upon reasonable prior notice.

Appears in 2 contracts

Samples: Credit Agreement (Idaho Power Co), Credit Agreement (Idaho Power Co)

Assignments. Notwithstanding anything else herein (a) Subject to the contrary (but subject to conditions set forth in Section 7.12.211.02(b), any Lender may assign to one or more Persons assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it) with ); provided that the prior written consent, such consent, in each case, consents (which consents shall not to be unreasonably withheld or delayed, of: ) of the Agent and (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if unless an Event of Default has occurred and is continuing, any other assignee; provided, further, that ) the Borrower shall be deemed to have consented required prior to an assignment unless it shall have objected thereto by written notice becoming effective with respect to Administrative Agent within five Banking Days after having received notice thereof;an assignee which, prior to such assignment, is not a Lender, an Affiliate of a Lender or an Approved Fund. (iib) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, 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 Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (Bi) 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, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans;, (Cii) the parties to each assignment shall execute and deliver to Administrative the Agent an Assignment and Assumption (“Assignment and Assumption”) in substantially the form of Exhibit F hereto, together with a processing and recordation fee of $3,500; and (Diii) the assignee, if it shall not be a Lender, shall deliver to Administrative the Agent an Administrative Questionnaire. (c) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in Section 11.02(b)(ii) and any written consent to such assignment required by Section 11.02(a), the Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.04(a), 2.21(d), 2.22.6(b) or 9.05, the Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

Appears in 2 contracts

Samples: Credit Agreement (Clarksburg Skylark, LLC), Credit Agreement (Beazer Homes Usa Inc)

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Any Lender may at any time assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of); provided that: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (Aa) except in the case cases of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Credit Loans at the time owing to it or Loansof an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, the aggregate amount of the Commitment or (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date on which the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and the Administrative Agent otherwise consent; provided that and, so long as no such consent of Borrower shall be required if an Default or Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); (Bb) 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, except that this clause (B) shall not apply Credit Agreement with respect to a Swingline Lender’s rights and obligations in respect of Swingline Loansthe Loan or the Commitment assigned; (Cc) any assignment of a Commitment must be approved by the Administrative Agent (such consent not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself a Lender, an Affiliate of a Lender or an Approved Fund; and (d) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,500; and (D) , and the assigneeEligible 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 Section 15.3, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and Acceptance have the rights and obligations of a Lender under this Credit Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Credit Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Credit Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of (i) Sections 5.1.2, 5.1.4, 5.4, 5.5, 5.6, and 5.8 with respect to facts and circumstances occurring prior to the effective date of such assignment and (ii) Section 16.3 notwithstanding such assignment. Any assignment or transfer by a Lender of rights or obligations under this Credit Agreement that does not comply with this paragraph shall be null and void.

Appears in 2 contracts

Samples: Credit Agreement (SeaCube Container Leasing Ltd.), Credit Agreement (SeaCube Container Leasing Ltd.)

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any a) Any Lender may at any time assign to one or more Persons banks or other entities (“Purchasers”) all or a portion any part of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower Credit Documents. Such assignment shall be required for an substantially in the form of Schedule 10.3 or in such other form as may be agreed to by the parties thereto. Each such assignment with respect to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and Purchaser which is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to not a Lender or an Affiliate of a Lender or an assignment of Approved Fund shall either be in an amount equal to the entire remaining amount of the assigning Lender’s applicable Commitment or Loans, the amount of the Commitment or and Loans of the assigning Lender or (unless each of the Borrower and the Administrative Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount of the assignment shall be based on the Commitment or outstanding Loans (if the Commitment has been terminated) subject to each such assignment (the assignment, determined as of the date the Assignment and Assumption with respect to of such assignment or as of the “Trade Date,” if the “Trade Date” is delivered to Administrative Agentspecified in the assignment. (b) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such The consent of the Borrower shall be required prior to an assignment becoming effective unless the Purchaser is a Lender, an Affiliate of a Lender or an Approved Fund, provided that the consent of the Borrower shall not be required if an Event of a Default has occurred and is continuing; (B) each partial assignment . The consent of the Administrative Agent shall be made as required prior to an assignment becoming effective unless the Purchaser is a Lender with a Revolving Commitment (in the case of an assignment of a proportionate part Revolving Commitment) or is a Lender, an Affiliate of a Lender or an Approved Fund (in the case of an assignment of any other Commitment or Loans). The consent of the Issuing Bank shall be required prior to an assignment of a Revolving Commitment becoming effective unless the Purchaser is a Lender with a Revolving Commitment. Any consent required under this Section 10.3(b) shall not be unreasonably withheld or delayed. (c) Upon (i) delivery to the Administrative Agent of an assignment, together with any consents required by Sections 10.2(a) and 10.2(b), and (ii) payment of a $3,500 fee to the Administrative Agent for processing such assignment (unless such fee is waived by the Administrative Agent), such assignment shall become effective on the effective date specified in such assignment. The assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Loans under the applicable assignment agreement constitutes “plan assets” as defined under ERISA and that the rights and interests of the Purchaser in and under the Credit Documents will not be “plan assets” under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Credit Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Credit Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Loans assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the Administrative Agent. In the case of an assignment covering all of the assigning Lender’s rights and obligations under this Agreement, except such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Credit 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 clause (B) Section 10.3 shall not apply to be treated for purposes of this Agreement as a Swingline Lender’s sale by such Lender of a participation in such rights and obligations in respect accordance with Section 10.2. Upon the consummation of Swingline Loans;any assignment to a Purchaser pursuant to this Section 10.3(c) the transferor Lender, the Administrative Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. (Cd) The Administrative Agent, acting solely for this purpose as an agent of the parties Borrower, shall maintain at one of its offices in Houston, Texas a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans owing to, each assignment Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall execute be conclusive, and deliver to the Borrower, the Administrative Agent an Assignment and Assumptionthe Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, together with a processing notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower at any reasonable time and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver from time to Administrative Agent an Administrative Questionnairetime upon reasonable prior notice.

Appears in 2 contracts

Samples: Credit Agreement (Consolidated Graphics Inc /Tx/), Credit Agreement (Consolidated Graphics Inc /Tx/)

Assignments. Notwithstanding anything else herein to (a) Borrower may not assign this Agreement or any of its rights or obligations hereunder without the contrary prior approval of Agent. (but subject to Section 7.12.2)b) No Lender shall assign, any Lender may assign to one transfer, sell, pledge or more Persons hypothecate all or a any portion of its rights in and obligations under this Agreement (including all or a portion of its Commitment and to the Loans at the time owing to it) any other Person (a Person to which any such assignment, transfer or sale is made in accordance with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of:this Article X being an "ASSIGNEE"): (i) Borrower, provided that no without the prior written consent of Borrower Agent, which consent shall not be unreasonably withheld and shall not be required for an assignment to a Lender, if the Assignee is an Affiliate of such Lender and provided that such Lender shall not be released from its continuing obligations hereunder after such assignment to its Affiliate; (ii) so long as no Event of Default shall exist, unless the Assignee is an Affiliate of such Lender or is an Eligible Assignee, and provided that such Lender shall not be released from its continuing obligations hereunder after such assignment to its Affiliate; (iii) unless such transaction shall be an assignment of a constant and not a varying, ratable percentage of such Lender's interest in the Loan; (iv) unless the aggregate principal amount of the Loan which is the subject of such transaction is Five Million Dollars ($5,000,000) or more; (v) unless, after giving effect to such transaction, such Lender's aggregate unassigned interest in the Loan shall be in a principal amount of at least Five Million Dollars ($5,000,000) unless such transaction encompasses all of such Lender's rights in and to the Loan in which case such Lender shall have assigned all of its rights in and to the Loan; and (vi) in the case of an assignment, the parties to each such assignment shall execute and deliver to Agent, for its acceptance and recording the Agent's Register, Agent's form of assignment and acceptance agreement attached hereto as SCHEDULE XIII, with appropriate completions (each, an Approved Fund or"ASSIGNMENT AND ACCEPTANCE"), if together with a processing and registration fee of $2,500, which fee shall cover Agent's cost in connection with the assignments under this Agreement. (c) If an Event of Default has occurred and is continuing, subject to Section 11.4(f), Borrower's consent to any other assignee; providedassignment or participation to any party whatsoever shall not be required and all parties hereto agree to promptly execute and file an amendment to this Agreement reflecting any such assignment. Furthermore, furtherif within seven (7) Business Days after receiving a request pursuant to subparagraph (b) above for its consent to any assignment or participation by any Lender, that Borrower shall not have either consented or withheld its consent (specifying the reasons therefor), then such consent shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof;been given. (iid) Administrative Borrower agrees to execute, within ten (10) days after request therefor is made by Agent, any documents and/or estoppel certificates reasonably requested by Agent in connection with such participation or assignment, without charge; provided that no consent such documents and/or estoppel certificates do not expand the liability or obligations of Administrative Agent Borrower or reduce assignee's or participant's obligations. (e) Upon such execution, delivery, acceptance and recording, from and after the effective date specified in such Assignment and Acceptance, (x) the assignee thereunder shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; party thereto and (iv) each Swingline Lender. Assignments shall be subject , to the following additional conditions: extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (Ay) except the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an assignment to a Lender Assignment and Acceptance covering all or the remaining portion of an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, 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 Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement, except that this clause (B) such Lender shall not apply cease to be a Swingline Lender’s rights and obligations in respect of Swingline Loans;party thereto). (Cf) Agent shall maintain a register (the "AGENT'S REGISTER") showing the identity of the Lenders from time to time. The entries in the Agent's Register shall be conclusive, in the absence of manifest error, and Borrower, Agent and the Lenders may (and, in the case of any portion of the Loan or other obligation hereunder not evidenced by a Note, shall) treat each Person whose name is recorded in the Register as the owner of such portion of the Loan or other obligation hereunder as the owner thereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any notice to the contrary. Any assignment of any portion of the Loan or other obligation hereunder not evidenced by a Note shall be effective only upon appropriate entries with respect thereto being made in the Register. The Register shall be available for inspection by Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. (g) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an Assignee (and, in the case of an Assignee that is not then a Lender or an affiliate thereof, by Borrower and Agent) together with payment to Agent of a registration and processing fee of $2,500, Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the effective date determined pursuant thereto record the information contained therein in the Agent's Register and give notice of such acceptance and recordation to the Lenders and Borrower. (h) Borrower authorizes each Lender to disclose to any participant or Assignee of such Lender (each, a "TRANSFEREE") and any prospective Transferee any and all financial information in such Lender's possession concerning Borrower and its Affiliates which has been delivered to such Lender by or on behalf of Borrower pursuant to this Agreement or which has been delivered to such Lender by or on behalf of Borrower in connection with such Lender's credit evaluation of Borrower and its Affiliates prior to becoming a party to this Agreement, provided that any disclosure of Bloomberg's financial statements may only be made in accordance with the terms of the Bloomberg Lease and subject to the confidentiality requirements thereof with respect to the same. (i) For avoidance of doubt, the parties to each this Agreement acknowledge that the provisions of this Section concerning assignments relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including, without limitation, any pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bank in accordance with applicable law. (j) Borrower agrees that after the effective date under such Assignment and Acceptance, upon the request to Agent by any Lender, Borrower shall execute and deliver to Administrative Agent an Assignment such Lender one or more substitute notes of Borrower evidencing such Lender's Ratable Share of the Building Loan, Supplemental Loan and AssumptionProject Loan, together respectively, in substantially the same form as the Building Loan Note, Supplemental Loan Note and Project Loan Note, respectively, with a processing appropriate insertions as to payee and recordation fee principal amount. Each such substitute note shall be dated as of $3,500; andthe Closing Date. (Dk) Notwithstanding anything to the assigneecontrary contained in this Agreement, if it HVB and Agent hereby agree for the benefit of Borrower that provided no Event of Default exists, HVB shall not assign, without the consent of Borrower (which consent shall not be unreasonably withheld or delayed), a portion of the Loan which shall result in the Ratable Share of HVB in its capacity as a Lender being less than, for so long as Lenders continue to have any further funding obligations hereunder, One Hundred One Million and No/100 ($101,000,000) Dollars of the Maximum Loan Commitment. (l) Notwithstanding anything to the contrary contained in this Agreement, Borrower shall not be responsible for the costs incurred by any Lender, shall deliver Assignee or Agent in connection with any such Assignment and Acceptance. (m) Notwithstanding anything to Administrative Agent an Administrative Questionnairethe contrary contained in this Agreement or the other Loan Documents, Borrower consents to any assignment of the Loan to Vornado or to Mezzanine Lender or any Person that is, directly or indirectly, wholly-owned by Vornado.

Appears in 2 contracts

Samples: Supplemental Loan Agreement (Alexanders Inc), Project Loan Agreement (Alexanders Inc)

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Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Any Lender may assign to one or more Persons all or a portion with the written consents of its rights and obligations under this Agreement (including all or a portion of its Commitment the Company and the Loans at the time owing to it) with the prior written consent, such consent, in each case, Agent (which consents will not to be unreasonably withheld or delayed, of: ) at any time assign and delegate to one or more Eligible Assignees (any Person to whom an assignment and delegation is made being herein called an “Assignee”) all or any fraction of such Lender’s Committed Loans and Commitment; each such assignment of a Lender’s Commitment shall be in the minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof; provided that no such consent from the Company shall be required in the case of (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a LenderPermitted AIG Affiliate that is, at such time, an Affiliate of AIG or (ii) an assignment of outstanding Committed Loans (but not Commitments) to an Eligible Assignee that is an Affiliate of AIG; provided, further, that, any such Assignee will comply, if applicable, with the provisions contained in Section 5.4; provided, further, the Company may withhold consent to the assignment of any Lender’s Committed Loans and Commitment to an Assignee for whom it is illegal to make a LIBOR Rate Loan described in Section 12.9(b)(iii) or that the Borrower would be required to compensate for any withholding or deductions described in clauses (i) or (ii) of Section 12.9(b) that are in excess of any such withholding or deductions the Borrower would be required to compensate to such assigning Lender, an Approved Fund or, if an Event and any such withholding of Default has occurred consent by the Company is and is continuing, any other assigneehereby will be deemed to be reasonable; provided, further, that the Borrower and the Agent shall be entitled to continue to deal solely and directly with such assigning Lender in connection with the interests so assigned and delegated to an Assignee until such assigning Lender and/or such Assignee shall have; and provided, further, that in the event the Company is assigned any Committed Loans or Commitments hereunder, the Company’s vote in its capacity as a Lender on account of such Committed Loans or Commitments on any amendment, modification or waiver of, or consent with respect to, any provision of this Agreement pursuant to which the Lenders have voting rights hereunder shall be deemed to be voted in favor and/or against approval in direct proportion to the votes of the other Lenders that have consented to an assignment unless it shall have objected thereto by voted in favor and/or against approval of such matter: (i) given written notice of such assignment and delegation, together with payment instructions, addresses and related information with respect to Administrative Agent within five Banking Days after having received notice thereofsuch Assignee, substantially in the form of Exhibit D, to the Company and the Agent; (ii) Administrative Agent; provided that no consent evidence satisfactory to the Company and the Agent that, as of Administrative Agent shall the date of such assignment and delegation the Obligors will not be required for an assignment to a Lenderpay any costs, fees, taxes or other amounts of any kind or nature (including under Section 12.5) with respect to the interest assigned in excess of those payable by the Obligors with respect to such interest prior to such assignment; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject paid to the following additional conditions: (A) except in Agent for the case of an assignment to a Lender or an Affiliate of a Lender or an assignment account of the entire remaining amount of the assigning Lender’s Commitment or Loans, 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 Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (Div) provided to the Agent evidence reasonably satisfactory to the Agent that the assigning Lender has complied with the provisions of Section 11.10. Upon receipt of the foregoing items and the consents of the Company and the Agent, and subject to the acceptance and recordation of the assignment by the Agent pursuant to Section 11.11, (x) the assigneeAssignee shall be deemed automatically to have become a party hereto and, to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee, such Assignee shall have the rights and obligations of a Lender hereunder and under the other instruments and documents executed in connection herewith and (y) the assigning Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations hereunder, except as specified in the last sentence of Section 12.6. The Agent may from time to time (and upon the request of the Company or any Lender after any change therein shall) distribute a revised Schedule I indicating any changes in the Lenders party hereto or the respective Percentages of such Lenders and update the Register. Within five Business Days after the Company’s receipt of notice from the Agent of the effectiveness of any such assignment and delegation, if it requested by the Assignee in accordance with Section 11.11, the Borrower shall execute and deliver to the Agent (for delivery to the relevant Assignee) new Committed Notes in favor of such Assignee and, if the assigning Lender has retained Committed Loans and a Commitment hereunder and if so requested by such Lender in accordance with Section 11.11, replacement Committed Notes in favor of the assigning Lender (such Committed Notes to be in exchange for, but not in payment of, the Committed Notes previously held by such assigning Lender). Each such Committed Note shall be dated the date of the predecessor Committed Notes. The assigning Lender shall promptly xxxx the predecessor Committed Notes, if any, “exchanged” and deliver them to the Borrower. Any attempted assignment and delegation not made in accordance with this Section 12.4.1 shall be null and void. Notwithstanding any other provision set forth in this Agreement, any Lender may at any time create a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender to a Federal Reserve Lender in accordance with Regulation A of the Board of Governors of the Federal Reserve System or other similar central bank; provided, that, no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender party hereto. The Company, each Lender, and each Assignee acknowledge and agree that after receipt by the Agent of the items and consents required by this Section 12.4.1 each Assignee shall deliver be considered a Lender for all purposes of this Agreement (including Sections 5.4, 6.1, 6.4, 12.5 and 12.6) and by its acceptance of an assignment herein, each Assignee agrees to Administrative Agent an Administrative Questionnairebe bound by the provisions of this Agreement (including Section 5.4).

Appears in 2 contracts

Samples: Revolving Credit Agreement (AerCap Holdings N.V.), Revolving Credit Agreement (American International Group Inc)

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Lender may assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (ia) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof;; and (iib) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (Ai) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, 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 Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (Ciii) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (Div) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaire.

Appears in 2 contracts

Samples: Credit Agreement (Tampa Electric Co), Credit Agreement (Tampa Electric Co)

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any a) Any Lender may at any time assign to one or more Persons (any such Person, an "Assignee") all or a any portion of its rights such Lender's Loans and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) Commitments, with the prior written consentconsent of Agent and, such consentso long as no Event of Default exists, in each case, Borrower Representative (which consents shall not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower delayed and shall not be required for an assignment by a Lender to a Lender (other than a Defaulting Lender) or an Affiliate of a Lender (other than an Affiliate of a Defaulting Lender) or an Approved Fund (other than an Approved Fund of a Defaulting Lender)). Except as Agent may otherwise agree, any such assignment shall be in a minimum aggregate amount equal to $5,000,000 or, if less, the remaining Commitment and Loans held by the assigning Lender (provided, that an assignment to a Lender, an Affiliate of a Lender, Lender or an Approved Fund orshall not be subject to the foregoing minimum assignment limitations). The Loan Parties and Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Agent shall have received and accepted an effective Assignment and Assumption executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500. Notwithstanding anything herein to the contrary, no assignment may be made to any equity holder of a Loan Party, any Affiliate of any equity holder of a Loan Party, any Loan Party, any holder of Subordinated Debt of a Loan Party, any holder of any debt that is secured by liens or security interests that have been contractually subordinated to the liens and security interests securing the Obligations, or any Affiliate of any of the foregoing Persons without the prior written consent of Agent, which consent may be withheld in Agent's sole discretion and, in any event, if an Event granted, may be conditioned on such terms and conditions as Agent shall require in its sole discretion, including a limitation on the aggregate amount of Default has occurred Loans and is continuing, any Commitments which may be held by such Person and/or its Affiliates and/or limitations on such Person's and/or its Affiliates' voting and consent rights and/or rights to attend Lender meetings or obtain information provided to other assignee; provided, further, that Lenders. Any attempted assignment not made in accordance with this Section 15.10 shall be null and void. Each Borrower shall be deemed to have consented granted its consent to an any assignment requiring its consent hereunder unless it Borrower Representative has expressly objected to such assignment within five (5) Business Days after notice thereof. (b) From and after the date on which the conditions described in Section 15.10(a) above have been met, (i) such Assignee shall be deemed automatically to have become a party hereto and, to the extent that rights and obligations hereunder have been assigned to such Assignee pursuant to the applicable Assignment and Assumption, shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; the rights and obligations of a Lender hereunder and (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, to the amount extent that rights and obligations hereunder have been assigned by it pursuant to the applicable Assignment and Assumption, shall be released from its rights (other than its indemnification rights) and obligations hereunder. Upon the request of the Commitment or Loans of the assigning Lender subject to each such assignment Assignee (determined and, as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all applicable, the assigning Lender’s rights ) pursuant to an effective Assignment and obligations under this AgreementAssumption, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment Borrowers shall execute and deliver to Administrative Agent an for delivery to the Assignee (and, as applicable, the assigning Lender) a promissory note in the principal amount of the Assignee's Pro Rata Share of the aggregate Revolving Loan Commitment (and, as applicable, a promissory note in the principal amount of the Pro Rata Share of the aggregate Revolving Commitment retained by the assigning Lender). Upon receipt by Agent of such promissory note(s), the assigning Lender shall return to Borrowers any prior promissory note held by it. (c) Agent shall, as a non-fiduciary agent of Borrowers, maintain a copy of each Assignment and AssumptionAssumption delivered and accepted by it and register (the "Register") for the recordation of names and addresses of the Lenders and the Commitment of each Lender and principal and stated interest of each Loan owing to each Lender from time to time and whether such Lender is the original Lender or the Assignee. No assignment shall be effective unless and until the Assignment and Assumption is accepted and registered in the Register. All records of transfer of a Lender's interest in the Register shall be conclusive, together with a processing and recordation fee absent manifest error, as to the ownership of $3,500; and (D) the assignee, if it interests in the Loans. Agent shall not incur any liability of any kind with respect to any Lender with respect to the maintenance of the Register. Each Lender granting a participation shall, as a non-fiduciary agent of the Borrowers, maintain a register containing information similar to that of the Register in a manner such that the loans hereunder are in "registered form" for the purposes of the Code. This Section and Section 19.1.2 shall be a Lender, shall deliver to Administrative Agent an Administrative Questionnaireconstrued so that the Loans are at all times maintained in "registered form" for the purpose of the Code and any related regulations (and any successor provisions).

Appears in 2 contracts

Samples: Loan and Security Agreement (Hydrofarm Holdings Group, Inc.), Loan and Security Agreement (Hydrofarm Holdings Group, Inc.)

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Any Lender may at any time assign to one or more Persons Eligible Assignees all or a any portion of its rights and obligations under this Agreement (including all or a any portion of its Commitment Commitments and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee); provided, furtherhowever, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; that: (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (Aa) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment Commitments and the Loans at the time owing to it, or Loansin the case of an assignment to a Lender or a Lender Affiliate, the aggregate amount of the Commitment or Commitments (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitments are not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date on which the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and the Administrative Agent otherwise consent; provided that and, so long as no such consent of Borrower shall be required if an Default or Event of Default has occurred and is continuing; , the Borrower otherwise consents (Beach such consent not to be unreasonably withheld or delayed); (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this AgreementAgreement with respect to the Loans, except Letter of Credit Participations and Commitments assigned, it being understood that this clause non-pro rata assignments of or among any of the Commitments, the Loans and Letter of Credit Participations are not permitted; and (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (Cc) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,500; and (D) , and the assigneeEligible 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 §17.3, from and after the effective date specified in each Assignment and Acceptance, the Eligible 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 Lender 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 (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of each of §§4.3, 4.4, 4.8, 4.9, 4.11, 13 and 14 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this §17.2 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with §17.4.

Appears in 1 contract

Samples: Revolving Credit Agreement (Telephone & Data Systems Inc /De/)

Assignments. Notwithstanding anything else herein to Any Lender may, with the contrary consent of the Borrower (but subject to Section 7.12.2)which consent shall not be unreasonably withheld or delayed) and the Administrative Agent, any Lender may assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including all including, such Lender’s Commitment (or a any portion or element thereof), the Loans, the Notes and other Obligations) to one or more commercial banks, insurance companies, funds or other financial institutions with the Required Ratings; provided that the consent of its Commitment the Borrower and the Loans Administrative Agent for any assignment shall not be required if (i) a Default or an Event of Default is continuing, (ii) such assignment is (A) to an Affiliate of such Lender or (B) to another Person who at the time owing of such assignment already is a party to itthis Agreement as a Lender or (iii) with such assignment is made to an Approved Selling Institution (it being agreed that the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower shall have review and approval rights over the documents relating to such assignment). Notwithstanding anything to the contrary herein, the Lenders and the Administrative Agent shall not be required for permitted to make an assignment to a Lender, an Affiliate Competitor unless (i) any Event of a Lender, an Approved Fund or, if Default other than an Event of Default described in Section 7.01(i) (Bankruptcy, Insolvency, etc.) has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to continuing and the Administrative Agent within five Banking Days after having received notice thereof; and/or the Lenders have declared the outstanding principal amount of all or any portion of the outstanding Loans and other Obligations to be due and payable in accordance with Section 7.03(b)Section 7.03(b), (ii) Administrative Agent; provided that no consent an Event of Administrative Agent shall be required for an assignment to a Lender; Default described in Section 7.01(i) (Bankruptcy, Insolvency, etc.) has occurred and is continuing or (iii) each LC Issuing Bank; and (iv) each Swingline Lenderthe Borrower has consented to such assignment. Assignments No assignment pursuant to the immediately preceding sentences to an institution other than another Lender shall be subject to the following additional conditions: in an aggregate amount less than (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of unless the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or and outstanding Loans of the assigning Lender subject is so assigned) $5,000,000 (or the Dollar Equivalent thereof if any of such Loans is an Alternate Currency Loan). If any Lender so sells or assigns all or a part of its rights hereunder or under the Notes, any reference in this Agreement or the Notes to each such Lender shall thereafter refer to said Lender and to its respective assignee to the extent of their respective interests and such assignee shall have, to the extent of such assignment (determined unless otherwise provided therein), the same rights and benefits as it would if it were such assigning Lender. Each assignment pursuant to this paragraph (b) shall be effected by the assigning Lender and the assignee Lender executing an Assignment Agreement (an “Assignment Agreement”), which Assignment Agreement shall be substantially in the form of Exhibit C (appropriately completed). At the time of any assignment pursuant to this paragraph (b), this Agreement shall be deemed to be amended to reflect the Commitment of the date respective assignee (which shall result in a direct reduction to the Assignment Commitment of the assigning Lender) and Assumption the Borrower shall, if requested in writing by the assignee or assigning Lender, issue new Notes to the respective assignee and to the assigning Lender (if it shall maintain any Commitment following such assignment) in conformity with the requirements of Section 3.02 (Note). To the extent of any assignment pursuant to this paragraph (b), the assigning Lender shall be relieved of its obligations hereunder with respect to its assigned Commitment. In connection with any such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and assignment, the applicable Lender, the Administrative Agent otherwise consent; provided that no and the Borrower agree to execute such consent of Borrower documents (including amendments to this Agreement and the other Credit Documents) as shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment reasonably necessary to effect the foregoing. Nothing in this Agreement shall be made as an assignment of a proportionate part of all prevent or prohibit any Lender from pledging the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply Notes or Loans to a Swingline Lender’s rights and obligations Federal Reserve Bank in respect support of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaireborrowings made by such Lender from such Federal Reserve Bank.

Appears in 1 contract

Samples: Credit Agreement (FS Global Credit Opportunities Fund)

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Any Lender may at any time assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this Section 13.2, participations in Facility Letter of Credit Obligations and in Swingline Loans) at the time owing to it) with the prior written consent); provided, such consenthowever, in each case, not to be unreasonably withheld or delayed, of: that (i) Borrower, provided that no consent except in the case of Borrower shall be required for an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except or in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Approved Fund with respect to a Lender’s Commitment or Loans, the aggregate amount of the Commitment or (which for this purpose includes Loans of the assigning Lender outstanding thereunder) subject to each such assignment (assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 5,000,000, and multiples of $1,000,000 in excess thereof, unless each of Borrower and the Administrative Agent otherwise consent; provided that and, so long as no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; , Borrower otherwise consents (Beach such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this AgreementAgreement with respect to the Loans or the Commitment assigned, except that this clause (Bii) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; ; (Ciii) any assignment of a Commitment must be approved by Agent, the Issuing Bank and the Swingline Lender (each such consent not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) 3,500.00. Subject to acceptance and recording thereof by Agent pursuant to Section 13.3 hereof, from and after the assigneeeffective date specified in each Assignment and Assumption, if it the Eligible Assignee thereunder shall not be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Article IV and Section 14.6 hereof with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, Borrower (at its expense) shall execute and deliver a Note to Administrative Agent an Administrative Questionnairethe assignee Lender and, in case of a partial assignment of the assignor Lender’s interest, to the assignor Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 13.4 hereof.

Appears in 1 contract

Samples: Revolving Credit Agreement (LNR Property Corp)

Assignments. Notwithstanding anything else herein to Without any requirements for further consent of the contrary (but subject to Section 7.12.2)Seller, any Lender Buyer may assign to one any or more Persons all or a portion of its rights and obligations under this Agreement (including all the Repurchase Documents to its own Buyer Affiliates or to an assignee that is a portion of its Buyer with a Commitment and the Loans at the time owing hereunder immediately prior to it) with giving effect to such assignment. With the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if the Administrative Agent and (unless an Event of Default has occurred that the Administrative Agent has not declared in writing to have been cured or waived) the Seller, which consent of the Seller will not be unreasonably withheld, and is continuingat no cost to the Seller or the Administrative Agent, any other assignee; provided, further, that Borrower shall be deemed Buyer may assign any or all of its rights and obligations under the Repurchase Documents to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agentone or more assignees; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A1) except in the case of an assignment to a Lender Buyer or an a Buyer Affiliate of a Lender or an assignment of the entire remaining amount of the assigning LenderXxxxx’s Commitment or LoansCommitted Sum, the amount of the Commitment or Loans of the assigning Lender subject to each no such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be in an amount less than $5,000,000 15,000,000, unless each of Borrower and the Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an and (unless a Default or Event of Default has occurred and is continuing; ) the Seller consents thereto, (B2) each partial assignment shall be made as an assignment of a proportionate part of all the assigning LenderBuyer’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D3) the assignee, if it shall is not be a LenderBuyer hereunder immediately prior to giving effect to such assignment, 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 Seller and its Affiliates 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, (4) the assignee may not be an Affiliate of the Seller and (5) each such assignment shall be effected pursuant to an Assignment and Assumption substantially in the form of Exhibit E, to be delivered to the Administrative QuestionnaireAgent together with a processing and recording fee of $3,500 (which shall not be applicable with respect to the initial syndication of the Transactions), with the assignor to have no further right or obligation with respect to the rights and obligations assigned to and assumed by the assignee. The Seller agrees that, as to any assignment to any Buyer Affiliate or if the Seller consents to any other assignment, the Seller will cooperate with the prompt execution and delivery of documents reasonably necessary to such assignment process to the extent that the Seller incurs no cost or expense that is not paid by the assigning Buyer and the assignee immediately upon delivery to the Seller of such assignment form. Subject to acceptance and recording thereof pursuant to Section 22.17(d), from and after the effective date specified in each Assignment and Assumption, the assignee shall be a Buyer for all purposes under this Agreement and the other Repurchase Documents, if the assignment is an assignment of all of the assignor’s interest in the Purchased Loans then held by the Administrative Agent (or by the Custodian on behalf of the Administrative Agent), the assignor shall be automatically released from all of its obligations and liabilities hereunder, and, whether it is a complete assignment or only a partial assignment, the Committed Sums shall be adjusted appropriately, and the parties agree to approve in writing a revised and updated version of Schedule BC. Any assignment or transfer by a Buyer of rights or obligations under this Agreement that does not comply with this Section 22.17(b) shall be treated for purposes of this Agreement as a sale by such Buyer of a participation in such rights and obligations in accordance with Section 22.17(a).

Appears in 1 contract

Samples: Master Repurchase Agreement (Horton D R Inc /De/)

Assignments. Notwithstanding anything else herein (i) Subject to the contrary (but subject to conditions set forth in Section 7.12.212.04(b)(ii), any Lender may assign to one or more Persons assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, consent (such consent, in each case, consent not to be unreasonably withheld or delayed, withheld) of: (iA) the Borrower, provided that no consent of the Borrower shall be required for an if such assignment is to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, is to any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof;and (iiB) the Administrative Agent; , provided that no consent of the Administrative Agent shall be required for an assignment to an assignee that is a Lender;Lender immediately prior to giving effect to such assignment. (iiiii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, 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 $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; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) 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; and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. (iii) Subject to Section 12.04(b)(iv) and the acceptance and recording thereof, 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 such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 5.01, Section 5.02, Section 5.03 and Section 12.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.04(c). (iv) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Maximum Credit Amount of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent, the Issuing Bank and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, the Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice. In connection with any changes to the Register, if necessary, the Administrative Agent will reflect the revisions on Annex I and forward a copy of such revised Annex I to the Borrower, the Issuing Bank and each Lender. (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in Section 12.04(a) and any written consent to such assignment required by Section 12.04(a), the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this Section 12.04(a).

Appears in 1 contract

Samples: Credit Agreement (Kodiak Oil & Gas Corp)

Assignments. Notwithstanding anything else herein Each Lender may from time to time assign, ----------- subject to the contrary (but subject to Section 7.12.2)terms of an Assignment and Acceptance Agreement in a form prescribed by Agent, any Lender may assign to one or more Persons all or a portion of its rights and delegate its obligations under this Agreement to another Person, provided that (including all or a portion a) such Lender (excluding Xxxxxx) -------- shall first obtain the written consent of its Commitment and the Loans at the time owing to it) with the prior written consentAgent, such consent, in each case, which consent shall not to be unreasonably withheld or delayed, of: withheld; (b) the Pro Rata Share (defined below) of the Loan being assigned shall in no event be less than the lesser of (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred $10,000,000.00 and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agentthe entire amount of the Pro Rata Share of the Loan of the assigning Lender; provided that no consent and (c) upon the consummation of Administrative each such assignment the assigning Lender shall pay Agent shall an administrative fee of $3,500.00 (the foregoing conditions set forth in clauses (a), (b) and (c) may, however, be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lenderwaived by Agent in its sole discretion). Assignments shall be subject to the following additional conditions: (A) except in In the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loansauthorized under this Section 8.1, the amount assignee shall have, to the extent of such assignment, the Commitment or Loans of ----------- same rights, benefits and obligations as it would if it were an initial Lender hereunder, subject to the applicable Assignment and Acceptance Agreement. The assigning Lender subject to each such assignment (determined as shall be relieved of the date the Assignment and Assumption its obligations hereunder with respect to such its Pro Rata Share of the Loan or assigned portion thereof. Borrower hereby acknowledges and agrees that any assignment is delivered will give rise to Administrative Agent) shall not be less than $5,000,000 unless each a direct obligation of Borrower to the assignee and Administrative Agent otherwise consent; provided that no such consent of Borrower the assignee shall be required if an Event considered to be a Lender hereunder. Except as provided in this subsection 8.1.1, and notwithstanding other ---------------- provisions of Default has occurred and is continuing; (B) each partial assignment this Agreement or the other Loan Documents which may be to the contrary, no Lender shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under assign or sell participations in this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) other Loan Documents or the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative QuestionnaireLoan.

Appears in 1 contract

Samples: Loan Agreement (Assisted Living Concepts Inc)

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Any Lender may at any time assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: ); provided that (i) Borrower, provided that no consent except in the case of Borrower shall be required for an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except or in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the aggregate amount of the Commitment or (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative AgentAgent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 5,000,000, unless each of Borrower and the Administrative Agent and, so long as no Default of Event of Default shall have occurred and be continuing, the Borrower otherwise consent; provided that no consent (each such consent of the Administrative Agent and the Borrower shall not to be required if an Event of Default has occurred and is continuing; unreasonably withheld or delayed); (Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this AgreementAgreement with respect to the Loan or the Commitment assigned; (iii) any assignment must be approved by the Administrative Agent, except and, in the case of an assignment of a Revolving Commitment, the Letter of Credit Issuer, unless the Person that this clause is the proposed assignee is itself a Lender or an Affiliate of a Lender; and (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (Civ) 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; and (D) , and 76 the assigneeEligible Assignee, if it shall is not be already a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of sections 2.9, 2.10, and 3.5, 5.4 and 12.1 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section.

Appears in 1 contract

Samples: Revolving Credit Agreement (Om Group Inc)

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Any Lender may at any time assign to one or more Persons Eligible Assignees all or a any portion of its rights and obligations under this Agreement (including all or a any portion of its Commitment Commitments and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent); provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (Aa) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment 's Commitments and the Loans at the time owing to it, or Loansin the case of an assignment to a Lender or a Lender Affiliate, the aggregate amount of the Commitment or Commitments (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitments are not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date on which the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 3,000,000 unless each of Borrower and the Administrative Agent otherwise consent; provided that and, so long as no such consent of Borrower shall be required if an Default or Event of Default has occurred and is continuing; , the Borrower otherwise consents (Beach such consent not to be unreasonably withheld or delayed); (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this AgreementCredit Agreement with respect to the Term Loans, except Revolving Loans, Letter of Credit Obligations and Revolving Commitments assigned, it being understood that this clause non-pro rata assignments of or among any of the Revolving Commitments, the Revolving Loans, Letter of Credit Obligations, and Term Loans are not permitted; and (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (Cc) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,500; and (D) , and the assigneeEligible 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 Section 11.3, from and after the effective date specified in each Assignment and Acceptance, the Eligible 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 Lender 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 (and, in the case of an Assignment and Acceptance covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 4.1, 4.3, 4.4, 12.4 and 12.5 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 11.2 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.4.

Appears in 1 contract

Samples: Credit Agreement (Regent Communications Inc)

Assignments. Notwithstanding anything else herein to Each Lender may, with the contrary prior written consent of the Borrowers and the Agent (but subject to Section 7.12.2provided that no consent of the Borrowers shall be required during the existence and continuation of a Default or Event of Default), any Lender may which consent shall not be unreasonably withheld, conditioned, or delayed, assign to one or more Persons all or a portion of its rights and obligations under this hereunder pursuant to an Assignment Agreement (including all to one or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: more Eligible Assignees; provided that (i) Borrower, provided that no consent of Borrower any such assignment shall be required for an assignment to in a minimum aggregate amount of Five Million Dollars ($5,000,000) of the Revolving Credit Commitment and in integral multiples of One Million Dollars ($1,000,000) if in excess thereof (or the remaining amount of such Lender's Commitment), an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent each such assignment shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment constant, not varying, percentage of the entire remaining amount all of the assigning Lender’s Commitment or Loans, 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 Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreementthe Revolving Credit Commitment being assigned. Any assignment hereunder shall be effective upon satisfaction of the conditions set forth above and delivery, except that this clause (B) shall not apply to the Agent of a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an duly executed Assignment and Assumption, Agreement together with a processing and recordation non-refundable transfer fee of Three Thousand Five Hundred Dollars ($3,500) payable to the Agent for its own account; and and (Diii) if an Eligible Assignee is not incorporated under the laws of the United States or a State thereof, such Eligible Assignee shall deliver to the Borrowers and the Agent the documentation required pursuant to the provisions of Section 2.15 as a condition to any assignment hereunder. Notwithstanding the foregoing, it is understood and agreed that (i) the assignee, if it prior written consent of the Borrowers and the Agent and (ii) the payment of a transfer fee shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaire.required in connection with any assignment which otherwise complies with this

Appears in 1 contract

Samples: Credit Agreement (Central Sprinkler Corp)

Assignments. Notwithstanding anything else herein (i) Neither the Borrower nor any Guarantor may assign any of its rights or obligations under the Loan Documents without the prior written consent of (A) in the case of the Loan Documents referred to in Section 8.07(a), the Administrative Agent and (B) in the case of any of the other Loan Documents, the Issuing Bank, the Swing Loan Lender and each Bank, and no assignment of any such obligation shall release the Borrower or any Guarantor therefrom unless the Administrative Agent, the Issuing Bank, the Swing Loan Lender and each Bank, as applicable, shall have consented to such release in a writing specifically referring to the contrary obligation from which the Borrower or such Guarantor is to be released. (but subject ii) Each Bank may from time to Section 7.12.2), time assign any Lender may assign to one or more Persons all or a portion of its rights and obligations under this Agreement the Loan Documents to one or more Persons; PROVIDED that, except in the case of the grant of a security interest to a Federal Reserve Bank (including all which may be made without condition or a portion restriction), no such assignment shall be effective unless (A) the assignment is consented to by the Borrower (unless an Event of its Commitment Default exists) the Issuing Bank, the Swing Loan Lender and the Loans at the time owing to it) with the prior written consentAdministrative Agent, such consent, in each case, consents not to be unreasonably withheld or delayedwithheld, of: (iB) in the case of a partial assignment, the assignment shall involve the assignment of not less than $5,000,000 of the assignor Bank's Commitment, (C) a Notice of Assignment with respect to the assignment, duly executed by the assignor and the assignee, shall have been given to the Borrower, provided that no consent of Borrower shall be required for an assignment to a Lenderthe Issuing Bank, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred the Swing Loan Lender and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to the Administrative Agent within five Banking Days after having received notice thereof; and (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (AD) except in the case of an assignment to a Lender or an Affiliate of a Lender or by the Bank that is the Administrative Agent, the Administrative Agent shall have been paid an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, 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 Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; . Upon any effective assignment, the assignor shall be released from the obligations so assigned and (D) , in the assigneecase of an assignment of all of its Loans and Commitment, if it shall not cease to be a LenderBank. In the event of any effective assignment by a Bank, the Borrower shall deliver issue a new Note to Administrative Agent an Administrative Questionnairethe assignee Bank (against, other than in the case of a partial assignment, receipt of the existing Note of the assignor Bank). Nothing in this Section 9.10 shall limit the right of any Bank to assign its interest in the Loans and its Note to a Federal Reserve Bank as collateral security under Regulation A of the Board of Governors of the Federal Reserve System, but no such assignment shall release such Bank from its obligations hereunder.

Appears in 1 contract

Samples: Credit Agreement (Garden State Newspapers Inc)

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Any Lender may at any time assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of); provided that: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (Aa) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s 's Commitment and the Loans at the time owing to it or, in the case of an assignment to a Lender or Loansa Lender Affiliate, the aggregate amount of the Commitment or (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date on which the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and the Administrative Agent otherwise consent; provided that and, so long as no such consent of Borrower shall be required if an Default or Event of Default has occurred and is continuing, BGI otherwise consent (each such consent not to be unreasonably withheld or delayed); (Bb) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement, except that this clause (B) shall not apply Credit Agreement with respect to a Swingline Lender’s rights and obligations in respect of Swingline Loansthe Loans or the Commitment assigned; (Cc) any assignment of a Commitment must be approved by the Administrative Agent, any Issuing Bank and the Swingline Lender (whether or not the proposed assignee is itself a Lender with a Commitment or would otherwise qualify as an Eligible Assignee); and (d) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,500; and (D) , and the assigneeEligible 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 Section 15.3, from and after the effective date specified in each Assignment and Acceptance, the Eligible Assignee thereunder shall be a party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and Acceptance have the rights and obligations of a Lender under this Credit Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Credit Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender's rights and obligations under this Credit Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of (i) Sections 5.3.2, 5.7, 5.8 and 5.10 and (ii) Section 16.3 notwithstanding such assignment, with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Credit Agreement that does not comply with this paragraph shall be treated for purposes of this Credit Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 15.4.

Appears in 1 contract

Samples: Multicurrency Revolving Credit Agreement (Borders Group Inc)

Assignments. Notwithstanding anything else (%3) This Agreement and each Lender’s rights and obligations herein (including the Loans) shall be assignable, in whole or in part, by such Lender and its successors and permitted assigns, provided that any such successors and assigns have obtained the written consent of the Administrative Agent and the Borrower (not to be unreasonably withheld, conditioned or delayed) prior to any such assignment unless such assignment is to a Lender or an Affiliate of a Lender; provided, however, that (i) no such assignment shall be for less than the lesser of $5,000,000 and the assigning Lender’s Percentage of the Loan Amount, (ii) [Reserved], (iii) such assignment shall be of a uniform, and not a varying, percentage of all of the assigning Lender’s rights and obligations in respect of the Loan Amount and Commitment hereunder and (iv) no consent of the Borrower shall be required if any Event of Default has occurred and is continuing. Each assignor may, subject to the contrary restrictions set forth in this Section 9.01(a) and Section 12.14, in connection with a prospective assignment (but subject other than to Section 7.12.2a Disqualified Institution), disclose to the applicable prospective assignee any information relating to the Credit Parties or the Collateral furnished to such assignor by or on behalf of the Credit Parties, the Collateral Agent, the Administrative Agent or another Lender. Unless the prospective assignee is a Lender or an Affiliate of a Lender, the assigning Lender shall cause the prospective assignee to enter into a confidentiality agreement substantially the same in applicable substance as Section 12.13 of this Agreement or otherwise reasonably acceptable to the Borrower and to which the Borrower or an Affiliate thereof is a party or with respect to which the Borrower or an Affiliate thereof is a third‑party beneficiary. (a) The Borrower may not assign its rights or, except as otherwise expressly provided herein, delegate its obligations hereunder or any interest herein without the prior written consent of the Lenders. (b) Without limiting any other rights that may be available under Applicable Law, the rights of any Lender may assign be enforced through it or by its agents and no Lender shall be responsible or liable for the actions of such agents selected with due care. (c) Each Lender may, without the consent of any Person, sell participations to one or more Persons banks or other entities other than Ineligible Institutions (each, a “Participant”) in all or a portion of its rights and obligations hereunder (including the outstanding Loans); provided that following the sale of a participation under this Agreement (i) the obligations of such Lender shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the Borrower shall continue to deal solely and directly with the Administrative Agent or such Lender, as appropriate, in connection with such Lender’s rights and obligations under this Agreement and (iv) such Participant will not be entitled to receive any payment under Sections 2.07, 4.02 or 10.01, in excess of the payments such Lender would have been entitled to receive absent such participation unless the entitlement to a greater amount results from a Regulatory Change after the date the Participant acquired the participation) or in excess of the payments demanded generally by such Participant from other similarly situated borrowers under similar circumstances. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.07 the Participant complies with Section 2.07(f) as though it were a Lender (it being understood that the documentation required under Section 2.07(f) shall be delivered to the participating Lender). (d) The following provisions shall apply to Disqualified Institutions, notwithstanding any provision of this Agreement or any other Transaction Document to the contrary: (i) No assignment or participation shall be made to any Person that was a Disqualified Institution as of the date (the “Trade Date”) on which the assigning or participating Lender entered into a binding agreement to sell and assign or grant a participation in all or a portion of its rights and obligations under this Agreement to such Person (unless the Borrower has consented to such assignment or participation in writing in its sole and absolute discretion, in which case such Person will not be considered a Disqualified Institution for the purpose of such assignment or participation). For the avoidance of doubt, with respect to any assignee or participant that becomes a Disqualified Institution after the applicable Trade Date (including as a result of the delivery of a notice pursuant to, and/or the expiration of the notice period referred to in, the definition of “Disqualified Institution”), such assignee or participant shall not retroactively be disqualified from becoming a Lender or Participant. Any assignment or participation in violation of this clause (i) shall not be void, but the other provisions of this clause (e) shall apply. (ii) If any assignment or participation is made to any Disqualified Institution without the Borrower’s prior written consent in violation of clause (i) above, or if any Person becomes a Disqualified Institution after the applicable Trade Date, the Borrower may, at its sole expense and effort, upon notice to the applicable Disqualified Institution and the Administrative Agent, require such Disqualified Institution to assign, without recourse (in accordance with and subject to the restrictions contained in this Section 9.01), all or a portion of its Commitment interest, rights and the Loans obligations under this Agreement to one or more Persons (other than an Ineligible Institution) at the time owing lesser of (x) the principal amount thereof and (y) the amount that such Disqualified Institution paid to it) with the prior written consentacquire such interests, such consentrights and obligations, in each casecase plus accrued interest, not accrued fees and all other amounts (other than principal amounts) payable to be unreasonably withheld it hereunder. (iii) Notwithstanding anything to the contrary contained in this Agreement, (A) Disqualified Institutions to whom an assignment or delayed, of: participation is made in violation of clause (i) above will not have the right to (x) receive information, reports or other materials provided to Lenders by the Borrower, provided that no consent of Borrower shall be required for an assignment to a the Administrative Agent or any other Lender, an Affiliate (y) attend or participate in meetings attended by the Lenders (or any of a Lenderthem) and the Administrative Agent, an Approved Fund oror (z) access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders and (B) for purposes of any consent to any amendment, if an Event waiver or modification of, or any action under, and for the purpose of Default has occurred and is continuing, any direction to the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) under this Agreement or any other assignee; providedTransaction Document, further, that Borrower shall each Disqualified Institution will be deemed to have consented in the same proportion as the Lenders that are not Disqualified Institutions consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; andsuch matter. (iv) each Swingline LenderThe Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Ineligible Institutions or Disqualified Institutions. Assignments Without limiting the generality of the foregoing, the Administrative Agent shall not (x) be subject obligated to the following additional conditions: (A) except in the case of an assignment ascertain, monitor or inquire as to a whether any Lender or an Affiliate of a Participant or prospective Lender or Participant is an assignment of the entire remaining amount of the assigning Lender’s Commitment Ineligible Institution or Loans, the amount of the Commitment Disqualified Institution or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption y) have any liability with respect to such or arising out of any assignment is or participation of Loans, or disclosure of confidential information, by any other Person to any Ineligible Institution or Disqualified Institution. (e) The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain a copy of each Assignment and Acceptance delivered to Administrative it and a register (the “Register”) on which it will record the name and address of each Lender (including any assignees), the principal amounts (and stated interest) owing to each Lender under this Agreement, and any other information necessary to ensure that the Loans are maintained “in registered form” within the meaning of Treasury regulations section 5f.103‑1(c) and Proposed Treasury regulations section 1.163-5(b) (or any amended or successor version). The entries in the Register will be conclusive absent demonstrable error, and the Borrower, the Collateral Agent) shall not be less than $5,000,000 unless each of Borrower and , the Administrative Agent otherwise consent; provided that and the Lenders will 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 Administrative Agent shall update the Register promptly upon receiving an executed Assignment and Acceptance, and no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made effective until reflected in the Register. The Register shall be available for inspection by the Borrower, the Collateral Agent and each Lender, at any reasonable time and from time to time upon reasonable prior written notice. (f) In the event that any Lender sells a participation of its rights and obligations hereunder, such Lender shall, acting solely for this purpose as an assignment a non‑fiduciary agent of the Borrower, maintain a register (the “Participant Register”) on which it will record the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in such rights and obligations, and any other information necessary to ensure that the Loans are maintained “in registered form” within the meaning of Treasury regulations section 5f.103‑1(c). The entries in the Participant Register will be conclusive absent demonstrable error, and such Lender will treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement. Such Lender shall update the Participant Register promptly upon a sale of a proportionate part participation of all the assigning such Lender’s rights and obligations under this Agreementhereunder, and no such sale of a participation shall be effective until reflected in the Participant Register. Such Lender will not have any obligation to disclose all or any portion of the Participant Register to any Person except (i) that this clause it will notify the Borrower of such participation, and (Bii) to the extent that such disclosure is necessary to establish that the Loans are maintained “in registered form” within the meaning of Treasury regulations section 5f.103‑1(c). For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall not apply to have no responsibility for maintaining a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative QuestionnaireParticipant Register.

Appears in 1 contract

Samples: Loan Agreement (SmileDirectClub, Inc.)

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any a) Any Lender may at any time assign to one or more Persons (any such Person, an "Assignee") all or a any portion of its rights such Lender's Loans and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) Commitments, with the prior written consentconsent of Agent and, such consentso long as no Event of Default exists, in each case, Borrower Representative (which consents shall not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower delayed and shall not be required for an assignment by a Lender to a Lender (other than a Defaulting Lender) or an Affiliate of a Lender (other than an Affiliate of a Defaulting Lender) or an Approved Fund (other than an Approved Fund of a Defaulting Lender)). Except as Agent may otherwise agree, any such assignment shall be in a minimum aggregate amount equal to $1,000,000 or, if less, the remaining Commitment and Loans held by the assigning Lender (provided, that an assignment to a Lender, an Affiliate of a Lender, Lender or an Approved Fund orshall not be subject to the foregoing minimum assignment limitations). The Loan Parties and Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Agent shall have received and accepted an effective Assignment and Assumption executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500. Notwithstanding anything herein to the contrary, no assignment may be made to any equity holder of a Loan Party, any Affiliate of any equity holder of a Loan Party, any Loan Party, any holder of Replacement Term Loan Debt of a Loan Party (other than as a result of exercising the purchase option under Section 3 of the Intercreditor Agreement), any holder of anyany debt that is secured by liens or security interests that have been contractually subordinated to the liens and security interests securing the Obligations, or any Affiliate of any of the foregoing Persons without the prior written consent of Agent, which consent may be withheld in Agent's sole discretion and, in any event, if an Event granted, may be conditioned on such terms and conditions as Agent shall require in its sole discretion, including, without limitation, a limitation on the aggregate amount of Default has occurred Loans and is continuing, any Commitments which may be held by such Person and/or its Affiliates and/or limitations on such Person's and/or its Affiliates' voting and consent rights and/or rights to attend Lender meetings or obtain information provided to other assignee; provided, further, that Lenders. Any attempted assignment not made in accordance with this Section 15.10 shall be null and void. Each Borrower shall be deemed to have consented granted its consent to an any assignment requiring its consent hereunder unless it Borrower Representative has expressly objected to such assignment within five (5) Business Days after notice thereof. (b) From and after the date on which the conditions described in Section 15.10(a) above have been met, (i) such Assignee shall be deemed automatically to have become a party hereto and, to the extent that rights and obligations hereunder have been assigned to such Assignee pursuant to the applicable Assignment and Assumption, shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; the rights and obligations of a Lender hereunder and (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, to the amount extent that rights and obligations hereunder have been assigned by it pursuant to the applicable Assignment and Assumption, shall be released from its rights (other than its indemnification rights) and obligations hereunder. Upon the request of the Commitment or Loans of the assigning Lender subject to each such assignment Assignee (determined and, as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all applicable, the assigning Lender’s rights ) pursuant to an effective Assignment and obligations under this AgreementAssumption, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment Borrowers shall execute and deliver to Administrative Agent for delivery to the Assignee (and, as applicable, the assigning Lender) (x) if such Lender is receiving an assignment of Revolving Loans, a promissory note in the principal amount of the Assignee's Pro Rata Share of the aggregate Revolving Loan Commitment (and, as applicable, a promissory note in the principal amount of the Pro Rata Share of the aggregate Revolving Commitment retained by the assigning Lender), and (y) if such Lender is receiving an assignment of an Term Loan, a promissory note in the principal amount of the Assignee's outstanding Term Loans (and, as applicable, a promissory note in the principal amount of the Term Loan retained by assigning Lender). Upon receipt by Agent of such promissory note(s), the assigning Lender shall return to Borrowers any prior promissory note held by it. (c) Agent shall, as a non-fiduciary agent of Xxxxxxxxx, maintain a copy of each Assignment and AssumptionAssumption delivered and accepted by it and register (the "Register") for the recordation of names and addresses of the Lenders and the Commitment of each Lender and principal and stated interest of each Loan owing to each Lender from time to time and whether such Lender is the original Lender or the Assignee. No assignment shall be effective unless and until the Assignment and Assumption is accepted and registered in the Register. All records of transfer of a Xxxxxx's interest in the Register shall be conclusive, together with a processing and recordation fee absent manifest error, as to the ownership of $3,500; and (D) the assignee, if it interests in the Loans. Agent shall not incur any liability of any kind with respect to any Lender with respect to the maintenance of the Register. Each Lender granting a participation shall, as a non-fiduciary agent of the Borrowers, maintain a register containing information similar to that of the Register in a manner such that the loans hereunder are in "registered form" for the purposes of the Code. This Section and Section 19.1.2 shall be a Lender, shall deliver to Administrative Agent an Administrative Questionnaireconstrued so that the Loans are at all times maintained in "registered form" for the purpose of the Code and any related regulations (and any successor provisions).

Appears in 1 contract

Samples: Loan and Security Agreement (Aytu Biopharma, Inc)

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Any Lender may assign to one or more Persons banks or other entities all or a any portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment, an Advance owing to it and any Note held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of such Lender’s rights and obligations under this Agreement and shall involve a ratable assignment of such Lender’s Commitment and the Loans at the time owing such Lender’s Advance, (ii) each such assignment shall be subject to it) with the prior Borrower’s written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: delayed (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if unless an Event of Default has occurred and is continuingthen exists or an event under Section 8.01(a) or (f), any other assignee; provided, further, that in which event the Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; such approval right), (iii) the parties to each LC Issuing Bank; and such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, (iv) each Swingline Lender. Assignments the consent of Initial Lenders shall be subject required, which consent shall not be unreasonably withheld or delayed, (v) no such assignments shall be made to the following Borrower or its Affiliates or any of their respective subsidiaries or any natural Person and (vi) the relevant assignee, if it is not a Lender, shall deliver on or prior to the effective date of such assignment, to the Administrative Agent (1) if requested by the Administrative Agent, an administrative questionnaire, in the form provided to such additional conditions: lender by the Administrative Agent and (2) any tax documentation required under Section 2.11. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance (A) except the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, 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 Acceptance covering all or the remaining portion of such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that such Lender shall cease to be a party hereto). Notwithstanding anything herein to the contrary, any Lender may assign, as collateral or otherwise, any of its rights under the Credit Documents, including to any Federal Reserve Bank or other central bank, and this clause (B) Section shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaireany such assignment.

Appears in 1 contract

Samples: Senior Unsecured Term Loan Agreement (Seritage Growth Properties)

Assignments. Notwithstanding anything else herein (a) Subject to the contrary (but subject to conditions set forth in Section 7.12.212.02(b), any Lender may assign to one or more Persons assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it) with ); provided that the prior written consent, such consent, in each case, consents (which consents shall not to be unreasonably withheld or delayed, of: ) of the Agent and (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if unless an Event of Default has occurred and is continuing, any other assignee; provided, further, that ) the Borrower shall be deemed to have consented required prior to an assignment unless it shall have objected thereto by written notice becoming effective with respect to Administrative Agent within five Banking Days after having received notice thereof;an assignee which, prior to such assignment, is not a Lender, an Affiliate of a Lender or an Approved Fund. (iib) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, 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 Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (Bi) 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, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans;, (Cii) the parties to each assignment shall execute and deliver to Administrative the Agent an Assignment and Assumption (“Assignment and Assumption”) in substantially the form of Exhibit G hereto, together with a processing and recordation fee of $3,500; and (Diii) the assignee, if it shall not be a Lender, shall deliver to Administrative the Agent an Administrative Questionnaire. (c) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in Section 12.02(b)(ii) and any written consent to such assignment required by Section 12.02(a), the Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.04(a), 2.22(d), 2.23.6(b) or 10.05, the Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

Appears in 1 contract

Samples: Credit Agreement (Beazer Homes Usa Inc)

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Each Lender may assign to one or more Persons all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment Loans, its Notes, and its Commitment); provided, however, that: (i) each such assignment shall be to an Eligible Assignee; (ii) the Loans at the time owing to it) with the prior Administrative Agent shall have provided its written consent, such consent, in each case, consent (not to be unreasonably withheld or delayeddelayed); provided, of: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment to any Lender or Affiliate or Subsidiary of a Lender;Lender; (iii) each LC Issuing Bank; andto the extent required in the definition of “Eligible Assignee”, the Borrower shall have provided its written consent (not to be unreasonably withheld or delayed), which consent shall not be required during the existence of a Default or Event of Default; provided, the Borrower shall be deemed to have consented to any proposed assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof; (iv) each Swingline Lender. Assignments any such partial assignment shall be subject in an amount at least equal to the following additional conditions: $5,000,000 (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loansor, if less, the remaining amount of the Commitment or Loans Loan being assigned by such Lender) or an integral multiple of the assigning Lender subject to $5,000,000 in excess thereof; (v) each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower by a Lender shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part constant, and not varying, percentage of all the assigning Lender’s of its rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights Credit Agreement and obligations in respect of Swingline Loans;the Notes; (Cvi) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance an assignment agreement in substantially the form of Exhibit 11.3 or such other form as the Administrative Agent and the Borrower may approve (an “Assignment and AssumptionAgreement”), together with a processing and recordation fee from the assignor of $3,500; 4,000; and (vii) without the prior written consent of the Administrative Agent, no assignment shall be made to a prospective assignee that bears a relationship to the Borrower described in Section 108(e)(4) of the Code. Upon execution, delivery, and acceptance of such Assignment Agreement, the assignee thereunder shall be a party hereto and, to the extent of such assignment, have the obligations, rights, and benefits of a Lender hereunder and the assigning Lender shall, to the extent of such assignment, relinquish its rights and be released from its obligations under this Credit Agreement. Upon the consummation of any assignment pursuant to this Section 11.3(b), the assignor, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if required, new Notes are issued to the assignee. If the assignee is not incorporated under the laws of the U.S. or a state thereof, it shall deliver to the Borrower and the Administrative Agent certification as to exemption from deduction or withholding of taxes in accordance with Section 4.4. By executing and delivering an Assignment Agreement in accordance with this Section 11.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (A) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (B) except as set forth in clause (A) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of the Credit Parties or the performance or observance by any Credit Party of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (C) such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreement; (D) such assignee confirms that it has received a copy of this Credit Agreement, the assigneeother Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment Agreement; (E) such assignee will independently and without reliance upon the Administrative Agent, if such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (F) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; (G) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a Lender; and (H) such assignee represents and warrants that it does not bear a relationship to the Borrower described in Section 108(e)(4) of the Code (provided, that such representation shall not be a Lender, shall deliver to required where the Administrative Agent an Administrative Questionnairehas been made aware of such relationship existing between the assignee and the Borrower and has given its consent to such assignment pursuant to Section 11.3(b)(vii)). For avoidance of doubt, the parties to this Credit Agreement acknowledge that the provisions of this Section 11.3 concerning assignments relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including any pledge or assignment by a Lender to any Federal Reserve Bank or other central bank having jurisdiction over such Lender in accordance with applicable law.

Appears in 1 contract

Samples: Term Loan Agreement

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any a) Any Lender may at any time assign to one or more Persons (other than a Loan Party and their respective Affiliates) (any such Person, an “Assignee”) all or a any portion of its rights such Xxxxxx’s Loans and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) Commitments, with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a LenderAgent, an Affiliate of a Lenderand, an Approved Fund or, if an so long as no Event of Default (subject, for the avoidance of doubt, to any cure periods) has occurred and is continuing, any other assignee; Borrower (which consents shall not be unreasonably withheld or delayed), provided, furtherhowever, that Borrower no such consent(s) shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof;required: (iii) Administrative Agent; provided that no consent of Administrative Agent shall be required from Borrower for an assignment by a Lender to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a another Lender or an Affiliate of a Lender or an Approved Fund of a Lender, but such Lender will give written notice to Borrower of any such assignment; (ii) from Agent for an assignment by a Lender to an Affiliate of a Lender or an Approved Fund of a Lender; (iii) from Borrower or Agent for an assignment by SWK Funding LLC, as a Lender, to any Person for which SWK Advisors LLC acts as an investment advisor (or any similar type of representation or agency) pursuant to a written agreement, but SWK Funding LLC will give written notice to Borrower of any such assignment; (iv) from Borrower or Agent for an assignment by a Lender of its Loans and its Note as collateral security to a 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); or (v) from Borrower, Agent or any Lender for (A) the assignment of SWK’s Loans and Commitments to a Permitted Assignee (as defined below) or (B) a collateral assignment by SWK of, and the entire remaining amount grant by SWK of a security interest in, all of SWK’s right, title and interest in, to and under each of the assigning LenderLoan Documents, including, without limitation, all of SWK’s Commitment or Loansrights and interests in, to and under this Agreement, the amount of Obligations and the Commitment or Loans of Collateral (collectively, the assigning Lender subject “Assigned Rights”), to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; a Permitted Assignee, provided that no such consent collateral assignment shall release SWK from any of Borrower its obligations under any of the Loan Documents. In connection with any enforcement of or foreclosure upon its security interests in any of the Assigned Rights, a Permitted Assignee, upon notice to Borrower, SWK and the other Lenders, shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made entitled to substitute itself, or its designee, for SWK as an assignment of a proportionate part of all the assigning Lender’s rights and obligations Lender under this Agreement. For purposes hereof, except that the term “Permitted Assignee” shall mean any lender to or funding source of SWK or its Affiliate, together with its successors, assigns or designees (including, without limitation, any purchaser or other assignee of the Assigned Rights from such Person). Effective immediately upon the replacement of SWK as a Lender under this Agreement by a Permitted Assignee in accordance with this clause (B) v), SWK shall not apply automatically be deemed to have resigned as Agent pursuant to Section 9.9 of this Agreement (without the need for Agent giving advance written notice of such resignation as required pursuant to such Section 9.9), and Required Lenders shall appoint a Swingline Lender’s rights and obligations successor Agent in respect accordance with Section 9.9 of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnairethis Agreement.

Appears in 1 contract

Samples: Credit Agreement (Biolase, Inc)

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Each Lender may assign to one or more Persons all or a portion of its rights and delegate its ----------- obligations under this Agreement to an Eligible Assignee; provided, however, (including all or a portion 1) -------- ------- such Lender shall first obtain the written consent of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, Borrower which consent shall not to be unreasonably withheld or delayed, of: and such Lender (iother than Xxxxxx) Borrower, provided that no shall also obtain the written consent of Borrower Agent, which consent shall not be required for an assignment to a Lenderunreasonably withheld, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii2) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Commitments and Loans of the assigning Lender subject to being assigned shall in no event be less than the lesser of (a) $1,000,000 or (b) the entire amount of the Commitments and Loans of such assigning Lender and (3) (a) each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part pro rata portion of all the such assigning Lender’s rights 's Loans and obligations under this AgreementCommitments hereunder, except that this clause and (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (Cb) the parties to each such assignment shall execute and deliver to Administrative Agent an for acceptance and recording a Assignment and Assumption, Acceptance Agreement together with (i) a processing and recordation recording fee of $3,500; and 3,500 payable by the assigning Lender to Agent and (Dii) each of the Notes originally delivered to the assigning Lender. The administrative fee referred to in clause (3) of the preceding sentence shall not apply to an assignment of a security interest in all or any portion of a Lender's rights under this Agreement or the other Loan Documents, as described in paragraph (D)(1) below. Upon receipt of all of the foregoing, Agent shall notify Borrower of such assignment and Borrower shall comply with its obligations under the last sentence of subsection 2.1(G). In the case of an ----------------- assignment authorized under this subsection 9.5, the assignee shall be -------------- considered to be a "Lender" hereunder and Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower to the assignee. The assigning Lender shall be relieved of its obligations to make Loans hereunder with respect to the assigned portion of its Commitment. Except during any period in which an Event of Default exists, if it Xxxxxx agrees that at no time shall not the amount of Xxxxxx'x Commitments be a less than the amount of the largest Commitments held by any other Lender, shall deliver to Administrative Agent an Administrative Questionnaire.

Appears in 1 contract

Samples: Loan and Security Agreement (Banctec Inc)

Assignments. Notwithstanding anything else herein (i) Subject to the contrary conditions set forth in clause (but subject to Section 7.12.2)b)(ii) below, any Lender may assign to one or more Persons assignees (other than the Company or any Affiliate thereof) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, consent (such consent, in each case, consent not to be unreasonably withheld or delayed, ) of: : (iA) Borrowerthe Company, provided that no consent of Borrower the Company shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower the Company shall be deemed to have consented to an any such assignment unless it shall have objected object thereto by written notice to the Administrative Agent within five Banking 5 Business Days after having received notice thereof; ; (iiB) the Administrative Agent; , provided that no consent of the Administrative Agent shall be required for an assignment to a Lender;Lender or an Affiliate of a Lender and (C) each Issuing Bank and the Swingline Lender (such consent not to unreasonably withheld). Notwithstanding the foregoing, any Person that is a Fee Receiver but not a Permitted Fee Receiver shall not be an assignee without the written consent of the Administrative Agent (whether or not an Event of Default has occurred) (which consent may be withheld in the Administrative Agent's sole discretion). (iiiii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) : except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s 's Commitment or LoansLoans 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 $5,000,000 unless each of Borrower the Company and the Administrative Agent otherwise consent; , provided that no such consent of Borrower the Company shall be required if an Event of Default has occurred and is continuing; (B) ; each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) ; 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, provided that assignments made pursuant to Section 2.19(b) or Section 9.02(f) shall not require the signature of the assigning Lender to become effective; and (D) the assignee shall not be a natural person; and the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent any Tax forms required by Section 2.17(g) and an Administrative Questionnaire. For the purposes of this Section 9.04(b), the term "Approved Fund" means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, 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 such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section. (iv) The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Company, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, the Commitment of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the "Register"). The entries in the Register shall be conclusive (absent manifest error), and the Company, the Administrative Agent, the Issuing Banks and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Company, any Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee's completed Administrative Questionnaire and any Tax forms required by Section 2.17 (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.04, 2.05, 2.06(e) or (f), 2.07(b), 2.18(e) or 9.03(c), the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

Appears in 1 contract

Samples: Credit Agreement (Smithfield Foods Inc)

Assignments. Notwithstanding anything else herein It is understood and agreed that each Lender shall have the right to the contrary (but subject to Section 7.12.2), assign at any Lender may assign to one or more Persons time all or a portion of its rights and obligations under this Agreement (including all or a any portion of its Commitment and interests in the risk relating to any Revolving Credit Loans at and outstanding Letters of Credit and/or its Term Loan Percentage of the time owing Term Loan to it) with the prior written consentany Person, such consent, in each case, not to be unreasonably withheld or delayed, of: PROVIDED that: (i) Borrower, provided that no consent of Borrower each such assignment shall be required for an assignment to in a Lender, an Affiliate minimum amount of a Lender, an Approved Fund $1,000,000 (or, if an less, in a minimum amount equal to all of such Lender's Commitment and interests in the risk relating to any Revolving Credit Loans and outstanding Letters of Credit and/or its Term Loan Percentage of the Term Loan); (ii) the Administrative Agent and, so long as no Event of Default has occurred and is continuing, any other assignee; providedthe Parent, further, that Borrower shall be deemed to have consented to an assignment unless it such assignment, which such consent of the Parent shall have objected thereto by written notice to not be unreasonably withheld; PROVIDED that the consent of the Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent and the Parent shall not be required for an required, and the minimum assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments amount shall be subject to not apply, if the following additional conditions: (A) except in the case of an assignment is to a Lender or an Affiliate of a Lender or an Affiliate so long as such assignment of would not result in increased costs to the entire remaining amount of Borrowers hereunder; and (iii) the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of proposed assignee and 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 Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to the Administrative Agent and the Borrowers hereunder an Assignment and AssumptionAcceptance in the form attached hereto as EXHIBIT G (in each case, together with an "ASSIGNMENT AND ACCEPTANCE"). Upon the execution and delivery of such Assignment and Acceptance, (A) the Borrowers shall issue to the assignee applicable Notes in the amount of such assignee's Commitment and/or portion of the Term Loan, dated the effective date of such Assignment and Acceptance and otherwise completed in substantially the form of the Notes executed and delivered to the Lenders on the Effective Date and, if applicable, the assignor shall return to the Borrowers its existing Notes marked "cancelled"; and (B) the assignee shall pay a processing and recordation fee of $3,500; and (D) 3,500 to the assignee, if it Administrative Agent. Only one such assignment fee shall not be a payable for concurrent assignments to Lender Affiliates of an assigning Lender, shall deliver to Administrative Agent an Administrative Questionnaire.

Appears in 1 contract

Samples: Revolving Credit and Term Loan Agreement (Casella Waste Systems Inc)

Assignments. Notwithstanding anything else herein Any Lender may (at its expense, except for assignments to or from Administrative Agent, which shall be at the expense of Borrower pursuant to the contrary (but subject to Section 7.12.2terms of this Credit Agreement), and, following a demand by Borrower (following a demand by such Lender for payment of any Lender may amounts under Section 4.1 or 4.6) shall, at any time assign to one or more Persons all Eligible Assignees (an “Assignee”) all, or a portion proportionate part of all (in a constant, not varying percentage), of its rights and obligations under this Credit Agreement and its Note (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent), and such consentAssignee shall assume such rights and obligations, in each casepursuant to an Assignment and Assumption Agreement; provided, not to be unreasonably withheld or delayedhowever, ofthat: (i) Borrowerthis subsection (c) shall not restrict an assignment or any Lender from pledging a security interest in all or any portion of its rights under this Credit Agreement to secure obligations of such Lender, provided that including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, but no consent of Borrower shall be required for an such pledge or assignment to a Lender, an Affiliate Federal Reserve Bank shall release the assigning Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereofparty hereto; (ii) Administrative Agent; provided that no consent except in the case of Administrative Agent shall be required for an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except it or in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Approved Lending Entity with respect to a Lender’s Commitment or Loans, the aggregate amount of the Commitment or (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan 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 AgentAgent or, if “Trade Date” is specified in the Assignment and Assumption Agreement, as of the Trade Date) shall not be less than $5,000,000 5,000,000, unless each of Borrower and the Administrative Agent otherwise consent; provided that and, so long as no such consent of Borrower shall be required if an Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed) shall be in a minimum amount of $5,000,000, and, if in a greater amount, in integral multiples of $1,000,000; (Biii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this AgreementCredit Agreement with respect to the Loans or the Commitment assigned, except that this clause (Biii) shall not (x) apply to rights in respect of competitive loans, if any, or (y) prohibit any Lender from assigning all or a Swingline Lender’s portion of its rights and obligations in respect of Swingline Loansamong separate tranches, if any, on a non-pro rata basis; (Civ) any assignment of a Commitment must be approved by the Administrative Agent and the letter of credit issuer unless the Person that is the proposed assignee is itself a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); (v) if the assignee is not incorporated under the laws of the United States of America or a state thereof, it shall deliver to Borrower and Administrative Agent certification as to exemption from deduction or withholding of Taxes in accordance with Sections 4.6; (vi) the parties to each such assignment shall execute and deliver to Administrative Agent an Assignment and AssumptionAssumption Agreement, together with the Assignee shall pay to the transferor Lender an amount equal to the purchase price agreed between such transferor Lender and such Assignee, and the transferor Lender shall deliver payment of a processing and recordation fee of $3,500; and 3,500 to Administrative Agent (D) except in the assigneecase of a transfer at the demand of Borrower, in which case either Borrower or the transferee Lender shall pay such fee), and the Assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaire; and (vii) each assignment made as a result of a demand by Borrower shall be arranged by Borrower after consultation with Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Credit Agreement or an assignment of a portion of such rights and obligations made concurrently with another assignment or assignments that together constitute an assignment of all of the rights and obligations of the assigning Lender. Any assignment or transfer by a Lender of rights or obligations under this Credit Agreement that does not comply with this Section 12.11(c) shall be treated for purposes of this Credit Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.11(b) hereof.

Appears in 1 contract

Samples: Revolving Credit Agreement (Municipal Mortgage & Equity LLC)

Assignments. Notwithstanding anything else herein (a) Subject to the contrary conditions set forth in paragraph (but subject to Section 7.12.2)ii) below, any Lender may assign to one or more Persons (other than an Ineligible Institution) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Revolving Commitment, participations in Facility Letters of Credit and the Loans at the time owing to it) with the prior written consent, consent (such consent, in each case, consent not to be unreasonably withheld or delayed, ) of: (i) the Borrower, provided that, the Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; provided, further that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of a Default has occurred and is continuing, any other assignee; providedassignee (but, furtherin each case, that Borrower the assignor or assignee shall be deemed send notice of such assignment to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereofthe Borrower); (ii) the Administrative Agent; , provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender (other than a Defaulting Lender;) with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (iii) each LC Issuing Bank; andLender, if such Person’s obligation to participate in Facility Letters of Credit would be increased by such assignment. (ivb) each Swingline Lender. Assignments shall be subject to the following additional conditions: (Ai) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Revolving Commitment or Loans, the amount of the Revolving Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 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 a Default has occurred and is continuing; (Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (Ciii) the parties to each assignment shall execute and deliver to the Administrative Agent (x) an Assignment and AssumptionAssumption or (y) to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a Platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants), together with a processing and recordation fee of $3,500; and (Div) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaireadministrative 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 related parties or its 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.

Appears in 1 contract

Samples: Credit Agreement (Retail Value Inc.)

Assignments. Notwithstanding anything else herein It is understood and agreed that each Lender shall have the right to the contrary (but subject to Section 7.12.2), assign at any Lender may assign to one or more Persons time all or a portion of its rights and obligations under this Agreement (including all or a any portion of its Commitment and interests in the risk relating to any Revolving Credit Loans at and outstanding Letters of Credit and/or its Term Loan Percentage of the time owing Term Loan to it) with the prior written consentany Person, such consent, in each case, not to be unreasonably withheld or delayed, of: provided that: (i) Borrower, provided that no consent of Borrower each such assignment shall be required for an assignment to in a Lender, an Affiliate minimum amount of a Lender, an Approved Fund $1,000,000 (or, if an less, in a minimum amount equal to all of such Lender’s Commitment and interests in the risk relating to any Revolving Credit Loans and outstanding Letters of Credit and/or its Term Loan Percentage of the Term Loan); (ii) the Administrative Agent and, so long as no Event of Default has occurred and is continuing, any other assignee; providedthe Parent, further, that Borrower shall be deemed to have consented to an assignment unless it such assignment, which such consent of the Parent shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agentnot be unreasonably withheld; provided that no the consent of the Administrative Agent and the Parent shall not be required for an required, and the minimum assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments amount shall be subject to not apply, if the following additional conditions: (A) except in the case of an assignment is to a Lender or an Affiliate of a Lender or an Affiliate so long as such assignment of would not result in increased costs to the entire remaining amount of Borrowers hereunder; and (iii) the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of proposed assignee and 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 Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to the Administrative Agent and the Borrowers hereunder an Assignment and AssumptionAcceptance in the form attached hereto as Exhibit G (in each case, together with an “Assignment and Acceptance”). Upon the execution and delivery of such Assignment and Acceptance, (A) the Borrowers shall issue to the assignee applicable Notes in the amount of such assignee’s Commitment and/or portion of the Term Loan, dated the effective date of such Assignment and Acceptance and otherwise completed in substantially the form of the Notes executed and delivered to the Lenders on the Effective Date and, if applicable, the assignor shall return to the Borrowers its existing Notes marked “cancelled”; and (B) the assignee shall pay a processing and recordation fee of $3,500; and (D) 3,500 to the assignee, if it Administrative Agent. Only one such assignment fee shall not be a payable for concurrent assignments to Lender Affiliates of an assigning Lender, shall deliver to Administrative Agent an Administrative Questionnaire.

Appears in 1 contract

Samples: Revolving Credit and Term Loan Agreement (Casella Waste Systems Inc)

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any i) Any Lender may at any time assign to one or more Persons banks or other entities (“Purchasers”) all or a portion any part of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower Loan Documents. Such assignment shall be required for an substantially in the form of Exhibit D or in such other form as may be agreed to by the parties thereto. Each such assignment with respect to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and Purchaser which is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to not a Lender or an Affiliate of a Lender or an assignment of Approved Fund shall either be in an amount equal to the entire remaining amount of the assigning Lender’s applicable Commitment or Loans, the amount of the Commitment or and Loans of the assigning Lender or (unless each of the Borrower and the Administrative Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount of the assignment shall be based on the Commitment or outstanding Loans (if the Commitment has been terminated) subject to each such assignment (the assignment, determined as of the date the Assignment and Assumption with respect to of such assignment or as of the “Trade Date,” if the “Trade Date” is delivered to Administrative Agentspecified in the assignment (ii) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such The consent of the Borrower shall be required prior to an assignment becoming effective unless the Purchaser is a Lender, an Affiliate of a Lender or an Approved Fund, provided that the consent of the Borrower shall not be required if an Event of a Default has occurred and is continuing;. The consent of the Agent and the Issuing Bank shall be required prior to any assignment becoming effective. Any consent required under this Section 9.04(c) shall not be unreasonably withheld or delayed. (iii) Upon (A) delivery to the Administrative Agent of an assignment, together with any consents required by Section 9.04(c), and (B) each partial payment of a $4,000 fee to the Administrative Agent for processing such assignment (unless such fee is waived by the Administrative Agent), such assignment shall become effective on the effective date specified in such assignment. The assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Loans under the applicable assignment agreement constitutes “plan assets” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be made “plan assets” under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Amended Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Loans assigned to such Purchaser without any further consent or action by the Borrowers, the Lenders or the Administrative Agent. In the case of an assignment covering all of a proportionate part of all the assigning Lender’s rights and obligations under this Amended Agreement, except such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Amended Agreement and the other 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 Amended Agreement that does not comply with this clause (BSection 9.04(c) shall not apply to be treated for purposes of this Amended Agreement as a Swingline Lender’s sale by such Lender of a participation in such rights and obligations in respect accordance with Section 9.04(b). Upon the consummation of Swingline Loans;any assignment to a Purchaser pursuant to this Section 9.04(c), the transferor Lender, the Administrative Agent and the Borrowers shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. (Civ) The Administrative Agent, acting solely for this purpose as an agent of the parties to Borrowers, shall maintain at one of its offices a copy of each assignment shall execute and deliver to Administrative Agent an Assignment and AssumptionAssumption delivered to it and a register for the recordation of the names and addresses of the Lenders, together with and the Commitments of, and principal amounts of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrowers, the Agent and the Lenders may treat each person whose name is recorded in the Register pursuant to the terms hereof as a processing Lender hereunder for all purposes of this Amended Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers at any reasonable time and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver from time to Administrative Agent an Administrative Questionnairetime upon reasonable prior notice.

Appears in 1 contract

Samples: Credit Agreement (Robbins & Myers Inc)

Assignments. Notwithstanding anything else herein (i) None of the Loan Parties may assign any of its rights or obligations under the Loan Documents without the prior written consent of each Bank, and no assignment of any such obligation shall release such Loan Party therefrom unless each Bank shall have consented to such release in a writing specifically referring to the contrary obligation from which such Loan Party is to be released. (but subject ii) Each Bank may from time to Section 7.12.2), time assign any Lender may assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including all the Loan Documents to one or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrowermore Persons, provided that that, -------- except in the case of the grant of a security interest to a Federal Reserve Bank (which may be made without condition or restriction) no consent of Borrower such assignment shall be required for an effective unless (A) the assignment is consented to a Lender, an Affiliate of a Lender, an Approved Fund or, if by Premiere (unless an Event of Default has occurred and exists at such time or such assignment is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it Affiliate of such Bank) and the Administrative Agent, (B) a Notice of Assignment with respect to the assignment, duly executed by the assignor and the assignee, shall have objected thereto by written notice been given to the Borrowers and the Administrative Agent within five Banking Days after having received notice thereof; and (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (AC) except in the case of an assignment to a Lender or an Affiliate of a Lender or by the Bank that is the Administrative Agent, the Administrative Agent shall have been paid an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, 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 Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and . Upon any effective assignment, (D1) the assigneeassignor shall be released from the obligations so assigned and, if it in the case of an assignment of all of its Loans and Commitment, shall not cease to be a LenderBank and (2) the assignee shall have all of the rights and shall be obligated to perform all of the obligations of a Bank; provided, however, that no assignee shall deliver be entitled ----------------- to Administrative Agent an Administrative Questionnaireany amounts that would otherwise be payable to it with respect to its assignment under Section 1.13 or 7.02 unless (x) such amounts are payable in respect of a Regulatory Change Enacted after the date the applicable assignment agreement became effective or (y) such amounts would have been payable to the Bank that made such assignment if such assignment had not been made. In the event of any effective assignment by a Bank, each of the Borrowers shall, against (except in the case of a partial assignment) receipt of the existing Note of the assignor Bank, issue a new Note to the assignee Bank.

Appears in 1 contract

Samples: Credit Agreement (Premiere Technologies Inc)

Assignments. Notwithstanding anything else herein to the contrary Any Lender, (but subject to Section 7.12.2), any Lender may assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to ita) with the prior written consentconsents of each Borrower, such the Issuer and the Administrative Agent (which consents shall not be unreasonably delayed or withheld and which consent, in each casethe case of such Borrower, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by been given in the absence of a written notice delivered by such Borrower to the Administrative Agent within five Banking Days Agent, on or before the fifth Business Day after having received notice thereof; receipt by such Borrower of such Lender's request for consent, stating, in reasonable detail, the reasons why such Borrower proposes to withhold such consent and (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, 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 Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is then continuing;) may at any time assign and delegate to one or more Eligible Assignees, and (Bb) with notice to the Borrowers, the Issuer and the Administrative Agent, but without the consent of any Borrower, the Issuer or the Administrative Agent, may assign and delegate to any of its Affiliates which is an Eligible Assignee or to any other Lender (each partial assignee to whom such assignment and delegation is to be made, being hereinafter referred to as an "Assignee Lender"), all or any fraction of such Lender's total Loans, participations in Letter of Credit Outstandings and Commitments (which assignment and delegation shall be made as an assignment of a proportionate part constant, and not a varying, percentage of all the assigning Lender’s 's Loans and Commitments) in a minimum aggregate amount equal to the lesser of $5,000,000 and the aggregate amount of such assigning Lender's Loans, participation in Letter of Credit Outstanding and Commitments; provided, however, that, after giving effect to such assignment, the assigning Lender shall have Commitments, participations in Letter of Credit Outstandings and Loans aggregating at least $5,000,000 or no such Commitments, participations and Loans; provided further, however, that any such Assignee Lender will comply, if applicable, with the provisions contained in the last sentence of Section 5.6; provided further, however, that, each Borrower, the Issuer and the Administrative Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned and delegated to an Assignee Lender until (i) written notice of such assignment and delegation, together with payment instructions, addresses and related information with respect to such Assignee Lender, shall have been given to the Borrowers, the Issuer and the Administrative Agent by such assigning Lender and such Assignee Lender, (ii) such Assignee Lender shall have executed and delivered to the Borrowers, the Issuer and the Administrative Agent a Lender Assignment Agreement, accepted by the Administrative Agent, and (iii) the processing fees described below shall have been paid. From and after the date that the Administrative Agent accepts such Lender Assignment Agreement, (x) the Assignee Lender thereunder shall be deemed automatically to have become a party hereto and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with such Lender Assignment Agreement, shall have the rights and obligations of a Lender hereunder and under the other Loan Documents, and (y) the assigning Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with such Lender Assignment Agreement, shall be released from its obligations hereunder and under the other Loan Documents. Within five Business Days after its receipt of notice that the Administrative Agent has received an executed Lender Assignment Agreement, each Borrower shall, to the extent requested, execute and deliver to the Administrative Agent (for delivery to the relevant Assignee Lender) new Notes evidencing such Assignee Lender's assigned Loans and Commitments and, if the assigning Lender has retained Loans and Commitments hereunder which are evidenced by any Notes, replacement Notes in the principal amount of the Loans and Commitments retained by the assignor Lender hereunder (such Notes to be in exchange for, but not in payment of, those Notes then held by such assignor Lender). Each such Note shall be dated the date of the predecessor Notes. The assignor Lender shall mark the predecessor Notes "exchanged" and deliver them to each appxxxxble Borrower. Accrued interest on that part of the principal comprising any assigned Loans, and accrued fees, shall be paid as provided in the Lender Assignment Agreement. Accrued interest on that part of the principal of any Loans not assigned shall be paid to the assignor Lender. Accrued interest and accrued fees shall be paid at the same time or times provided in this Agreement. Such assigning Lender must also pay a processing fee to the Administrative Agent upon delivery of any Lender Assignment Agreement in the amount of $3,500. Any attempted assignment and delegation not made in accordance with this Section 12.11.1 shall be null and void. Notwithstanding any other provision set forth in this Agreement, except that any Lender may at any time create a security interest in all or any portion of its rights under this clause Agreement (Bincluding the Loans owing to it and the Notes held by it) in favor of any Federal Reserve Bank in accordance with Regulation A of the F.R.S. Board; provided, however, the obligations of such Lender under this Agreement or under any other Loan Document shall not apply be delegated or assigned pursuant to any foreclosure under such pledge without the consents of each Borrower, the Administrative Agent and the Issuer. The Borrowers hereby designate the Administrative Agent to serve as the Borrowers' agent, solely for the purpose of this paragraph, to maintain a Swingline register (the "Register") on which the Administrative Agent will record each Lender’s rights 's Loan Commitment, the Loans made by each Lender, and each repayment in respect of the principal amount of the Loans of each Lender and annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to this Section 12.11.1. Failure to make any recordation, or any error in such recordation, shall not affect the Borrowers obligations in respect of Swingline such Loans; (C) . The entries in the parties to each assignment Register shall execute be conclusive, in the absence of manifest error, and deliver to the Borrowers, the Administrative Agent an Assignment and Assumptionthe Lenders shall treat each Person in whose name a Loan is registered as the owner thereof for all purposes of this Agreement, together with a processing notwithstanding notice or any provision herein to the contrary. A Lender's Loan Commitment and recordation fee the Loans made pursuant thereto may be assigned or otherwise transferred in whole or in part only by registration of $3,500; and (D) such assignment or transfer in the assignee, if it shall not be Register. Any assignment or transfer of a Lender, 's Loan Commitment or the Loans made pursuant thereto shall deliver be registered in the Register only upon delivery to the Administrative Agent an of a Lender Assignment Agreement duly executed by the assignor thereof. No assignment or transfer of a Lender's Loan Commitment or the Loans made pursuant thereto shall be effective unless such assignment or transfer shall have been recorded in the Register by the Administrative QuestionnaireAgent as provided in this Section.

Appears in 1 contract

Samples: Amendment Agreement (Dollar Thrifty Automotive Group Inc)

Assignments. Notwithstanding anything else herein to ‌ 18.1 The Tenant shall not assign the contrary (but subject to Section 7.12.2), any Lender may assign to one or more Persons all or a portion whole of its rights and obligations under this Agreement (including all or a portion lease without the consent of its Commitment and the Loans at the time owing to it) with the prior written consentLandlord, such consent, in each case, consent not to be unreasonably withheld or delayed, ofdelayed and provided no consent shall be required where the business and assets of the Tenant are transferred by Statutory Instrument or other xxxxxx method or enactmet to another education establishment. 18.2 The Tenant shall not assign part only of this lease. 18.3 The Landlord and the Tenant agree that for the purposes of section 19(1A) of the Landlord and Xxxxxx Xxx 0000 the Landlord may give its consent to an assignment subject to all or any of the following conditions: 18.3.1 if reasonably required a condition that the assignor enters into an authorised guarantee agreement which: (ia) Borrower, provided that no consent is in respect of Borrower shall be required for an assignment to a Lender, an Affiliate all the tenant covenants of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereofthis lease; (iib) Administrative Agent; provided that no consent is in respect of Administrative Agent shall be required for an assignment to a Lenderthe period beginning with the date the assignee becomes bound by those covenants and ending on the date when the assignee is released from those covenants by virtue of section 5 of the Landlord and Tenant (Covenants) Xxx 0000; (iiic) each LC Issuing Bankimposes principal debtor liability on the assignor; (d) requires (in the event of a disclaimer of liability of this lease) the assignor (or former tenant as the case may be) to enter into a new tenancy for a term equal to the unexpired residue of the Contractual Term; and (ive) each Swingline Lender. Assignments shall be subject to is otherwise in a form reasonably required by the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, 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 Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500Landlord; and 18.3.2 if reasonably required a condition that a person of standing acceptable to the Landlord (Dacting reasonably) enters into a guarantee and indemnity of the assigneetenant covenants of this lease in the form reasonably required by the Landlord. 18.4 The Landlord and the Tenant agree that for the purposes of section 19(1A) of the Landlord and Xxxxxx Xxx 0000 the Landlord may refuse its consent to an assignment if any of the following circumstances exist at the date of the application of the Tenant for consent to assign the lease: 18.4.1 the Annual Rent or any other money properly due and demanded under this lease is outstanding save where there is a bona fide dispute in relation to the same; or 18.4.2 in the reasonable opinion of the Landlord the assignee is not of sufficient financial standing to enable it to comply with the covenants of the Tenant and conditions contained in this lease; or 18.4.3 the assignee and the Tenant are group companies within the meaning of section 42 of the LTA 1954 and the proposed assignee is of lower financial standing than the Tenant. 18.5 Nothing in this clause 18 shall prevent the Landlord from giving consent subject to any other reasonable condition, if nor from refusing consent to an assignment in any other circumstance where it shall not be a Lender, shall deliver is reasonable to Administrative Agent an Administrative Questionnairedo so.

Appears in 1 contract

Samples: Lease Agreement

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any a) Any Lender may at any time assign to one or more Persons Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consentNotes; provided, such consenthowever, in each case, not to be unreasonably withheld or delayed, of: (i) Borrowerunless otherwise waived by Administrative Agent, provided that no consent of Borrower any partial assignment shall be required for in an amount at least equal to $15,000,000 or an integral multiple of $1,000,000 in excess thereof such that, after giving effect to such assignment, the Assignee shall have an Individual Loan Commitment having an aggregate outstanding principal balance, of at least $15,000,000, (ii) each such assignment to a Lendershall be effected by means of an Assignment and Assumption Agreement, (iii) if the Eligible Assignee is an Existing Lender or an Affiliate of a the assigning Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no the consent of Administrative Agent shall not be required for an assignment to a Lender; (iii) each LC Issuing Bank; and required, (iv) each Swingline Lender. Assignments no such assignments shall be subject permitted without the consent of Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed), and (v) except as set forth in Section 18.26 below, no Borrower Party shall be liable or responsible for any costs or expenses incurred by the Administrative Agent, any Lender, any Assignee, or any Affiliate of any of the foregoing in connection with any transaction contemplated pursuant to this Section 18.15. Upon execution and delivery of such instrument, payment by such Assignee to such transferor Lender of an amount equal to the following additional conditions: (A) except in the case purchase price agreed between such transferor Lender and such Assignee and receipt of an assignment any consent required hereunder, such Assignee shall be deemed to be a Lender or an Affiliate party to this Agreement and shall have all the rights and obligations of a Lender with an Individual Loan Commitment as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall 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 Section 18.15 and if requested by the transferee Lender and/or the transferor Lender, the transferor Lender, the Administrative Agent and Borrower shall make appropriate arrangements so new substitute Notes are issued to the Assignee and such transferor Lender by Borrower, as appropriate. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, in the amount of $3,500.00 for the Commitment account of Administrative Agent. Notwithstanding anything herein to the contrary, no Lender may assign or Loans participate any interest in any Loan held by it hereunder to Borrower, any other Borrower Party or any of the assigning Lender subject to their respective affiliates. (b) The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain at one of its offices a copy of each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is Agreement delivered to it and a register for the recordation of the names and addresses of the Lenders, and the commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and Borrower, the Administrative Agent) Agent and the Lenders shall not 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 less than $5,000,000 unless each of available for inspection by Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a any Lender, shall deliver at any reasonable time and from time to Administrative Agent an Administrative Questionnairetime upon reasonable prior notice.

Appears in 1 contract

Samples: Loan Agreement (Brookfield DTLA Fund Office Trust Investor Inc.)

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Any Lender may at any time assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent); provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (Aa) except in the case cases of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or Loansof an assignment to a Lender or a Lender Affiliate, the aggregate amount of the Commitment or (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date on which the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and the Administrative Agent otherwise consent; provided that and, so long as no such consent of Borrower shall be required if an Default or Event of Default has occurred and is continuing; , the Borrowers otherwise consent (Beach such consent not to be unreasonably withheld or delayed); (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this AgreementCredit Agreement with respect to the Loan or the Commitment assigned, except it being understood that this clause non-pro rata assignments of or among any of the Commitments, the Loans, and Reimbursement Obligations are not permitted; (Bc) shall any assignment of a Commitment must be approved by the Administrative Agent unless the Person that is the proposed assignee is itself a Lender with a Commitment (whether or not apply to a Swingline Lender’s rights the proposed assignee would otherwise qualify as an Eligible Assignee); and obligations in respect of Swingline Loans; (Cd) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,500; and (D) 3,500 and the assigneeEligible 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 §15.3, from and after the effective date specified in each Assignment and Acceptance, the Eligible Assignee thereunder shall be a party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and Acceptance have the rights and obligations of a Lender under this Credit Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Credit Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Credit Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of §§5.2.2, 5.6, 5.7, 5.9 and 16.3 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Credit Agreement that does not comply with this paragraph shall be treated for purposes of this Credit Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with §15.4.

Appears in 1 contract

Samples: Revolving Credit Agreement (Seneca Foods Corp /Ny/)

Assignments. Notwithstanding anything else herein Any Lender may, with the consent of Agent (at the written direction of the Required Lenders) and Borrower (provided, that the consent of Borrower (A) shall not be unreasonably withheld or delayed (provided further that if such consent is not granted, it shall not be considered unreasonably withheld or delayed if the proposed assignment is to the contrary a Person who is a Competitor, or a lender to or an Affiliate of a Competitor, of Borrower or any Loan Party) and (but subject B) shall not be required if an Event of Default exists or such assignment is to Section 7.12.2a Permitted Assignee), at any Lender may time assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to itother than natural persons) with the prior written consentwho is, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if unless an Event of Default has occurred and has not been cured (if capable of cure) within 60 days of such occurrence, not a Competitor (any such Person, an “Assignee”) all or any portion of such Lender’s Loans; provided that in no event may any Lender assign its Loans to (i) an Affiliated Lender (unless the assigning Lender is continuingan Affiliated Lender) or (ii) the Borrower or any of its Subsidiaries. In connection with any assignment, regardless of whether Agent or Borrower consent is required, prior to effectuating such assignment the applicable Lender(s) and Assignee(s) shall obtain all necessary governmental, regulatory, and other material consents, approvals and exemptions required to be obtained in connection therewith. Except as Agent may otherwise agree, any other assignee; providedsuch assignment shall be in a minimum aggregate amount equal to one million Dollars ($1,000,000) or, furtherif less, that Borrower the remaining Commitments and Loans held by the assigning Lender. The Loan Parties and Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Agent shall have received and accepted an Assignment and Acceptance. (i) From and after the date on which the conditions described above have been met, and subject to acceptance and recording of the assignment pursuant to Section 15.1(a)(iii), (x) such Assignee shall be deemed automatically to have consented become a party hereto and, to the extent that rights and obligations hereunder have been assigned to such Assignee pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender hereunder and (y) the assigning Lender, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, shall be released from its rights (other than its indemnification rights) and obligations hereunder. Upon the request of the Assignee (and, as applicable, the assigning Lender) pursuant to an assignment unless it effective Assignment and Acceptance, Borrower shall have objected thereto execute and deliver to Agent for delivery to the Assignee (and, as applicable, the assigning Lender) a Note or Notes setting forth such Lender’s Loans (and, as applicable, a Note or Notes in the principal amount of the Loans retained by written notice the assigning Lender). Each such Note shall be dated the effective date of such assignment. Upon receipt by Agent of such Note(s), the assigning Lender shall return to Administrative Agent within five Banking Days after having received notice thereof;Borrower any prior Note held by it, and such Note shall be cancelled by Borrower and of no further force or effect. (ii) Administrative Agent; provided that no consent Any Lender may at any time pledge or assign a security interest in all or any portion of Administrative Agent shall be required for an its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment secure obligations to a Lender Federal Reserve Bank, and this Section 15.1 shall not apply to any such pledge or an Affiliate assignment of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, 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 Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consentsecurity interest; provided that no such consent pledge or assignment of Borrower a security interest shall be required if made, unless an Event of Default has occurred and is continuing;has not been cured (if capable of cure) within 60 days of such occurrence, to a Competitor or release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. (Biii) Agent, acting solely for this purpose as an agent of Xxxxxxxx, shall maintain at one of its offices a copy of each partial assignment Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of (and stated interest on) the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be made conclusive absent manifest error, and Borrower, Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as an assignment a Lender hereunder for all purposes of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) . The Register shall not apply to a Swingline Lender’s rights be available for inspection by Borrower and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a any Lender, shall deliver at any reasonable time and from time to Administrative Agent an Administrative Questionnairetime upon reasonable prior notice.

Appears in 1 contract

Samples: Credit Agreement (Jushi Holdings Inc.)

Assignments. Notwithstanding anything else herein Any Lender (an "Assignor Lender") (a) (i) with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) with notice from time to the contrary time to CSFB (but subject so long as it is a Joint Lead Arranger) upon request, and (iii) with notice to Section 7.12.2)Borrower, may at any Lender may time assign and delegate to one or more Persons commercial banks, funds that are regularly engaged in making, purchasing or investing in loans or securities, or other financial institutions, and (b) with notice to Borrower and the Administrative Agent and with notice from time to time to CSFB (so long as it is a Joint Lead Arranger) upon request, may assign and delegate to any of its Affiliates or Related Funds or to any other Lender or any Affiliate or Related Fund of any other Lender (each Person described in either of the foregoing clauses as being the Person to whom such assignment and delegation is to be made, being hereinafter referred to as an "Assignee Lender"), all or any fraction of such Assignor Lender's Loans and Commitments in a portion minimum aggregate amount of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, lesser of: (i) Borrower, $1.0 million (provided that (1) assignments that are made on the same day to funds that (x) invest in commercial loans and (y) are managed or advised by the same investment advisor or any Affiliate of such investment advisor may be treated as a single assignment for purposes of the minimum amount and (2) no consent of Borrower minimum amount shall be required for in the case of any assignment between two Lenders so long as the Assignor Lender has an assignment to a Lenderaggregate amount of Loans of at least $1.0 million following such assignment), an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred unless Borrower and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to the Administrative Agent within five Banking Days after having received notice thereof;otherwise consent and (ii) Administrative Agentthe then remaining amount of such Assignor Lender's Loans and Commitments; provided provided, however, that no consent of Administrative each Lender and each Agent shall be required for entitled to continue to deal solely and directly with such Assignor Lender in connection with the interests so assigned and delegated to an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions:Assignee Lender until (A) except in the case written notice of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, 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 delegation, together with payment instructions, addresses and related information with respect to such assignment is delivered Assignee Lender, shall have been given to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Borrower, the Administrative Agent otherwise consent; provided that no and CSFB, if applicable, by such consent of Borrower shall be required if an Event of Default has occurred Assignor Lender and is continuingsuch Assignee Lender; (B) each partial assignment such Assignee Lender shall be made as have executed and delivered to Borrower and the Administrative Agent an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Assignment Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loansaccepted by the Administrative Agent; (C) the parties to each assignment administrative fees described below shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500have been paid; and (D) the assigneeAdministrative Agent shall have registered such assignment and delegation in the Register pursuant to subsection 2.5F. From and after the date that the Administrative Agent accepts such Assignment Agreement and such assignment and delegation is registered pursuant to of subsection 2.5F, (x) the Assignee Lender thereunder shall be deemed automatically to have become a party hereto and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and under the other Loan Documents, and (y) the Assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with such Assignment Agreement, shall be released from its obligations hereunder and under the other Loan Documents. Any Assignor Lender that shall have previously requested and received any Note or Notes in respect of any Loan to which any such assignment applies shall, upon the acceptance by the Administrative Agent of the applicable Assignment Agreement, mark such Note or Notes "exchanged" xxd deliver them to Borrower against, if it the Assignor Lender has retained Loans and has requested replacement Notes, its receipt from Borrower of replacement Notes in the principal amount of its Loans. Such Assignor Lender or such Assignee Lender (unless the Assignor Lender or the Assignee Lender is an Agent or an Affiliate of an Agent) must also pay an administrative fee to the Administra- tive Agent upon delivery of any Assignment Agreement in the amount of $3,500, unless such assig nment and delegation is by a Lender to its Affiliate or Related Fund or unless such assignment and delegation is by a Lender to a Federal Reserve Bank, as provided below or unless the Administrative Agent otherwise agrees in writing. Any attempted assignment and delegation not made in accordance with this subsection 10.12 shall be null and void. Nothing contained in this subsection 10.12 shall prevent or prohibit any Lender from pledging its rights (but not be its obligations to make Loans) under this Agreement and/or its Loans hereunder to a Federal Reserve Bank in support of borrowings made by such Lender from such Federal Reserve Bank and any Lender that is a fund that invests in bank loans may pledge all or any portion of its rights (but not its obligations to make Loans) hereunder to any trustee or any other representative of holders of obligations owed or securities issued by such fund as security for such obligations or securities. In the event that S&P, Moody's or Thompson's BankWatch (ox Xxxxxance Xxxxx Xxxings Service, in the case of Lenders that are insurance companies (or Best's Insurance Reports, if such insurance company is not rated by Insurance Watch Ratings Service)) shall, after the date that any Lender with a Commitment to make Loans becomes a Lender, downgrade the long-term certificate of deposit rating or long-term senior unsecured debt rating of such Lender, and the resulting rating shall deliver be below BBB-, Baa3 or C (or BB, in the case of Lender that is an insurance company (or B, in the case of an insurance company not rated by Insurance Watch Ratings Service)) respectively, then Borrower shall have the right, but not the obligation, upon notice to such Lender, the Administrative Agent , to replace such Lender with an Administrative QuestionnaireAssignee Lender in accordance with and subject to the restrictions contained in this subsection 10.12, and such Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in this subsection 10.12) all its interests, rights and obligations in respect of its Loans under this Agreement to such Assignee Lender; provided, however, that (i) no such assignment shall conflict with any law, regulation or order of any governmental authority and (ii) such Assignee Lender shall pay to such Lender in immediately available funds on the date of such assignment the principal of and interest and fees (if any) accrued to the date of payment on the Loans made by such Lender hereunder and all other amounts accrued for such Lender's account or owed to it hereunder.

Appears in 1 contract

Samples: Bridge Loan Agreement (Associated Materials Inc)

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Any Lender may at any time assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: ); provided that (i) Borrower, provided that no consent except in the case of Borrower shall be required for an assignment of the entire remaining amount of the assigning Lender’s Loans at the time owing to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except or in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of Approved Fund with respect to a Lender, the entire remaining aggregate amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Interim Loan Committed Amount (which for this purpose includes Loans of the assigning Lender outstanding thereunder) subject to each such assignment (assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Borrower and the Administrative Agent otherwise consent; provided that and, so long as no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; , the Borrower otherwise consents (Beach such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this AgreementCredit Agreement with respect to the Loans assigned; (iii) any assignment must be approved by the Administrative Agent, except unless the Person that this clause is the proposed assignee is itself a Lender or an Affiliate of a Lender (B) shall whether or not apply to a Swingline Lender’s rights the proposed assignee would otherwise qualify as an Eligible Assignee); and obligations in respect of Swingline Loans; (Civ) 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; and . Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (Dc) of this Section, from and after the assigneeeffective date specified in each Assignment and Assumption, if it the Eligible Assignee thereunder shall not be a party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Credit Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Credit Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Credit Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.9, 3.13, 3.14 and 11.5 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver applicable Note(s) to Administrative Agent an Administrative Questionnairethe assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Credit Agreement that does not comply with this subsection shall be treated for purposes of this Credit Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.

Appears in 1 contract

Samples: Credit Agreement (Quest Diagnostics Inc)

Assignments. Notwithstanding anything else herein (i) Subject to the contrary conditions set forth in paragraph (but subject to Section 7.12.2)b)(ii) below, any Lender may assign to one or more Persons assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, consent (such consent, in each case, consent not to be unreasonably withheld or delayed, withheld) of: (iA) the Borrower, provided that no consent of the Borrower shall be required for an assignment to by a Lender, an Affiliate : (1) to one of a Lender, an Approved Fund or, its own Affiliates; (2) if an any Event of Default has occurred and is continuing, to any other Lender; or (3) if an Event of Default under clauses (a), (e) or (f) of Article VI has occurred and is continuing, to any assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to and (B) the Administrative Agent within five Banking Days after having received notice thereof;Agent. (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, 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 $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 under clauses (a), (e) or (f) of Article VI has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) 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; and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, 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 such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 8.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 8.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section. (iv) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, the Borrower, the Administrative Agent, the Issuing Bank and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, any Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.05(c), 2.06(d) or (e), 2.07(b), 2.18(d) or 8.03(c) or such Lender or assignee is otherwise a Defaulting Lender, the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

Appears in 1 contract

Samples: Credit Agreement (Leggett & Platt Inc)

Assignments. Notwithstanding anything else herein (a) Each Lender shall have the right at any time, with the prior consent of the Administrative Agent (and the L/C Issuers, if other than the Administrative Agent) and, so long as no Event of Default then exists, the Parent (which consent of the Parent shall not be unreasonably withheld) to the contrary (but subject to Section 7.12.2)sell, any Lender may assign to one assign, transfer or more Persons negotiate all or a portion any part of its rights and obligations under this Agreement the Loan Documents (including all or a portion including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its Commitment obligation to make Loans and participate in Letters of Credit) to one or more commercial banks or other financial institutions or investors, provided that, unless otherwise agreed to by the Loans at the time owing to it) with the prior written consentAdministrative Agent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower assignment shall be required for an assignment to a Lender, an Affiliate of a fixed percentage (and not by its terms of varying percentage) of the assigning Lender's rights and obligations under the Loan Documents and provided further that, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment of the Term Loans or Term Notes, the assignee lender must be a resident of Canada for the purpose of The Income Tax Act (Canada) or an "authorized foreign bank" that represents to the Borrowing Subsidiary prior to the assignment that all amounts paid or credited to or by the assignee lender are in respect of its Canadian banking business; provided, however, that in order to make any such assignment (i) unless the assigning Lender is assigning all of its Commitments, outstanding Loans and interests in L/C Obligations, the assigning Lender shall retain at least $5,000,000 in unused Commitments, outstanding Loans and interests in Letters of Credit, (ii) the assignee Lender shall have Commitments, outstanding Loans and interests in Letters of Credit of at least $5,000,000, (iii) each such assignment shall be evidenced by a written agreement (substantially in the form attached hereto as Exhibit G or in such other form acceptable to the Administrative Agent) executed by such assigning Lender, such assignee Lender or an Affiliate of a Lender or an assignment Lenders, the Administrative Agent (and the L/C Issuers, if other than the Administrative Agent) and, if required as provided above, the Parent, which agreement shall specify in each instance the portion of the entire remaining amount Obligations which are to be assigned to the assignee Lender and the portion of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans Commitments of the assigning Lender subject to each be assumed by the assignee Lender, (iv) the assigning Lender shall pay to the Administrative Agent a processing fee of $3,500 and any out-of-pocket attorneys' fees and expenses incurred by the Administrative Agent in connection with any such assignment agreement. Any such assignee shall become a Lender for all purposes hereunder to the extent of the rights and obligations under the Loan Documents it assumes and the assigning Lender shall be released from its obligations, and will have released its rights, under the Loan Documents to the extent of such assignment, and (v) so long as no Event of Default then exists, any assignment of the Obligations of the Borrowing Subsidiary shall be to another commercial bank or financial institution or investor located in Canada, or to a Canadian branch of any such Person. The address for notices to such assignee Lender shall be as specified in the assignment agreement executed by it. Promptly upon the effectiveness of any such assignment agreement, the relevant Borrower shall execute and deliver replacement Notes to the assignee Lender and the assigning Lender in the respective amounts of their Commitments (or assigned principal amounts, as applicable) after giving effect to the reduction occasioned by such assignment (determined as all such Notes to constitute "Notes" for all purposes of the date Loan Documents), and the Assignment assignee Lender shall thereafter surrender to relevant Borrower its old Notes. The Borrowers authorize each Lender to disclose to any purchaser or prospective purchaser of an interest in the Loans and Assumption with respect interest in Letters of Credit owed to it or its Commitments under this Section any financial or other information pertaining to the Parent or any Subsidiary. (b) Any Lender may at any time pledge or grant a security interest in all or any portion of its rights under this Agreement to secure obligations of such assignment is delivered Lender, including any such pledge or grant to Administrative Agent) a Federal Reserve Bank, and this Section shall not be less than $5,000,000 unless each apply to any such pledge or grant of Borrower and Administrative Agent otherwise consenta security interest; provided that no such consent pledge or grant of Borrower a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or secured party for such Lender as a party hereto; provided further, however, the right of any such pledgee or grantee (other than any Federal Reserve Bank) to further transfer all or any portion of the rights pledged or granted to it, whether by means of foreclosure or otherwise, shall be required if an Event at all times subject to the terms of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaire.

Appears in 1 contract

Samples: Credit Agreement (Lojack Corp)

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Each Lender may assign to one or more Persons all or a portion of its rights and obligations under this Credit Agreement (including including, without limitation, all or a portion of its Commitment Loans, its Notes, and its Commitment); provided, however, that: (i) each such assignment shall be to an Eligible Assignee; (ii) each of (A) the Loans at Administrative Agent (other than in the time owing to itcase of an Eligible Assignee that is a Lender) with and (B) the prior Issuing Lenders, shall have provided its written consent, such consent, in each case, consent (not to be unreasonably withheld or delayed, of:); (iiii) Borrower, provided that no consent To the extent required in the definition of “Eligible Assignee,” the Borrower shall have provided its written consent (not to be unreasonably withheld or delayed) which consent shall not be required for an assignment to a Lender, an Affiliate during the existence of a Lender, an Approved Fund or, if an Default or Event of Default has occurred and is continuing, any other assigneeDefault; provided, furtherhowever, that the Borrower shall be deemed to have consented to an any proposed assignment unless it shall have objected object thereto by written notice to the Administrative Agent within five Banking ten Business Days after having received notice thereof; (iiiv) Administrative Agent; provided that no consent of Administrative Agent any such partial assignment shall be required for in an assignment amount at least equal to a Lender; $5,000,000 (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loansor, if less, the remaining amount of the Commitment or Loans Loan being assigned by such Lender) or an integral multiple of the assigning Lender subject to $1,000,000 in excess thereof; (v) each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower by a Lender shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part constant, and not varying, percentage of all the assigning Lender’s of its rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights Credit Agreement and obligations in respect of Swingline Loansthe Notes; (Cvi) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance an Assignment and AssumptionAgreement in substantially the form of Exhibit 12.3, together with a processing and recordation fee from the assignor of $3,5004,000; and (vii) without the prior written consent of the Administrative Agent, no assignment shall be made to a prospective assignee that bears a relationship to the Borrower described in Section 108(e)(4) of the Code. Upon execution, delivery, and acceptance of such Assignment Agreement, the assignee thereunder shall be a party hereto and, to the extent of such assignment, have the obligations, rights, and benefits of a Lender hereunder and the assigning Lender shall, to the extent of such assignment, relinquish its rights and be released from its obligations under this Credit Agreement. Upon the consummation of any assignment pursuant to this Section 12.3(b), the assignor, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if required, new Notes are issued to the assignee. If the assignee is not incorporated under the laws of the United States of America or a State thereof, it shall deliver to the Borrower and the Administrative Agent certification as to exemption from deduction or withholding of taxes in accordance with Section 4.4. By executing and delivering an assignment agreement in accordance with this Section 12.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (A) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (B) except as set forth in clause (A) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (C) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (D) such assignee confirms that it has received a copy of this Credit Agreement, the assigneeother Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (E) such assignee will independently and without reliance upon the Administrative Agent, if such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (F) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; (G) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a Lender; and (H) such assignee represents and warrants that it does not bear a relationship to the Borrower described in Section 108(e)(4) of the Code (provided that such representation shall not be a Lender, shall deliver to required where the Administrative Agent an Administrative Questionnairehas been made aware of such relationship existing between the assignee and the Borrower and has given its consent to such assignment pursuant to Section 12.3(b)(vii)). For avoidance of doubt, the parties to this Credit Agreement acknowledge that the provisions of this Section 12.3 concerning assignments relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including any pledge or assignment by a Lender to any Federal Reserve Bank or other central bank having jurisdiction over such Lender in accordance with applicable law.

Appears in 1 contract

Samples: Revolving Credit Agreement (Dominion Energy Midstream Partners, LP)

Assignments. Notwithstanding anything else herein (i) Neither the Borrower nor any Guarantor may assign any of its rights or obligations under the Borrower Loan Documents without the prior written consent of each Bank, and no assignment of any such obligation shall release the Borrower or such Guarantor therefrom unless each Bank, as applicable, shall have consented to such release in a writing specifically referring to the contrary obligation from which the Borrower or such Guarantor is to be released. (but subject ii) Each Bank may from time to Section 7.12.2), time assign any Lender may assign to one or more Persons all or a portion of its rights and obligations under this Agreement the Borrower Loan Documents to one or more Persons; provided -------- that, except in the case of the grant of a security interest to a Federal Reserve Bank (including all which may be made without condition or restriction), no such assignment shall be effective unless (A) the assignment is consented to by the Agent and, unless a Bankruptcy Default with respect to the Borrower or a portion of its Commitment Guarantor exists, the Borrower and the Loans at Guarantors, (B) the time owing assignment shall involve the assignment of not less than $5,000,000 of the assignor Bank's Commitment, (C) a Notice of Assignment with respect to it) with the prior written consentassignment, such consentduly executed by the assignor and the assignee, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject been given to the following additional conditions: Borrower and the Agent and (AD) except in the case of an assignment to a Lender or an Affiliate of a Lender or by the Bank that is the Agent, the Agent shall have been paid an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, 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 Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500. Upon any effective assignment, the assignee shall have all of the rights and shall be obligated to perform all of the obligations of a Bank; and provided, however, that no assignee -------- ------- shall be entitled to any amounts that would otherwise be payable to it with respect to its assignment under Section 7.02 unless (Dx) such amounts are payable in respect of a Regulatory Change Enacted after the assigneedate the applicable assignment agreement was executed or (y) such amounts would have been payable to the Bank that made such assignment if such assignment had not been made. In the event of any effective assignment by a Bank, if it shall not be the Borrower shall, against (except in the case of a Lenderpartial assignment) receipt of the existing Note of the assignor Bank, shall deliver issue a new Note to Administrative Agent an Administrative Questionnairethe assignee Bank.

Appears in 1 contract

Samples: Guaranteed Credit Agreement (Zd Inc)

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