Assignments. Any Lender may with the prior written consent of the Agent and the Borrower (which consent in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, (i) no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender or an Affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a 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 subsection (c), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall pay to the Agent an administrative fee for processing such assignment in the amount of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite Lenders.
Appears in 2 contracts
Samples: Credit Agreement (Regency Centers Lp), Credit Agreement (Regency Centers Corp)
Assignments. Any Lender may with With the prior written consent of the Agent and the Borrower (which consent in each case, shall not be unreasonably withheld) ), the Lender may at any time assign assign, or grant a security interest in or sell a participation interest in or sell any Advance (or portion thereof) or any Note (or any portion thereof) to one any Person rated A2 or more Eligible Assignees (each an “Assignee”) all higher by Xxxxx’x or a portion of its rights and obligations under this Agreement and the NotesA or higher by S&P; providedprovided that, howeveras applicable, (i) no transfer of any Advance (or any portion thereof) or of any Note (or any portion thereof) shall be made unless such transfer is exempt from the registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities Act and such laws, and is made only to either an “accredited investor” as defined in paragraphs (a)(1), (2), (3), or (7) of Rule 501 of Regulation D under the Securities Act or any entity in which all of the equity owners come within such paragraphs or to a “qualified institutional buyer” as defined in Rule 144A under the Securities Act, (ii) no such consent by of the Borrower shall be required (x) if a Default or following the occurrence of an Event of Default shall exist or Servicer Default, (yiii) in the case of an assignment of any Advance (or any portion thereof) or of any Note (or of any portion thereof), the assignee executes and delivers to another Lender or an Affiliate the Servicer, the Borrower and the Deal Agent a fully executed transferee letter substantially in the form of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000Exhibit L attached hereto, and (iiiiv) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a 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 not need prior consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lenderat any time assign, as appropriateor grant a security interest or sell a participation interest in, or sell, any Advance (or portion thereof) or any Note or any portion thereof to an Affiliate. In connection with The parties to any such assignment, the transferor Lender grant or sale of a participation interest shall pay execute and deliver to the Agent an administrative fee Deal Agent, for processing its acceptance and recording in its books and records, such assignment in agreement or document as may be satisfactory to such parties and the amount of $4,500Deal Agent. Anything in this Section to the contrary notwithstanding, no Lender may The Borrower shall not assign or participate delegate, or grant any interest in in, or permit any Loan held by it hereunder Lien to exist upon, any of the Borrower’s rights, the Parent obligations or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in duties under this Agreement to without the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the prior written consent of the Borrower Lender, the Deal Agent and the Requisite Lenderseach Hedge Counterparty.
Appears in 2 contracts
Samples: Note Purchase Agreement (NewStar Financial, Inc.), Note Purchase Agreement (NewStar Financial, Inc.)
Assignments. Any Lender The rights and estate of any party hereto may with be assigned from time to time in whole or in part and as to any horizon, subject to the prior written consent of the Agent and the Borrower (which Lessor. Lessor’s consent in each case, shall not be unreasonably withheld) at any time assign to one , conditioned or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provideddelayed. Provided, however, (i) no such that consent by from the Borrower Lessor shall not be required (x) if a Default or Event of Default shall exist or (y) in the case event of an assignment by Lessee: to another Lender or an Affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitmentaffiliate, subsidiary, or if internal partner, joint venture partners or in consequence of a merger or amalgamation. All of the Commitments have been terminatedcovenants, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000obligations, and considerations of this Lease shall extend to and be binding upon the parties hereto, their heirs, successors, assigns, and successive assigns. No assignment by Lessee (iiior any assignee of Lessee) each such assignment of all or any part of or interest in this Lease shall relieve Lessee (or any assignee of Lessee) of any liability for breach of any covenant, warranty or other obligation of Lessee hereunder, whether theretofore or thereafter accrued. Each assignee of all or any portion of the rights of Lessee hereunder agrees to be effected bound by means the provisions of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal this lease to the purchase price agreed between same extent as if such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender assignee were an original party to this Agreement Lease. Notwithstanding any assignment by Lessee of a segregated portion of this Lease, default by Lessee or any assignee or subassignee of Lessee in any covenant or condition in this Lease shall constitute default as to the entire Lease. Lessee shall notify Lessor of such assignment and furnish Lessor a true copy of any assignment. Until Lessee, or any assignee of Lessee, has given Lessor written notice of the assignment by such Lessee or assignee of Lessee of all its right and interest under this lease, all notices to Lessee hereunder may be given to the Lessee named herein, despite the assignment of part of the Lease. No change or division in the ownership of the Leased Premises, royalties, or other moneys, or any part thereof, howsoever affected, shall have all increase the obligations or diminish the rights of Lessee, including, but not limited to, the location and obligations drilling of a Lender with a Commitment as set forth xxxxx and the measurement of production. Notwithstanding any other actual or constructive knowledge or notice thereof to Lessee, its successors or assigns, no change or division in the ownership of the Leased Premises or of the royalties or other moneys, or the right to receive the same, howsoever effected, shall be binding upon the then record owner of this Lease until thirty (30) days after there has been furnished to such Assignment record owner at his or its principal place of business by Lessor or Lessor’s heirs, successor, or assigns, notice of such change or division, supported by either originals or copies of the instruments which have been properly filed for record and Assumption Agreementwhich evidence such change or division, and the transferor Lender of such court records and proceedings, transcripts, or other documents as shall be released from its obligations hereunder necessary in the opinion of such record owner to a corresponding extent, and no further consent establish the validity of such change or action by any party shall be requireddivision. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with If any such assignment, the transferor Lender shall pay to the Agent an administrative fee for processing such assignment change in the amount of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held ownership occurs by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent reason of the Borrower and death of the Requisite LendersLessor, Lessee may nevertheless pay or tender such royalties or other moneys, or part thereof, to Lessor or Lessor’s estate.
Appears in 2 contracts
Samples: Oil and Gas Lease, Oil and Gas Lease
Assignments. Any Lender may with 14.1 The Tenant shall not assign the prior written whole of this lease without the consent of the Agent Landlord, such consent not to be unreasonably withheld or delayed.
14.2 The Tenant shall not assign part only of this lease.
14.3 The Landlord and the Borrower (which Tenant agree that for the purposes of section 19(1A) of the Landlord and Xxxxxx Xxx 0000 the Landlord may give its consent in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) assignment subject to all or any of the following conditions:
(a) a portion condition that the assignor enters into the Community Use and Management Agreement with the Landlord regulating the matters referred to in Schedule 1 of its rights this Lease;
(b) a condition that the assignor (and obligations under any former tenant who because of section 11 of the Landlord and Tenant (Covenants) Xxx 0000 has not been released from the tenant covenants of this Agreement and the Notes; provided, however, lease) enters into an authorised guarantee agreement which:
(i) no such consent by is in respect of all the Borrower shall be required (x) if a Default or Event tenant covenants of Default shall exist or (y) in the case of an assignment to another Lender or an Affiliate of another Lender; this lease;
(ii) any partial assignment shall be is in an amount at least equal to $10,000,000 respect of the period beginning with the date the assignee becomes bound by those covenants and after giving effect to such assignment ending on the assigning Lender retains a Commitment, or if date when the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, assignee is released from those covenants by virtue of at least $10,000,000, section 5 of the Landlord and Tenant (Covenants) Xxx 0000;
(iii) each such assignment shall be effected by means imposes principal debtor liability on the assignor (and any former tenant);
(iv) requires (in the event of an Assignment and Assumption Agreement. Upon execution and delivery a disclaimer of such instrument and payment by such Assignee liability of this lease) the assignor (or former tenant as the case may be) to such transferor Lender of an amount enter into a new tenancy for a term equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be unexpired residue of the Contractual Term; and
(v) is otherwise in a Lender party to this Agreement and shall have all form reasonably required by the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Agreement, Landlord;
14.4 The Landlord and the transferor Lender shall be released from Tenant agree that for the purposes of section 19(1A) of the Landlord and Xxxxxx Xxx 0000 the Landlord may refuse its obligations hereunder consent to an assignment if the assignor:
(a) is not:
(i) a corresponding extent, charity; or
(ii) a company whose memorandum and no further consent articles of association provide for it to have a charitable purpose and objectives; or
(iii) an unincorporated body whose governing document provides for it to have a charitable purpose and objectives
(b) and cannot or action by any party shall be required. Upon will not enter into a community use and management agreement on the consummation terms of any assignment pursuant to this subsection (c), the transferor Lender, the Agent Community Use and the Borrower shall make appropriate arrangements so the new Notes Management Agreement or terms that are issued otherwise acceptable to the Assignee and such transferor LenderLandlord (acting reasonably).
14.5 Nothing in this clause shall prevent the Landlord from giving consent subject to any other reasonable condition, as appropriate. In connection with any such assignment, the transferor Lender shall pay nor from refusing consent to the Agent an administrative fee for processing such assignment in the amount of $4,500. Anything in this Section any other circumstance where it is reasonable to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite Lendersdo so.
Appears in 2 contracts
Samples: Lease Agreement, Lease
Assignments. Any Lender may with the prior written consent of the Agent and the Borrower (which consent Maker hereby agrees that Holder, in each caseits sole discretion, shall not be unreasonably withheld) have the unrestricted right at any time and from time to time, and without Maker's or any Guarantor's consent, to assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement Note and other Loan Documents to one or more banks, other financial institutions, or any other person or entity (each, an “Assignee”). In the Notes; event of any such assignment to an Assignee, Maker and each Guarantor agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Note and to any other Loan Document, as Holder shall deem reasonably necessary to effect the foregoing (provided, however, (i) no that such consent by documents and amendments do not substantively affect the Borrower terms of the Loan). In addition, at the request of Holder and any such Assignee, Maker shall issue one or more new Notes, as applicable, to any such Assignee and, if Holder has retained any of its rights and obligations following such assignment, to Holder, which new Notes shall be required (x) if a Default or Event issued in replacement of, but not in discharge of, the Obligations evidenced by this Note prior to such assignment and shall reflect the amount of Default shall exist or (y) in the case of an assignment to another Lender or an Affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 respective Loans held by such Assignee and Holder after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreementassignment. Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by Holder in connection with such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assigneeassignment, such Assignee shall be deemed to be a Lender party to this Agreement Note and shall have all of the rights and obligations of a Lender with a Commitment as set forth in Holder hereunder (and under any and all other Loan Documents) to the extent that such Assignment rights and Assumption Agreementobligations have been assigned by Holder pursuant to the assignment documentation between Holder and such Assignee, and the transferor Lender Holder shall be released from form its obligations hereunder to a corresponding extent. Holder may furnish any information concerning Maker in its possession from time to time to Assignees and prospective Assignees, and no further consent or action by any party provided that Holder shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with require any such assignmentAssignees and prospective Assignees to agree in writing to maintain the confidentiality of such information, the transferor Lender shall pay to the Agent an administrative fee for processing such assignment in the amount of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign except as required by applicable laws or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite Lendersgovernmental authorities.
Appears in 2 contracts
Samples: Term Loan Note (Fortified Holdings Corp.), Term Loan Note (Aegis Industries, Inc.)
Assignments. Any Lender may with the prior written consent (a) Each of the Agent Agent, the Loan Parties and the Borrower Liquidity Banks hereby agrees and consents to the complete or partial assignment by VFCC of all or any portion of its rights under, interest in, title to and obligations under this Agreement to the Liquidity Banks pursuant to the Liquidity Agreement.
(which consent in each case, shall not be unreasonably withheldb) Any Liquidity Bank may at any time and from time to time assign to one or more Eligible Assignees (each an each, a “AssigneePurchasing Liquidity Bank”) all or a portion any part of its rights and obligations under this Agreement pursuant to an assignment agreement substantially in the form set forth in Exhibit VII hereto (an “Assignment Agreement”) executed by such Purchasing Liquidity Bank and the Notessuch selling Liquidity Bank; provided, however, that any assignment of a Liquidity Bank’s rights and obligations hereunder shall include a pro rata assignment of its rights and obligations under the Liquidity Agreement. The consent of VFCC (and, if no Amortization Event then exists, the Borrower, which consent shall not be unreasonably withheld or delayed) shall be required prior to the effectiveness of any such assignment. Each assignee of a Liquidity Bank must (i) no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender or an Affiliate of another Lender; Eligible Assignee and (ii) agree to deliver to the Agent, promptly following any partial assignment request therefor by the Agent or VFCC, an enforceability opinion in form and substance satisfactory to the Agent and VFCC. Upon delivery of an executed Assignment Agreement to the Agent, such selling Liquidity Bank shall be in an amount at least equal released from its obligations hereunder and under the Liquidity Agreement to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery extent of such instrument and payment by such Assignee to such transferor Lender of an amount equal to assignment. Thereafter the purchase price agreed between such transferor Lender and such Assignee, such Assignee Purchasing Liquidity Bank shall be deemed to for all purposes be a Lender Liquidity Bank party to this Agreement and the Liquidity Agreement and shall have all the rights and obligations of a Lender with a Commitment Liquidity Bank hereunder and thereunder to the same extent as set forth in such Assignment if it were an original party hereto and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, thereto and no further consent or action by any party the Borrower, the Lenders or the Agent shall be required. Upon The Agent shall give the consummation Borrower and the Servicer prior notice of any each assignment pursuant to made under this subsection Section.
(c)) Each of the Liquidity Banks agrees that in the event that it shall suffer a Downgrading Event, such Downgraded Liquidity Bank shall be obliged to notify the Agent, the transferor LenderBorrower and the Servicer thereof and shall be obliged, at the request of VFCC or the Agent, to (i) collateralize its Commitment and its Liquidity Commitment in a manner acceptable to the Agent, or (ii) assign all of its rights and obligations hereunder and under the Liquidity Agreement to an Eligible Assignee nominated by the Agent or a Loan Party and the Borrower shall make appropriate arrangements so the new Notes are issued acceptable to the Assignee and such transferor LenderVFCC (and, as appropriate. In connection with any such assignmentif no Amortization Event then exists, the transferor Lender shall pay to the Agent an administrative fee for processing such assignment in the amount of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent which consent shall not be unreasonably withheld or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth delayed) and willing to participate in this Agreement and the Liquidity Agreement through the Liquidity Termination Date in the place of such Downgraded Liquidity Bank; provided that the Downgraded Liquidity Bank receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such Liquidity Bank’s Pro Rata Share of the Obligations owing to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require Liquidity Banks.
(d) No Loan Party may assign any of its rights or obligations under this Agreement without the prior written consent of the Borrower Agent and each of the Requisite LendersLenders and without satisfying the Rating Agency Condition.
Appears in 2 contracts
Samples: Credit and Security Agreement (Zep Inc.), Credit and Security Agreement (Acuity Brands Inc)
Assignments. Any Lender (i) Subject to Section 4.13, any Purchaser may with the prior written consent of the Agent and the Borrower (which consent in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a any portion of its such Purchaser’s Notes, together with all related rights and obligations under this Agreement of such Purchaser hereunder, including for the avoidance of doubt, the rights of such Purchaser to purchase additional Notes and any unfunded commitment of such Purchaser. Any purported assignment to any Person that is not an Eligible Assignee in accordance with the Notes; provided, however, (i) no such consent by the Borrower definition thereof shall be required null and void. The amount of any such assignment (x) determined as of the date of the applicable Assignment Agreement or, if a Default or Event “Trade Date” is specified in such Assignment Agreement, as of Default such Trade Date) shall exist or be in a minimum aggregate amount equal to $1,000,000 (y) in the case of unless such assignment is made to an assignment to another Lender existing Purchaser or an Affiliate or Approved Fund of another Lenderany existing Purchaser or is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in the outstanding Notes); provided that, in connection with simultaneous assignments to two or more Affiliated Persons, including related Approved Funds, such Affiliated Persons and Approved Funds shall be treated as one assignee for purposes of determining compliance with the minimum assignment size referred to above. The Issuer and the Purchasers shall be entitled to continue to deal solely and directly with such Purchaser in connection with the interests so assigned to an Eligible Assignee until the Purchasers shall have received and accepted an effective Assignment Agreement executed, delivered and fully completed by the applicable parties thereto.
(ii) any partial assignment shall be in an amount at least equal to $10,000,000 From and after giving effect to such assignment the assigning Lender retains a Commitment, or if date on which the Commitments conditions described above have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, met and recordation in the register described in paragraph (iii) each below, (A) such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Eligible Assignee shall be deemed automatically to be have become a Lender party hereto and, to this Agreement and the extent of the interests assigned to such Eligible Assignee pursuant to such Assignment Agreement, shall have all the rights and obligations of a Lender with a Commitment as set forth in Purchaser hereunder and (B) the assigning Purchaser, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption Agreement, and the transferor Lender shall be released from its rights and obligations hereunder (other than those that survive termination pursuant to a corresponding extent, and no further consent or action by any party shall be requiredSection 12.1). Upon the consummation request of any assignment the Eligible Assignee (and, as applicable, the assigning Purchaser) pursuant to this subsection an effective Assignment Agreement, each Issuer shall execute and deliver to such Eligible Assignee (cand, as applicable, the assigning Purchaser) Notes in the aggregate principal amount of the Eligible Assignee’s Notes (and, as applicable, Notes in the principal amount of the Notes retained by the assigning Purchaser). Upon receipt by the assigning Purchaser of such Note (or commitments, as applicable), the transferor Lenderassigning Purchaser shall promptly return to the Issuer any prior Note held by it.
(iii) The Issuer shall maintain at its offices a copy of each Assignment Agreement delivered to it and a register for the recordation of the names and addresses of each Purchaser, the Agent and the Borrower shall make appropriate arrangements so commitments of, and principal amount and interest of the new Notes are issued owing to, such Purchaser pursuant to the Assignee terms hereof. The entries in such register shall be conclusive, absent manifest error, and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall pay Issuer and the Purchasers may treat each Person whose name is recorded therein pursuant to the Agent an administrative fee terms hereof as a Purchaser hereunder for processing all purposes of this Agreement. Such register shall be available for inspection by any Purchaser (provided that each Purchaser’s right of inspection shall be limited to information about such Purchaser), at any reasonable time upon reasonable prior notice to the Issuer. Any assignment in may be effected only upon the amount of $4,500. Anything registration thereof as provided in this paragraph (iii).
(iv) Notwithstanding the foregoing provisions of this Section to the contrary notwithstanding12.6(a) or any other provision of this Agreement, no Lender any Purchaser may assign at any time pledge or participate any grant a security interest in any Loan held by it hereunder to the Borrower, the Parent all or any portion of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in its rights under this Agreement to the contrarysecure obligations of such Purchaser, an assignment by a Lender including any pledge or grant to secure obligations to a Person who is not an Eligible Assignee Federal Reserve Bank or to a trustee as security for the benefit of its noteholders, other security holders or creditors of a Purchaser; provided that no such pledge or grant shall require the written consent release such Purchaser from any of the Borrower and the Requisite Lendersits obligations hereunder or substitute any such pledgee or grantee for such Purchaser as a party hereto.
Appears in 2 contracts
Samples: Amendment to Atw Notes and Warrants (Faraday Future Intelligent Electric Inc.), Securities Purchase Agreement (Faraday Future Intelligent Electric Inc.)
Assignments. Any Lender The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby. Borrower may with not assign its rights and obligations under this Agreement, or any portion thereof, without the prior written consent of the Agent and the Borrower Lender (which consent in each case, shall not be unreasonably withheld) at any time withheld or delayed), except that, the consent of Lender shall not be required for an assignment pursuant to a merger or consolidation for which Lender’s consent is not required under Section 5.02(c). Lender may assign to one or more Eligible Assignees any Person (each each, an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes(including, but not limited to, all or a portion of any Advance); provided, however, (i) no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender or an Affiliate of another Lender; (ii) that any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) each such assignment shall be effected by means subject to the following conditions:
(a) The parties to an assignment shall execute the Assignment and Assumption and deliver a copy of such Assignment and Assumption to Borrower. Subject to the delivery of an Assignment and Assumption Agreement. Upon execution to Borrower, from and delivery of after the effective date specified in such instrument Assignment and payment by such Assumption, the Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee thereunder shall be deemed to be a Lender party to this Agreement and, to the extent of the interest assigned by such Assignment and shall Assumption, have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption under this Agreement, and the transferor assignor Lender shall thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations hereunder to under this Agreement. Borrower shall maintain a corresponding extentregister for the recordation of the names and addresses of the Assignees and the Advances of, and no further consent other obligations owing to, each lender pursuant to the terms hereof from time to time (the “Register”). Borrower, Lender, and the Assignees shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes.
(b) Any assignment by Lender of rights or action by any party obligations under this Agreement that does not comply with this Section 7.06 shall be requiredtreated for purposes of this Agreement as a sale by Lender of a participation in such rights and obligations. Upon For the consummation avoidance of doubt, Lender may at any assignment pursuant time, without the consent of, or notice to, Borrower, sell participations to any Person in all or a portion of Lender’s rights and/or obligations under this subsection Agreement owing to it; provided that (c)i) Lender’s obligations under this Agreement shall remain unchanged, (ii) Lender shall remain solely responsible to Borrower hereto for the transferor Lender, the Agent performance of such obligations and the (iii) Borrower shall make appropriate arrangements so the new Notes are issued continue to the Assignee deal solely and such transferor Lender, as appropriate. In directly with Lender in connection with any such assignment, the transferor Lender shall pay to the Agent an administrative fee for processing such assignment in the amount of $4,500. Anything in Lender’s rights and obligations under this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite LendersAgreement.
Appears in 2 contracts
Samples: Margin Loan Agreement (Advent Claymore Convertible Securities & Income Fund), Margin Loan Agreement (Advent Claymore Convertible Securities & Income Fund II)
Assignments. Any Each Lender shall have the right, at any time, to sell, assign or transfer to any Eligible Assignee all or any part of its Commitment or its Pro Rata Share of the Steamboat Loan, the Canyons Loan, the Jordan Bowl Loan, the Attitash Loan, the Killington Loan and/or the Mt. Snow Loan, as the case may with be, provided that
(i) No Lender shall assign any part of its Loan prior to the Full Syndication Date without the prior written consent of the Agent and the Borrower (GSRP, which consent in each case, shall not be unreasonably withheld; after the Full Syndication Date, no consent of GSRP shall be required;
(ii) at no such sale, assignment or transfer shall, without the prior written consent of GSRP, require GSRP to file a registration statement with the Securities and Exchange Commission or apply to qualify such sale, assignment or transfer under the securities laws of any time assign state,
(iii) no such sale, assignment or transfer shall be effective unless and until an assignment agreement effecting such sale, assignment or transfer, in form and substance reasonably satisfactory to one the Administrative Agent, shall have been accepted by the Administrative Agent, and
(iv) no such sale, assignment or more Eligible Assignees (each transfer shall be effected in an “Assignee”) all or a amount of less than $1,000,000. To the extent of any such assignment in accordance with the requirements of this Section 2.6(b), the assigning Lender shall be relieved of its obligations with respect to its respective Commitment and the portion of its such Loan or Loans so assigned that corresponds to such Commitment. Upon such execution, delivery and acceptance from and after the effective date specified in the aforesaid assignment agreement, (A) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations under this Agreement and the Notes; provided, however, (i) no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment hereunder have been assigned to another Lender or an Affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect it pursuant to such assignment the assigning Lender retains a Commitmentagreement, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in hereunder that corresponds to the portion of the Loan so assigned and (B) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment assignment agreement, relinquish its rights 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 subsection (c), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall pay to the Agent an administrative fee for processing such assignment in the amount of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in under this Agreement to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent extent of the Borrower portion of such Loan or Loans so assigned. The appropriate Commitments hereunder shall be modified to reflect the acceptance of the assigned portion of the appropriate Commitment by such assignee and to reflect any remaining Commitment of such assigning Lender not so assigned and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Note to GSRP for cancellation, and thereupon new Notes shall be issued by GSRP to the assignee and to the assigning Lender, substantially in the form of Exhibits E-1, E-2, E-3, E-4, E-5, E-6, E-7, E-8, E-9, E-10, E-11 or E-12, as the case may be, attached hereto with appropriate insertions, to reflect the new appropriate Commitments of the assignee and the Requisite Lendersassigning Lender. Except as otherwise provided in this Section 2.6(b) and in Section 2.3(a)(i) hereof, no Lender shall, as between GSRP and such Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment or transfer of all or any part of its Commitment or its Pro Rata Share of the Loan.
(j) Section 2.7
Appears in 2 contracts
Samples: Loan and Security Agreement (American Skiing Co /Me), Loan and Security Agreement (Asc East Inc)
Assignments. Any Lender may with the prior written consent of the Administrative Agent and and, so long as no Default or Event of Default exists, the Borrower (which consent consent, in each case, shall not be unreasonably withheld; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 Business Days after having received notice thereof) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its Commitment and its other rights and obligations under this Agreement and the Notes; provided, however, that (i) no such consent by of the Borrower or the Administrative Agent shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an any assignment to another Lender or an Affiliate to any affiliate of another a Lender; , (ii) any partial assignment shall be in an amount at least equal to $10,000,000 5,000,000 and integral multiples of $1,000,000 in excess thereof and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,0005,000,000 and integral multiples of $1,000,000 in excess thereof, (iii) if the assigning Lender (or its Affiliate) is a Specified Derivatives Provider and if after giving effect to such assignment such Lender will hold no further Loans or Commitments under this Agreement, such Lender shall undertake such assignment only contemporaneously with an assignment by such Lender (or its Affiliate, as the case may be) of all of its Specified Derivatives Contracts to the Assignee or another Lender (or Affiliate thereof) and (iiiiv) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, 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 subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,5004,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their its respective Affiliates affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite Lenders.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (National Retail Properties, Inc.)
Assignments. Any Lender Borrower may with not assign or transfer any of its rights or obligations under any Credit Document without the prior written consent of the Agent and the Borrower (which consent in each case, shall not be unreasonably withheld) Lender. Lender may at any time time, without the consent of Borrower, assign to one or more Eligible Assignees Affiliates (each an “Assignee”) all all, or a portion proportionate part of all, of its rights and obligations under this Agreement and the Notesother Credit Documents, and such Assignee shall assume such rights and obligations, pursuant to an assignment and assumption agreement executed by such Assignee and Lender; provided, however, that any Assignee of Lender shall be required to have at the time of assignment (i) no a creditworthiness not less than the creditworthiness of Lender at such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender or an Affiliate of another Lender; time and (ii) any partial assignment a credit facility, with TCF Bank as lender and Assignee as borrower, no less favorable than Lender’s credit facility with TCF Bank and supported by the same Performance Assurance Agreement from TCF Bank furnished in connection with Lender’s credit facility with TCF Bank, and such Assignee shall be in an amount at least equal able to $10,000,000 and after giving effect to such assignment perform the assigning obligations of Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreementhereunder. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assigneeinstrument, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment commitment as set forth in such Assignment and Assumption Agreementinstrument of assumption, 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 subsection (cSection 8.05(b), the transferor Lender, the Agent Lender and the Borrower shall make appropriate arrangements so the that, if required, a new Notes are Revolving Loan Note is issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall pay existing Revolving Loan Note is returned to the Agent an administrative fee for processing such assignment in the amount of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite Lenders.
Appears in 2 contracts
Samples: Credit and Security Agreement, Credit and Security Agreement (Toro Co)
Assignments. As used in this Article IX, "assign" refers to both the assignment of benefits, rights and interests and to the transfer of duties, obligations and liabilities, and "assignment", "assignee" and "assignor" shall be construed accordingly. Subject to the provisions of Article 9.2 each of the Parties hereto shall have the right at any time to assign in whole or part its benefits, duties and obligations under this Agreement, provided, however that:
(a) No Party may assign any right, title, interest, benefit, duty or obligation in or under the Licence or this Agreement separately, it being the intent hereof that any such assignment in or under the Licence must carry with it the equivalent right, title, interest, benefit, duty and obligation in and under this Agreement, and vice versa and so that, for the avoidance of doubt, any assignment of all or part of the Party's Percentage Interest shall include such Party's corresponding interest in any Sole Risk Project and (if applicable) Sub-Area, and vice versa;
(b) Any Lender assignee must be of technical and financial standing sufficient to perform the duties and obligations hereunder to the extent of the interest and property assigned;
(c) Any assignment shall be subject to the terms and provisions of this Agreement and the assignee shall assume and agree to perform or pay the assignor's duties, obligations and liabilities hereunder to the extent of the interest assigned and whether such duties, obligations and liabilities are incurred prior to or after the effective date of such assignment;
(d) No Party may with assign its right, title, benefits, interests, duties or obligations or any part thereof without the prior written consent of each of the Agent other Parties to such assignment and the Borrower (which consent in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights terms and obligations under this Agreement and the Notes; conditions pertinent thereto provided, however, (i) no that such consent will not be unreasonably withheld if the assignee is a company or corporation which on request can demonstrate that it has adequate technical and financial resources to meet its obligations hereunder including abandonment obligations and the provisions of any necessary security for the fulfilment of the obligations under the Licence in substitution (whether in whole or in part) for the security provided by the Borrower assignor and the other provisions and conditions hereunder have been satisfied and met and provided further that a Party who fails to notify the assigning Party that it is withholding its consent on the aforesaid grounds within thirty (30) days of the such other provisions and conditions having been satisfied and met shall be required deemed to have given its consent;
(xe) if a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender or an Affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) each No such assignment shall be effected by means binding on any of an Assignment the non-assigning Parties hereto until the day on which the assignor furnishes to each of the non-assigning Parties a certified copy of the final assignment agreement(s) and Assumption Agreement. Upon execution any other documents inclusive of all terms and delivery of such instrument and payment by such Assignee conditions pertinent to such transferor Lender of an amount equal assignment such documents to include a written instrument by the assignee (in form and content to the purchase price agreed between such transferor Lender reasonable satisfaction of the Parties and such Assigneeduly executed by the assignee) undertaking, such Assignee shall be deemed to be a Lender party to accepting and assuming all of the obligations of the assignor under the Licence and this Agreement and shall have all in so far as the rights and obligations of a Lender with a 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 subsection interest assigned is concerned;
(c), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall pay to the Agent an administrative fee for processing such assignment in the amount of $4,500. Anything in this Section to the contrary notwithstanding, no Lender f) No Party may assign any right, title, interest, benefit, duty, obligation or participate any interest liability in any Loan held by it hereunder to or under the Borrower, the Parent Licence or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require without obtaining the written consent of the Borrower HA to such assignment in accordance with Article 88 of the Mineral Resources Act;
(g) Any Party assigning all or part of its Percentage Interest shall remain liable to the other Parties for all obligations attaching to the Percentage Interest assigned which are incurred or accrued prior to the effective date of such assignment, and such obligations shall in addition become the Requisite Lendersobligations of the assignee;
(h) All costs and expenses pertaining to any assignment shall be the responsibility of the assignor; and
(i) A Party may not include a clause in the assignment agreement to the effect that the agreement shall be terminated if the preferred right and option to purchase according to Article 9.2 is exercised.
Appears in 2 contracts
Samples: Joint Operating Agreement, Joint Operating Agreement
Assignments. Any Lender may with the prior written consent (a) Each of the Agent Administrative Agent, the Loan Parties and the Borrower Liquidity Banks hereby agrees and consents to the complete or partial assignment by Blue Ridge of all or any portion of its rights under, interest in, title to and obligations under this Agreement to the Liquidity Banks pursuant to the Liquidity Agreement.
(which consent in each case, shall not be unreasonably withheldb) Any Liquidity Bank may at any time and from time to time assign to one or more Eligible Assignees (each an “Assignee”each, a "PURCHASING LIQUIDITY BANK") all or a portion any part of its rights and obligations under this Agreement pursuant to an assignment agreement substantially in the form set forth in Exhibit VII (an "ASSIGNMENT AGREEMENT") executed by such Purchasing Liquidity Bank and such selling Liquidity Bank; PROVIDED, HOWEVER, that any assignment of a Liquidity Bank's rights and obligations hereunder shall include a pro rata assignment of its rights and obligations under the Notes; provided, however, Liquidity Agreement. The consent of Blue Ridge shall be required prior to the effectiveness of any such assignment. Each assignee of a Liquidity Bank must (i) no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender or an Affiliate of another Lender; Eligible Assignee and (ii) agree to deliver to the Administrative Agent, promptly following any partial assignment request therefor by the Administrative Agent or Blue Ridge, an enforceability opinion in form and substance satisfactory to the Administrative Agent and Blue Ridge. Upon delivery of an executed Assignment Agreement to the Administrative Agent, such selling Liquidity Bank shall be in an amount at least equal released from its obligations hereunder and under the Liquidity Agreement to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery extent of such instrument and payment by such Assignee to such transferor Lender of an amount equal to assignment. Thereafter the purchase price agreed between such transferor Lender and such Assignee, such Assignee Purchasing Liquidity Bank shall be deemed to for all purposes be a Lender Liquidity Bank party to this Agreement and the Liquidity Agreement and shall have all the rights and obligations of a Lender with a Commitment Liquidity Bank hereunder and thereunder to the same extent as set forth in such Assignment if it were an original party hereto and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, thereto and no further consent or action by any party Borrower, the Lenders or the Administrative Agent shall be required. Upon the consummation of any assignment pursuant to this subsection .
(c)) Each of the Liquidity Banks agrees that if it shall suffer a Downgrading Event, such Downgraded Liquidity Bank shall be obliged, at the transferor Lenderrequest of Blue Ridge or the Administrative Agent, the Agent to (i) collateralize its Commitment and the Borrower shall make appropriate arrangements so the new Notes are issued its Liquidity Commitment in a manner acceptable to the Administrative Agent, or (ii) assign all of its rights and obligations hereunder and under the Liquidity Agreement to an Eligible Assignee nominated by the Administrative Agent or a Loan Party and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall pay acceptable to the Agent an administrative fee for processing such assignment in the amount of $4,500. Anything in this Section Blue Ridge and willing to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement and the Liquidity Agreement through the Liquidity Termination Date in the place of such Downgraded Liquidity Bank; PROVIDED THAT the Downgraded Liquidity Bank receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such Liquidity Bank's Pro Rata Share of the Obligations owing to the contraryLiquidity Banks.
(d) Except in connection with a Permitted Restructuring, an assignment by a Lender to a Person who is not an Eligible Assignee shall require no Loan Party may assign any of its rights or obligations under this Agreement without the prior written consent of the Borrower Administrative Agent and each of the Requisite LendersLenders and without satisfying the Rating Agency Condition.
Appears in 2 contracts
Samples: Credit and Security Agreement (Spherion Corp), Credit and Security Agreement (Spherion Corp)
Assignments. Any (i) The Lender may with may, upon obtaining the prior written consent of the Agent and the Borrower (which consent in each caseBorrower, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement hereunder pursuant to an Assignment and the NotesAcceptance to another bank or financial institution; provided, however, provided that (iA) no such consent by the Borrower shall be unreasonably withheld or delayed and (B) no such consent shall be required (x) if a Default or with respect to any assignment by the Lender to its Affiliate and no such consent shall be required from the Borrower after the occurrence and during the continuation of any Event of Default Default. Any assignment hereunder shall exist or be effective upon execution by all necessary parties of the applicable Assignment and Acceptance. The assigning Lender will give prompt notice to the Borrower of any such assignment. Upon the effectiveness of any such assignment (y) in and after notice to the case Borrower as provided herein), the assignee shall become a “Lender” for all purposes of an assignment this Credit Agreement and the other Credit Documents and, to another the extent of such assignment, the assigning Lender or an Affiliate shall be relieved of another Lender; its obligations hereunder to the extent of the Loans and Commitment components being assigned.
(ii) any partial assignment shall be in an amount at least equal Subject to $10,000,000 acceptance and recording thereof pursuant to paragraph (a)(iii) below, from and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) effective date specified in each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery the Assignee thereunder shall be a party hereto and, to the extent of such instrument and payment the interest assigned by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender Assignment and such AssigneeAssumption, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption under this Credit Agreement, and the transferor assigning Lender shall thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations hereunder 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 corresponding extentparty hereto but shall continue to be entitled to the benefits of Sections 2.5, 2.7, 2.8 and 7.4 in respect of the period that it was a Lender). Any assignment or transfer by the Lender of rights or obligations under this Credit Agreement that does not comply with this Section 7.2 shall be treated for purposes of this Credit Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.
(iii) The Borrower shall maintain a register at one of its offices (the “Register”) on which it will record the Commitments from time to time of each of the Lender and each repayment in respect of the principal amount and stated interest of such Commitments of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations under this Credit Agreement. The entries in the Register shall be conclusive absent manifest error, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall pay to the Agent an administrative fee for processing such assignment in the amount of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite LendersLender shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Credit Agreement. 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, Credit Agreement (China Biologic Products, Inc.)
Assignments. Any Lender may with (a) Borrower shall not be permitted to assign this Amended Agreement without the prior written consent of the Agent Lender and the Borrower any purported assignment in violation of this Section 13.01 shall be null and void.
(which consent in each case, shall not be unreasonably withheldb) Lender may at any time assign to one all its rights and obligations hereunder in whole or more Eligible Assignees in part (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes); provided, however, that to the extent rights and obligations hereunder are assigned to more than one Assignee, Agent shall be designated as the agent of all Assignees and any and all obligations of Borrower under this Amended Agreement shall thereafter be coordinated through such agent so that Borrower shall not be required to perform its obligations hereunder for, or on behalf of, multiple Assignees.
(c) The parties to each assignment shall execute and deliver to Borrower a written instrument of assignment in the form set forth in Exhibit L, containing the agreement of the assignee to be bound by the terms of this Amended Agreement (an “Assignment and Acceptance”). Upon the effectiveness of a permitted assignment hereunder, (i) no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) each reference in the case of an assignment this Amended Agreement to another Lender or an Affiliate of another “Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee ” shall be deemed to be a reference to the assignor and the assignee to the extent of their respective interests, (ii) such assignee shall be a Lender party to this Amended Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Agreement, and (iii) the transferor Lender assignor shall be released from its obligations hereunder to a corresponding extentextent of the assignment, and no further consent or action by any party shall be required. Upon .
(d) In the consummation event there are multiple Lenders, all payments of principal, interest, fees and any other amounts payable pursuant to the Loan Documents shall be allocated on a pro rata basis among the Lenders according to their proportionate interests in the applicable Loans.
(e) Borrower shall, from time to time at the request of the Lender, execute and deliver any documents that are necessary to give full force and effect to an assignment permitted hereunder, including new Notes in exchange for the Notes held by the Lender.
(f) 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 Loans of any assignment pursuant to this subsection (c)Tranche, the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall pay to the Agent an administrative fee for processing such assignment in the amount of $4,500. Anything in this Section the Loans of the assigning Lender subject to each such assignment (determined as of the contrary notwithstandingdate the Assignment and Acceptance with respect to such assignment is delivered to Borrower) shall not be less than [*****] unless Borrower otherwise consents, provided that no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written such consent of the Borrower shall be required if a Default has occurred and the Requisite Lendersis continuing.
Appears in 2 contracts
Samples: Loan Agreement (Dyax Corp), Loan Agreement (Dyax Corp)
Assignments. Any Lender may with the prior written consent of the Agent and the Borrower (which consent in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the NotesLoans at the time owing to it); provided, however, provided that:
(ia) no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender or an Affiliate of another Lender; (ii) any each partial assignment shall be in made as an amount at least equal to $10,000,000 and after giving effect to such assignment of a proportionate part of all the assigning Lender retains a Lender’s rights and obligations under this Credit Agreement with respect to the Loans or the Commitment, as applicable, assigned;
(b) any assignment of a Commitment must be approved by the Administrative Agent (whether or if not the Commitments have been terminated, holds Notes having proposed assignee is itself a Lender with a Commitment or would otherwise qualify as an aggregate outstanding principal balance, of at least $10,000,000, and Eligible Assignee); and
(iiic) the parties to each such assignment shall be effected by means of execute and deliver to the Administrative Agent an Assignment and Assumption AgreementAcceptance. Upon execution Subject to acceptance and delivery of such instrument recording thereof by the Administrative Agent pursuant to Section 13.3, from and payment by such after the effective date specified in each Assignment and Acceptance, the Eligible Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee thereunder shall be deemed to be a Lender party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and shall Acceptance have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption under this Credit Agreement, and the transferor assigning Lender shall thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations hereunder 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 corresponding extent, and no further consent or action by any party hereto) but shall continue to be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so the new Notes are issued entitled to the Assignee benefits of (i) Sections 4.1.2, 4.3 and such transferor Lender, as appropriate. In connection with any 4.4 and (ii) Section 13.3 notwithstanding such assignment, the transferor Lender shall pay with respect to facts and circumstances occurring prior to the Agent an administrative fee for processing effective date of such assignment. Any assignment in the amount of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment transfer by a Lender to 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 Person who is not an Eligible Assignee shall require the written consent sale by such Lender of the Borrower a participation in such rights and the Requisite Lendersobligations in accordance with Section 13.4.
Appears in 2 contracts
Samples: Senior Secured Credit Agreement (Borders Group Inc), Senior Secured Credit Agreement (Pershing Square Capital Management, L.P.)
Assignments. Any Lender (a) This Agreement and the other Funding Documents shall be binding upon and inure to the benefit of each Obligor and the Agent and each Holder and their respective successors and assigns; provided, however, that (i) none of the Obligors may with assign or transfer any of their rights or obligations hereunder, or under any of the other Funding Documents, without the prior written consent of each Holder and any such purported assignment without the Agent Holders’ prior written consent shall be null and void, (ii) the Borrower (which consent in each case, shall Warrants issued to the Holders hereunder may not be unreasonably withheldtransferred except as provided therein and (iii) at any time assign the shares of Preferred Stock issued to the Holders hereunder may not be transferred except in compliance with the Security Holders Agreement.
(b) Each Holder may sell to one or more Eligible Assignees (each an “Assignee”) other Persons all or a portion of its rights and obligations under this Agreement and the other Note Documents (including, without limitation, all or a portion of its Notes; provided).
(c) The Agent shall, howeveron behalf of the Issuer, maintain, or cause to be maintained at the Payment Office, a register (ithe “Register”) no such consent by for the Borrower recordation of the names and addresses of the Holders of the Notes, and principal amount of the Notes (the “Registered Notes”) owing to each Holder from time to time. The entries in the Register shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender or an Affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 conclusive and after giving effect to such assignment the assigning Lender retains a Commitmentbinding for all purposes, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Agreementabsent manifest error, 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 subsection (c), the transferor LenderIssuer, the Agent and the Borrower Holders shall make appropriate arrangements treat each Person whose name is recorded in the Register as a Holder hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Issuer and any Holder at any reasonable time and from time to time upon reasonable prior notice. In the case of any assignment by a Holder to an Affiliate of such Holder, or a fund or account managed by such Holder or an Affiliate of such Holder, and in which such assignment is not recorded in the Register, the assigning Holder shall maintain a comparable register to the Register.
(d) A Registered Note (and the registered note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each registered note shall expressly so provide). Any assignment or sale of all or part of such Registered Note (and the registered note, if any, evidencing the same) may be effected only by registration of such assignment or sale on the Register, together with the surrender of the registered note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such registered note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new Notes are registered notes in the same aggregate principal amount shall be issued to the Assignee designated assignee(s) or transferee(s). Prior to the registration of assignment or sale of any Registered Note (and such transferor Lenderthe registered note, as appropriate. In connection with any such assignmentif any, evidencing the same), the transferor Lender Agent shall pay to treat the Agent an administrative fee Person in whose name such Registered Note (and the registered note, if any, evidencing the same) is registered as the owner thereof for processing such assignment in the amount purpose of $4,500. Anything in this Section to the contrary notwithstandingreceiving all payments thereon and for all other purposes, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement notwithstanding notice to the contrary, an assignment by a Lender to a .
(e) Any foreign Person who purchases or is not an Eligible Assignee assigned or participates in any portion of such Registered Note shall require provide the written consent of the Borrower Agent and the Requisite LendersHolder with a completed Internal Revenue Service Form W-9 OR W-8BEN (Certificate of Foreign Status), as applicable, or a substantially similar form for such purchaser, participant or any other affiliate who is a holder of beneficial interests in the Registered Note.
Appears in 2 contracts
Samples: Securities Purchase Agreement (FriendFinder Networks Inc.), Securities Purchase Agreement (FriendFinder Networks Inc.)
Assignments. Any Lender may with the prior written consent of the Agent 10.2.1 Subject to Section 10.1 and the Borrower (which consent in each caseother terms of this Agreement, shall not be unreasonably withheld) at any time the Lenders collectively or individually may assign to one or more Eligible Assignees (each an “Assignee”) assignees all or a portion of its their respective rights and obligations under this Agreement and the Notes; provided(including, howeverwithout limitation, (i) no such consent by the Borrower shall be required (x) if all or a Default or Event portion of Default shall exist or (y) in the case of an assignment their respective Commitments). The parties to another Lender or an Affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) each such assignment shall be effected by means of execute and deliver an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal Agreement to the purchase price agreed between Agent, for its consent (if necessary) and recording in the Register and shall pay a processing and recording fee to the Agent in the amount of $3500. After such transferor Lender execution, delivery, consent and such Assignee, such Assignee recording (i) the assignee thereunder shall be deemed to be a Lender party to this Agreement and, to the extent that rights and shall obligations hereunder have all been assigned to it, have the rights and obligations of a Lender with a Commitment as set forth in hereunder and (ii) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption Agreement, relinquish its rights, other than rights to expense reimbursement and the transferor Lender shall indemnification to which it is then entitled hereunder, and be released from its obligations hereunder under this Agreement, other than obligations in respect of which it is then in default and liabilities arising from its actions prior to the assignment. In the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a corresponding extentparty hereto.
10.2.2 The agreements of an assignee contained in an Assignment Agreement shall benefit the assigning Lender thereunder, the other Lenders and no further consent or action the Agent in accordance with the terms of the Assignment Agreement.
10.2.3 The Agent shall maintain at its address referred to herein a copy of each Assignment Agreement delivered to and acknowledged by any party it and a register for recording the names and addresses of the Lenders and the Commitment under the Credits of each Lender from time to time (the "REGISTER"). The entries in the Register shall be requiredconclusive and binding for all purposes, absent manifest error. Upon the consummation of any assignment pursuant to this subsection (c), the transferor LenderThe 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 Agreement, and need not recognize any person as a Lender unless it is recorded in the Register as a Lender. The Register shall be available for inspection by the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall pay to the Agent an administrative fee for processing such assignment in the amount of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement Lender at any reasonable time and from time to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite Lenderstime upon reasonable prior notice.
Appears in 2 contracts
Samples: Credit Agreement (Norske Skog Canada LTD), Credit Agreement (Norske Skog Canada LTD)
Assignments. Any Lender may with the prior written consent of the The Program Agreements are not assignable by Seller. Administrative Agent and the Borrower (which consent in each case, shall not be unreasonably withheld) at any Buyers may from time to time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its their rights and obligations under this Agreement and the NotesProgram Agreements pursuant to the Administration Agreement in each case only if (and subject to) the Seller having given its prior written consent to such assignment (which Seller may give or withhold in its sole and absolute discretion); provided, however, (i) no such Seller’s prior written consent by the Borrower to an assignment shall not be required (x) if a Default or an Event of Default has occurred and is continuing at the time of such assignment; provided, further that Administrative Agent shall exist maintain, solely for this purpose as a non-fiduciary agent of Seller, for review by Seller 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 (y) portion of such rights and obligations assigned. The entries in the case of an assignment to another Lender or an Affiliate of another Lender; (ii) any partial assignment Register shall be conclusive absent manifest error, and the Seller, Administrative Agent and Buyers shall treat each Person whose name is recorded in an amount at least equal the Register pursuant to $10,000,000 and after giving effect to the preceding sentence as a Buyer hereunder. Upon such assignment (in accordance with the assigning Lender retains foregoing provisions of this Section 22) and recordation in the Register, (a) such assignee shall be a Commitment, party hereto and to each Program Agreement to the extent of the percentage or if portion set forth in the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000Assignment and Acceptance, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal succeed to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the applicable rights and obligations of a Lender with a Commitment Administrative Agent and Buyers hereunder, as set forth in such Assignment and Assumption Agreementapplicable, and (b) Administrative Agent and Buyers shall, to the transferor Lender extent that such rights and obligations have been so assigned by them to another Person approved by Seller in writing (such approval to be given or withheld in Seller’s sole and absolute discretion; provided, however, Seller’s prior written approval to an assignment shall not be required if an Event of Default has occurred and is continuing at the time of such assignment) which assumes the obligations of Administrative Agent and Buyers, as applicable, be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party under the Program Agreements. Any assignment hereunder shall be requireddeemed a joinder of such assignee as a Buyer hereto. Upon Unless otherwise stated in the consummation of Assignment and Acceptance, Seller 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 assignment pursuant to prospective or actual assignee this subsection (c)Agreement, the transferor Lenderother Program Agreements, the any document or other information delivered to Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lenderand/or Buyers by Seller; provided, that, Administrative Agent or Buyers, as appropriate. In connection with any applicable, will cause such assignmentparty to execute and deliver a non-disclosure agreement whereby such party agrees to keep such information delivered by Administrative Agent or Buyers to such party confidential, the transferor Lender shall pay to the Agent an administrative fee for processing such assignment in the amount of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything on substantially similar terms as set forth in Section 32 of this Agreement to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite LendersAgreement.
Appears in 2 contracts
Samples: Master Repurchase Agreement (loanDepot, Inc.), Master Repurchase Agreement (loanDepot, Inc.)
Assignments. Any Lender may with the prior written consent of the Administrative Agent and the Borrower (which consent consent, in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “"Assignee”") all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, (i) no such consent by the Borrower shall be required (x) if a Default or Event of Potential Default shall exist or (y) in the case of an assignment to ws4E6.tmp 37 another Lender or an Affiliate affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 5,000,000.00 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes a Note having an aggregate outstanding principal balance, of at least $10,000,0005,000,000.00, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a 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 subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements arrangement so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,5004,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their its respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite Lenderssubsidiaries.
Appears in 2 contracts
Samples: Loan Agreement (CBL & Associates Properties Inc), Loan Agreement (CBL & Associates Properties Inc)
Assignments. Any Each Lender may assign any or all of its rights and obligations under the Facilities Papers to any "ELIGIBLE ASSIGNEE" -- which means (a) a commercial bank having total assets in excess of One Billion Dollars ($1,000,000,000) or (b) a finance company, insurance company or other financial institution or fund, acceptable to the Agent, that is regularly engaged in making, purchasing or investing in loans and has total assets in excess of One Billion Dollars ($1,000,000,000), in each case with the prior written consent of the Agent and the Borrower Company (which consent in each case, shall not be unreasonably withheld) at any time assign to one withheld or more Eligible Assignees delayed); provided that (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, (i1) no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender or an Affiliate of another Lender; (ii) any partial assignment shall be result in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes Lender's having an aggregate outstanding principal balanceCommitted Sum of less than Five Million Dollars ($5,000,000), (2) neither the Company nor the Agent shall have any obligation to consent to there being more than a total of at least $10,000,000ten (10) Lenders (a participant is not a Lender), and (iii3) each such assignment shall be effected substantially in the form of EXHIBIT F, with the assignor to exchange its Senior Credit Note(s) for new Senior Credit Note(s) and the Eligible Assignee to receive new Senior Credit Note(s) and with the assignor to have no further right or obligation with respect to the rights and obligations assigned to and assumed by means of an Assignment and Assumption Agreementthe Eligible Assignee. Upon The Company agrees to cooperate with the prompt execution and delivery of such instrument and payment by such Assignee documents reasonably necessary to such transferor Lender assignment process, including the issuance of an amount equal new Senior Credit Note(s) to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Agreement, assignor (if retaining an interest hereunder) and the transferor Lender shall be released from its obligations hereunder Eligible Assignee immediately upon delivery to a corresponding extent, and no further consent or action by any party shall be requiredthe Company of the assignor's Senior Credit Note(s). Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor assignee shall be a Lender shall pay to for all purposes under this Agreement and the Agent other Facilities Papers, if the assignment is an administrative fee for processing such assignment of all of the assignor's interest in the amount of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrowerand its security, the Parent assignor shall be automatically released from all of its obligations and liabilities hereunder, and, whether it is such a complete assignment or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to only a partial assignment, the contraryCommitted Sums shall be adjusted appropriately, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite Lendersparties agree to approve in writing revised and updated versions of SCHEDULES LC and FS.
Appears in 2 contracts
Samples: Senior Secured Credit Agreement (Long Beach Financial Corp), Senior Secured Credit Agreement (Long Beach Financial Corp)
Assignments. Any In addition to the assignments permitted by Section 11.3(a), each Lender may may, with the prior written consent of the Agent Borrowers, the Issuing Lender and the Borrower Administrative Agent (provided that no consent of the Borrowers shall be required during the existence and continuation of an Event of Default), which consent in each case, shall not be unreasonably withheld) at any time withheld or delayed, assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and hereunder pursuant to an assignment agreement substantially in the Notesform of Exhibit 11.3 to one or more Eligible Assignees; provided, however, provided that (i) no any such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender or an Affiliate of another Lender; (ii) any partial assignment shall be in an a minimum aggregate amount at least equal to of $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if 5,000,000 of the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, and in integral multiples of at least $10,000,000, 1,000,000 above such amount (or the remaining amount of Commitments held by such Lender) and (iiiii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery a constant, not varying, percentage of such instrument and payment by such Assignee to such transferor Lender all of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the assigning Lender’s rights and obligations under the Commitment being assigned. Any assignment hereunder shall be effective upon satisfaction of the conditions set forth above and delivery to the Administrative Agent of a Lender duly executed assignment agreement together with a Commitment as set forth in such Assignment and Assumption Agreement, and transfer fee of $3,500 payable to the transferor Lender shall be released from Administrative Agent for its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredown account. Upon the consummation effectiveness of any assignment pursuant to this subsection (c), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor 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 pay to the Agent an administrative fee for processing such assignment in the amount be relieved of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it its obligations hereunder to the Borrowerextent 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 Parent or 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 of their respective Affiliates or Subsidiaries. Notwithstanding anything 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 contraryAdministrative Agent by the terms hereof or thereof, an assignment 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 a Lender to a Person who is not an Eligible Assignee shall require the written consent terms of the Borrower this Credit Agreement and the Requisite Lendersother Credit Documents are required to be performed by it as a Lender.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Brandywine Operating Partnership Lp /Pa), Revolving Credit Agreement (Brandywine Operating Partnership Lp /Pa)
Assignments. Any Lender may with the prior written consent of the Agent and the Borrower (which consent in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) banks or other entities all or a any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, an Advance owing to it and the Notesany Note held by it); provided, however, that (i) no such consent other than any assignment by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment Lender to another Lender or an Affiliate of a Lender or to another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) each such assignment shall be effected by means subject to Borrower’s written consent, not to be unreasonably withheld or delayed (unless an Event of Default then exists, in which event the Borrower shall have no such approval right), (ii) 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 Assumption AgreementAcceptance, together with the Notes subject to such assignment, (iii) the consent of Initial Lenders shall be required, which consent shall not be unreasonably withheld or delayed, (iv) no such assignments shall be made to the Borrower or its Affiliates or any of their respective subsidiaries or any natural Person and (v) 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 lender by the Administrative Agent and (2) any tax documentation required under Section 2.11. Upon execution such execution, delivery, acceptance and delivery of such instrument recording, from and payment by such Assignee after the effective date specified in each Assignment and Acceptance (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 transferor Lender of an amount equal to the purchase price agreed between such transferor Lender Assignment and such AssigneeAcceptance, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in 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 Assumption AgreementAcceptance, relinquish its rights and the transferor Lender shall be released from its obligations hereunder to a corresponding extentunder this Agreement (and, in the case of an Assignment and no further consent Acceptance covering all or action by any party shall be required. Upon the consummation remaining portion of any assignment pursuant to such Lender’s rights and obligations under this subsection (c)Agreement, the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall pay cease to the Agent an administrative fee for processing such assignment in the amount of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiariesbe a party hereto). Notwithstanding anything set forth in this Agreement herein to the contrary, an assignment by a any Lender may assign, as collateral or otherwise, any of its rights under the Credit Documents, including to a Person who is any Federal Reserve Bank or other central bank, and this Section shall not an Eligible Assignee shall require the written consent of the Borrower and the Requisite Lendersapply to any such assignment.
Appears in 2 contracts
Samples: Credit Agreement, Senior Secured Term Loan Agreement (Seritage Growth Properties)
Assignments. Any Lender may with (a) With the prior written consent of the Agent and the Borrower (Borrower, which consent in each case, shall not be unreasonably withheld) at any time , each Lender may assign to one or more Eligible Assignees (each an “Assignee”) other Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the outstanding Loans made by it and the NotesNote or Notes held by it); provided, however, that (i) no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) except in the case of an assignment to another Lender or an Affiliate of another such Lender or a Person that, immediately prior to such assignment, was a Lender; , the amount of the Commitments of such assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to each such assignment) shall in no event be less than the lesser of (y) the aggregate Commitments of such Lender immediately prior to such assignment or (z) $5,000,000, (ii) any partial each such assignment shall be in to an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a CommitmentEligible Assignee, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) each such assignment shall be effected of an equal, pro rata percentage of such Lender's rights and obligations (including its Commitment) under each of the Term Loans and the Revolving Loans, and (iv) the parties to each such assignment will execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment, and will pay a processing fee of $3,000 to the Agent for its own account. Upon such execution, delivery, acceptance and recording of the Assignment and Acceptance, from and after the effective date specified therein (a) the assignee thereunder shall be deemed a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of such Lender hereunder with respect thereto and (b) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by means 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 and Assumption Acceptance covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
(b) By executing and delivering an Assignment and Acceptance, the assigning Lender and the assignee thereunder confirm to and agree, with each other and with the other parties hereto, as follows: (i) other than as may be provided in such Assignment and Acceptance, 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 any other Credit Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Credit Document or any other instrument or document furnished hereto or pursuant thereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of its Subsidiaries or the performance or observance by the Borrower or any of its Subsidiaries of any of their respective obligations under this Agreement or any other Credit Document or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the Financial Statements and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (iv) such assignee will, independently and without reliance upon the Agent, the 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 Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement 87 and the other Credit Documents and any other instruments and agreements referred to herein or therein, and to exercise such powers and to perform such duties hereunder and thereunder, as are specifically delegated to or required of the Agent by the terms hereof or thereof and such other powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Lender.
(c) The Agent will maintain a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitments of, and principal amount of the Loans owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.
(d) Upon execution its receipt of an Assignment and delivery Acceptance executed by an assigning Lender and an assignee, together with any Note or Notes subject to such assignment, the Agent will, if such Assignment and Acceptance has been completed and is in substantially the form of EXHIBIT A, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give notice thereof to the Borrower. Within five (5) Business Days after its receipt of such instrument notice, the Borrower, at its own expense, will execute and payment by deliver to the Agent in exchange for the surrendered Note or Notes a new Note or Notes to the order of such Assignee to such transferor Lender of assignee in an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed Commitment or Commitments assumed by it pursuant to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption AgreementAcceptance and, and to the transferor extent the assigning Lender has retained its Commitments hereunder, a new Note or Notes to the order of the assigning Lender in an amount equal to the Commitment or Commitments retained by it hereunder. Such new Note or Notes shall be released from its obligations hereunder in an aggregate principal amount equal to a corresponding extentthe aggregate principal amount of such surrendered Note or Notes, and no further consent or action by any party shall be required. Upon dated the consummation effective date of any assignment pursuant to this subsection (c), such Assignment and Acceptance and shall otherwise be in substantially the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lenderforms of EXHIBIT F or G, as appropriate. In connection with any such assignment, the transferor Lender shall pay to the Agent an administrative fee for processing such assignment in the amount of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite Lenders.
Appears in 2 contracts
Samples: Credit Agreement (Summit Holding Southeast Inc), Credit Agreement (Summit Holding Southeast Inc)
Assignments. Any Lender may with the prior written consent of the Administrative Agent and and, so long as no Default or Event of Default exists, the Borrower (which consent consent, in each case, shall not be unreasonably withheldwithheld or delayed; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 Business Days after having received notice thereof) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its Commitment and its other rights and obligations under this Agreement and the Notes; provided, however, that (i) no such consent by of the Borrower or the Administrative Agent shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an any assignment to another Lender or an Affiliate to any affiliate of another a Lender; , (ii) any partial assignment shall be in an amount at least equal to $10,000,000 5,000,000 and integral multiples of $1,000,000 in excess thereof and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,0005,000,000 and integral multiples of $1,000,000 in excess thereof, (iii) if the assigning Lender (or its Affiliate) is a Specified Derivatives Provider and if after giving effect to such assignment such Lender will hold no further Loans or Commitments under this Agreement, such Lender shall undertake such assignment only contemporaneously with an assignment by such Lender (or its Affiliate, as the case may be) of all of its Specified Derivatives Contracts to the Assignee or another Lender (or Affiliate thereof) and (iiiiv) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, 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 subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,5004,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their its respective Affiliates affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite Lenders.
Appears in 2 contracts
Samples: Credit Agreement (National Retail Properties, Inc.), Credit Agreement (National Retail Properties, Inc.)
Assignments. Any Lender may with the prior written consent of the Administrative Agent and and, so long as no Default or Event of Default exists, the Borrower (which consent consent, in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its Commitment and its other rights and obligations under this Agreement and the Notes; provided, however, that (i) no such consent by of the Borrower or the Administrative Agent shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an any assignment to another Lender or an Affiliate to any affiliate of another a Lender; , (ii) any partial assignment shall be in an amount at least equal to $10,000,000 5,000,000 and integral multiples of $1,000,000 in excess thereof and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,0005,000,000 and integral multiples of $1,000,000 in excess thereof, (iii) if the assigning Lender (or its Affiliate) is a Specified Derivatives Provider and if after giving effect to such assignment such Lender will hold no further Loans or Commitments under this Agreement, such Lender shall undertake such assignment only contemporaneously with an assignment by such Lender (or its Affiliate, as the case may be) of all of its Specified Derivatives Contracts to the Assignee or another Lender (or Affiliate thereof) and (iiiiv) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, 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 subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,5004,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their its respective Affiliates affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite Lenders.
Appears in 2 contracts
Samples: Credit Agreement (National Retail Properties, Inc.), Credit Agreement (National Retail Properties, Inc.)
Assignments. Any Lender may (a) Each Bank shall have the right at any time to assign with the prior written consent of Conseco (on behalf of the Agent Borrowers) and the Borrower Administrative Agent (which consent consent, in each case, shall will not unreasonably be unreasonably withheld) at ), to any time assign to one or more Eligible Assignees (each an “Assignee”) , all or a portion any part of its such Bank's rights and obligations under this Agreement and the each other Loan Document including its rights in respect of its Loans and Notes, if any; provided, however, (i) that no such consent by of Conseco (on behalf of the Borrower Borrowers) shall be required (x) if a Default or where any Event of Default as to Conseco, CIHC, or any CCPA Pledgor has occurred and shall exist or (y) be continuing. Any such assignment shall be pursuant to an assignment agreement, substantially in the case form of Exhibit H (an "Assignment Agreement"), duly executed by such Bank and the Eligible Assignee, and acknowledged by the Administrative Agent. Notwithstanding the foregoing, each Bank may make assignments to its Affiliates or to any Federal Reserve Bank without obtaining consent of the Administrative Agent.
(b) Each assignment shall be pro rata with respect to another Lender or an Affiliate all rights and obligations of another Lender; (ii) any partial the assigning Bank including the Loans and the Notes, if any. Each assignment shall be in an amount at least equal to or in excess of $10,000,000 and after giving effect to such assignment 5,000,000 (except for assignments of the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal entire unpaid balance, if less than $5,000,000, of at least $10,000,000the Loans of a Bank or assignments to existing Banks). In the case of any such assignment, and (iii) each such assignment shall be effected by means upon the fulfillment of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assigneeconditions in Section 12.1(c), such Assignee this Agreement shall be deemed to be amended to the extent, and only to the extent, necessary to reflect the addition of such Eligible Assignee, and such Eligible Assignee shall for all purposes be a Lender Bank party to this Agreement hereto and shall have all have, to the extent of such assignment, the same rights and obligations as a Bank hereunder.
(c) An assignment shall become effective hereunder when all of a Lender with a Commitment as set forth in such the following shall have occurred:
(i) the Assignment and Assumption Agreement, Agreement shall have been executed by the assigning Bank and the transferor Lender Eligible Assignee,
(ii) the Assignment Agreement shall have been acknowledged by the Administrative Agent and, where applicable, by Conseco (on behalf of the Borrowers),
(iii) either the assigning Bank or the Eligible Assignee shall have paid a processing fee of $3,000 to the Administrative Agent for its own account; provided that the Eligible Assignee shall be released solely responsible for such processing fee with respect to any assignment pursuant to Sections 5.8 and 13.2, and
(iv) the assigning Bank and the Administrative Agent shall have agreed upon a date upon which such assignment shall become effective. Upon such assignment becoming effective, the Administrative Agent shall forward all payments of interest, principal, fees and other amounts that would have been made to the assigning Bank, in proportion to the percentage of the assigning Bank's rights transferred, to the Eligible Assignee.
(d) Upon the effectiveness of any assignment, the assigning Bank shall be relieved from its obligations hereunder to a corresponding the extent of the obligations so assigned (except to the extent, and no further consent if any, that any Borrower, any other Bank or action by any party shall be required. Upon the consummation Administrative Agent have rights against such assigning Bank as a result of any assignment pursuant to default by such Bank under this subsection (cAgreement), . Promptly following the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such effectiveness of each assignment, the transferor Lender Administrative Agent shall pay furnish to the Agent an administrative fee for processing Borrowers and each Bank a revised Schedule 2.1, revised to reflect such assignment in the amount of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite Lendersassignment.
Appears in 2 contracts
Samples: Guaranty (Conseco Inc), Guaranty (Conseco Inc)
Assignments. Any Lender (i) Neither the Borrower nor any Guarantor may with 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 (which consent in or any Guarantor therefrom unless the Administrative Agent, the Issuing Bank, the Swing Loan Lender and each caseBank, as applicable, shall not have consented to such release in a writing specifically referring to the obligation from which the Borrower or such Guarantor is to be unreasonably withheldreleased.
(ii) at any Each Bank may from time to time assign to one any or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the NotesLoan Documents to one or more Persons; providedprovided that, howeverexcept in the case of the grant of a security interest to a Federal Reserve Bank (which may be made without condition or restriction), (i) no such consent assignment shall be effective unless (A) the assignment is consented to by the Borrower shall be required (x) if a Default or unless an Event of Default exists) the Issuing Bank, the Swing Loan Lender and the Administrative Agent, such consents not to be unreasonably withheld, (B) in the case of a partial assignment, the assignment shall exist or involve the assignment of not less than $5,000,000 of the assignor Bank's Commitment, (yC) a Notice of Assignment with respect to the assignment, duly executed by the assignor and the assignee, shall have been given to the Borrower, the Issuing Bank, the Swing Loan Lender and the Administrative Agent and (D) except in the case of an assignment to another Lender or an Affiliate of another Lender; (ii) any partial assignment by the Bank that is the Administrative Agent, the Administrative Agent shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having paid an aggregate outstanding principal balance, assignment fee of at least $10,000,000, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement3,500. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to any effective assignment, the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Agreement, and the transferor Lender assignor shall be released from the obligations so assigned and, in the case of an assignment of all of its obligations hereunder Loans and Commitment, shall cease to be a corresponding extent, and no further consent or action by any party shall be requiredBank. Upon In the consummation event of any effective assignment pursuant to this subsection (c)by a Bank, the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so the issue a new Notes are issued Note to the Assignee and such transferor Lenderassignee Bank (against, as appropriate. In connection with any such other than in the case of a partial assignment, receipt of the transferor Lender shall pay to existing Note of the Agent an administrative fee for processing such assignment in the amount of $4,500assignor Bank). Anything Nothing in this Section 9.10 shall limit the right of any Bank to the contrary notwithstanding, no Lender may assign or participate any its interest in any Loan held by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by a Lender Loans and its Note to a Person who is not an Eligible Assignee shall require the written consent Federal Reserve Bank as collateral security under Regulation A of the Borrower and Board of Governors of the Requisite LendersFederal Reserve System, but no such assignment shall release such Bank from its obligations hereunder.
Appears in 2 contracts
Samples: Credit Agreement (Garden State Newspapers Inc), Credit Agreement (Garden State Newspapers Inc)
Assignments. Any Lender may with the prior written consent of the Agent and the Borrower (which consent in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, (i) no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender or an Affiliate affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a 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 subsection (c), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall pay to the Agent an administrative fee for processing such assignment in the amount of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their its respective Affiliates affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite Lenders.
Appears in 2 contracts
Samples: Credit Agreement (Washington Real Estate Investment Trust), Credit Agreement (Washington Real Estate Investment Trust)
Assignments. Any Lender may From time to time following the date hereof, each Holder may, in consultation with Issuer (except during the prior written consent existence of a Default or Event of Default or in the Agent and the Borrower (which consent in each casecase of assignment to any Holder or an Affiliate of any Holder), shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a any portion of its rights and obligations under this Agreement and the NotesAgreement; provided, however, provided that (ia) no such consent by the Borrower assignment shall be required evidenced by an assignment agreement, a copy of which shall be furnished to Issuer; (xb) if a Default or Event of Default shall exist or (y) except in the case of an assignment to another Lender any Holder or an Affiliate of another Lenderany Holder or of the entire remaining rights and obligations of the assigning Holder under this Agreement, the assignment shall not assign a portion of such assigning Holder’s Note owing to such assigning Holder that is equivalent to less than $1,000,000; (iic) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment is accompanied by a transfer of the assigning Lender retains a Commitment, Holder’s pro rata interests in the Warrants corresponding to the Notes (or if portions thereof) being assigned to the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, same assignee (but only to the extent such Warrants are still outstanding); and (iiid) each the effective date of any such assignment shall be effected by means of an Assignment and Assumption Agreementas specified in the assignment agreement, but not earlier than the date which is five (5) Business Days after the date Issuer has received the assignment agreement. Upon execution and delivery the effective date of such instrument assignment agreement and payment by such subject to compliance with Sections 2.3(b) and 2.6(a), the Eligible Assignee to such transferor Lender named therein shall be a Holder for all purposes of an amount equal this Agreement and, to the purchase price agreed between extent of such transferor Lender and such Assigneeassignment, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Agreement, and the transferor Lender assigning Holder shall be released from its further 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 under this subsection (c), the transferor Lender, the Agent Agreement and the Borrower other Note Documents. Issuer agrees that it shall make appropriate arrangements so execute and deliver (against delivery by the new Notes are issued assigning Holder to Issuer of its Notes) to such assignee Holder, a Note evidencing the principal balances assigned to such assignee Holder thereunder, and, if applicable, to the Assignee and such transferor Lenderassigning Holder, as appropriate. In connection a Note evidencing the principal balances thereunder retained by the assigning Holder in accordance with any such assignment, the transferor Lender shall pay to the Agent an administrative fee for processing such assignment in the amount of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite Lenders2.6.
Appears in 2 contracts
Samples: Note Purchase Agreement (Morgan Stanley), Note Purchase Agreement (Full Alliance International LTD)
Assignments. Any Lender may with Each Limited Partner expressly agrees that he will not assign, transfer or dispose of, by gift or otherwise, any of his Interest or any part of all of his right, title and interest in the prior capital or profits of the Partnership without the written consent of the Agent and General Partner. No transfer of Interests may be made without the Borrower (which written consent in each case, shall not of the General Partner. No assignment or transfer will be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and permitted unless the Notes; provided, however, General Partner is satisfied that:
(i) no such consent by the Borrower shall be required (x) if a Default assignment or Event transfer would not violate the Securities Act of Default shall exist 1933 or (y) in the case laws of an assignment to another Lender or an Affiliate of another Lender; any state;
(ii) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to notwithstanding such assignment or transfer, the assigning Lender retains Partnership shall continue to be classified as a Commitmentpartnership and not a corporation or association under the Code; and
(iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i), or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) and (iii) each above. All costs related to such assignment transfer (including attorney’s fees) shall be effected borne by means the assignor/transferor. If an assignment, transfer or disposition occurs by reason of an Assignment the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and Assumption Agreementshall be supported by proof of legal authority as may reasonably be requested by the General Partner. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal Any request for assignment or transfer shall be in writing to the purchase price agreed between such transferor Lender General Partner. The written notice required by this paragraph shall specify the name and such Assigneeaddress of the assignee and the date of assignment, such Assignee shall be deemed include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a Lender party substituted Limited Partner, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be wxxxxx futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and obligations powers and shall be subject to all the restrictions and liabilities of his assignor; provided, however, that a Lender substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a Commitment substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in such Assignment the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and Assumption Agreementshall not have any of the rights of a Limited Partner, and except that the transferor Lender assignee shall be released from its obligations hereunder entitled to a corresponding extent, receive that share of capital or profits and no further consent or action by any party shall be requiredhave the right of redemption to which his assignor would otherwise have been entitled. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Agent and the Borrower An assigning Limited Partner shall make appropriate arrangements so the new Notes are issued remain liable to the Assignee and such transferor Lender, Partnership as appropriate. In connection with any such assignment, the transferor Lender shall pay to the Agent an administrative fee for processing such assignment provided in the amount Act, regardless of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by whether his assignee becomes a Lender to a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite Lenderssubstituted Limited Partner.
Appears in 2 contracts
Samples: Agreement of Limited Partnership (Winton Futures Fund Lp (Us)), Agreement of Limited Partnership (Winton Futures Fund Lp (Us))
Assignments. Any Lender may with the prior written consent of the Administrative Agent and the Borrower (which consent consent, in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the NotesNote; provided, however, (i) no such consent by the Borrower shall be required (x) if a Default or Event of Potential Default shall exist or (y) in the case of an assignment to another Lender or an Affiliate affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 10,000,000.00 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes a Note having an aggregate outstanding principal balance, of at least $10,000,00010,000,000.00, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a 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 subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements arrangement so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,5004,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their its respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite Lenderssubsidiaries.
Appears in 2 contracts
Samples: Loan Agreement (Chesapeake Lodging Trust), Loan Agreement (Chesapeake Lodging Trust)
Assignments. Any Lender may with (a) The Borrower shall not be permitted to assign this Agreement without the prior written consent of the Agent Lender and the Borrower any purported assignment in violation of this Section 14.01(a) shall be null and void.
(which consent in each case, shall not be unreasonably withheldb) The Lender may at any time assign all its rights and obligations hereunder in whole or in part to one a financial institution, institutional investor or more Eligible Assignees commercial paper conduit (each each, an “Assignee”); provided that, at any time, there shall be no more than three Lenders.
(c) all or The parties to each assignment shall execute and deliver to the Borrower a portion written instrument of its rights and obligations under assignment in the form set forth in Exhibit G, containing the agreement of the assignee to be bound by the terms of this Agreement (an “Assignment and Acceptance”). Upon the Notes; provided, howevereffectiveness of a permitted assignment hereunder, (i) no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) each reference in the case of an assignment this Agreement to another Lender or an Affiliate of another “Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee ” shall be deemed to be a reference to the assignor and the assignee to the extent of their respective interests, (ii) such assignee shall be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Agreement, and (iii) the transferor Lender assignor shall be released from its obligations hereunder to a corresponding extentextent of the assignment, and no further consent or action by any party shall be required. Upon .
(d) In the consummation event there are multiple Lenders, all payments of principal, interest, fees and any assignment other amounts payable pursuant to this subsection the Loan Documents shall be allocated on a pro rata basis among the Lenders according to their proportionate interests in the Loan.
(c)e) The Borrower shall, from time to time at the transferor request of the Lender, execute and deliver any documents that are necessary to give full force and effect to an assignment permitted hereunder, including a new Note in exchange for the Agent and Note held by the Borrower shall make appropriate arrangements so Lender.
(f) Except in the new Notes are issued case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the Assignee and such transferor entire remaining amount of the assigning Lender’s Loan, as appropriate. In connection with any such assignment, the transferor Lender shall pay to the Agent an administrative fee for processing such assignment in the amount of $4,500. Anything in this Section the Loan of the assigning Lender subject to each such assignment (determined as of the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder date the Assignment and Acceptance with respect to such assignment is delivered to the Borrower) shall not be less than $5,000,000 unless the Borrower otherwise consents, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written provided that no such consent of the Borrower shall be required if a Default has occurred and the Requisite Lendersis continuing.
Appears in 2 contracts
Samples: Loan Agreement (Xoma LTD /De/), Loan Agreement (Xoma LTD /De/)
Assignments. Any Lender may with the prior written consent of the Administrative Agent and the Borrower (which such consent in each case, shall not to be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, : (i) no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender or an Affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 and (unless the assigning Lender’s entire interest is being assigned) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000; (ii) if the assigning Lender (or its Affiliate) is a Specified Derivatives Provider and if after giving effect to such assignment such Lender will hold no further Loans or Commitments under this Agreement, such Lender shall undertake such assignment only contemporaneously with an assignment by such Lender (or its Affiliate, as the case may be) of all of its Specified Derivatives Contracts to the Assignee or another Lender (or Affiliate thereof); and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Revolving Commitment and/or Loans, as the case may be, 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 subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of Four Thousand Five Hundred Dollars ($4,500). Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent Borrower or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite Lendersits Affiliates.
Appears in 2 contracts
Samples: Revolving Loan Agreement (RREEF Property Trust, Inc.), Revolving Loan Agreement (RREEF Property Trust, Inc.)
Assignments. Any Lender (a) Subject to Section 12.13, the Lenders collectively or individually may with the prior written consent of the Agent and the Borrower (which consent in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its their respective rights and obligations under this Agreement (an undivided portion thereof corresponding to the portion of the Commitment being assigned) by way of Assignment. The parties to each such Assignment shall execute and deliver an Assignment Agreement in the Notes; providedform set out in Schedule 4 to the Borrower, howeverand to the Agent for its consent and recording in the Register and, (i) no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) except in the case of an assignment to another Lender Assignment by the Lenders collectively or an Affiliate Assignment by a Lender to an affiliate of another that Lender; , shall pay a processing and recording fee of Three Thousand, Five Hundred Canadian Dollars (iiCdn.$3,500) any partial assignment to the Agent. After such execution, delivery, consent and recording the Assignee thereunder shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and, to the extent that rights and shall obligations hereunder have all been assigned to it, have the rights and obligations of a Lender with a Commitment as set forth in hereunder and the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption Agreement, relinquish its rights and the transferor Lender shall be released from its obligations hereunder under this Agreement, other than obligations in respect of which it is then in default and liabilities arising from its actions prior to the Assignment, and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a corresponding extent, and no further consent or action by any party hereto.
(b) The agreements of an Assignee contained in an Assignment Agreement shall be required. Upon benefit the consummation of any assignment pursuant to this subsection (c)assigning Lender thereunder, the transferor Lenderother Lenders, the Agent and the Borrower in accordance with the terms of the Assignment Agreement.
(c) The Agent shall make appropriate arrangements so maintain at its address referred to herein a copy of each Assignment Agreement delivered and consented to by the new Notes are issued Lender and, where required, by the Borrower and a register for recording the names and addresses of the Lenders and the Commitment of each Lender from time to time (the “Register”). The entries in the Register shall 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 Agreement, and need not recognize any Person as a Lender unless it is recorded in the Register as a Lender. The Register shall be available for inspection by any Lender or the Borrower at any reasonable time and from time to time upon reasonable prior notice.
(d) Upon its receipt of an Assignment Agreement executed by an assigning Lender and an Assignee and such transferor Lenderapproved by the Agent, as appropriate. In connection with any such assignmentand, the transferor Lender shall pay to the Agent an administrative fee for processing such assignment in the amount of $4,500. Anything in this Section to the contrary notwithstandingwhere required, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth Agent shall, if the Assignment Agreement has been completed and is in this Agreement the required form with such immaterial changes as are acceptable to the contrary, an assignment by a Lender Agent:
(i) record the information contained therein in the Register; and
(ii) give prompt notice thereof to a Person who is not an Eligible Assignee shall require the written consent of the Borrower other Lenders and the Requisite LendersBorrower, and provide them with an updated version of Schedule 5.
Appears in 2 contracts
Samples: Credit Agreement (Midamerican Funding LLC), Credit Agreement (Pacificorp /Or/)
Assignments. Any (1) Lender may with the prior written consent of the Agent and the Borrower (which consent in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees Persons (each any such Person, an “Assignee”) all or a any portion of its rights and obligations under this Agreement the Term Loan and the Notes; providedTerm Loan Commitment, howeverwith the prior written consent of Borrower, so long as no Event of Default exists (which consent shall not be unreasonably withheld or delayed and shall not be required for an assignment by Lender to an Affiliate of Lender). Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment within ten (10) Business Days after notice thereof.
(a) From and after the date on which the conditions described above have been met, (i) no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender or an Affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed automatically to be have become a party hereto and, to the extent that rights and obligations hereunder have been assigned to such Assignee pursuant to an assignment agreement between Lender party to this Agreement and the Assignee, shall have all the rights and obligations of a Lender with a Commitment as set forth in hereunder and (ii) Lender, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption Agreement, and the transferor Lender shall be released from its rights (other than its indemnification rights) and obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredhereunder. Upon the consummation request of any assignment the Assignee (and, as applicable, Lender) pursuant to this subsection (c)an effective assignment agreement, the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so the new Notes are issued execute and deliver to the Assignee and such transferor Lender(and, as appropriateapplicable, Lender) a Note in the principal amount of the Assignee’s pro rata share of the Term Loan Commitment plus the principal amount of the Assignee’s Term Loan (and, as applicable, a Note in the principal amount of the Term Loan retained by Lender). In connection with any Each such Note shall be dated the effective date of such assignment. Upon receipt by Lender of such Note, the transferor Lender shall pay return to the Agent an administrative fee for processing such assignment in the amount of $4,500. Anything in this Section to the contrary notwithstanding, no Borrower any prior Note held by it.
(b) Lender may at any time pledge or assign or participate any a security interest in any Loan held by it hereunder to the Borrower, the Parent all or any portion of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in its rights under this Agreement to the contrarysecure obligations of Lender, an including any pledge or assignment by a Lender to secure obligations to a Person who is Federal Reserve Bank, and this Section 13.13.1 shall not an Eligible Assignee apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall require the written consent release Lender from any of the Borrower and the Requisite Lendersits obligations hereunder or substitute any such pledgee or assignee for Lender as a party hereto.
Appears in 1 contract
Samples: Loan and Security Agreement (Kinsale Capital Group, Inc.)
Assignments. Any Lender may that is a party hereto as of the Closing Date shall have the right to assign a portion of such Lender's rights and obligations under this Financing Agreement to a commercial bank, commercial finance lender or other financial institution in order to effectuate the contemplated syndication of the Commitments, provided that the principal amount of loans assigned to any one institution shall not be less than $5,000,000. Under any other circumstances, with the prior written consent of the Agent and the Borrower (which consent in each casewill not unreasonably be withheld), shall not be unreasonably withheld) at any time the Lenders may assign to one or more Eligible Assignees (each an “Assignee”) all or a any portion of its their respective rights and obligations under this Financing Agreement to commercial banks, commercial finance lenders or other financial institutions, provided that (i) the principal amount of loans assigned to any one institution shall not be less than $5,000,000, and (ii) the Notes; provided, howeverCompanies jointly and severally shall pay to the Agent an assignment processing and recording fee of One Thousand Dollars ($1,000.00) for the Agent's own account. Each assignment of a Commitment hereunder must be made pursuant to an Assignment and Transfer Agreement. From and after the effective date of an Assignment and Transfer Agreement, (i) no such consent by the Borrower assignee thereunder shall be required (x) if become a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender or an Affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Financing Agreement and, to the extent that rights and obligations hereunder have been assigned to such assignee pursuant to such assignment, shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Agreementhereunder, and (ii) the transferor assigning Lender, to the extent that rights and obligations hereunder have been assigned by such Lender pursuant to such assignment, shall relinquish its rights and 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 under this subsection (c), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall pay to the Agent an administrative fee for processing such assignment in the amount of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite LendersFinancing Agreement.
Appears in 1 contract
Assignments. Any Lender (i) The Borrower may with not assign any of its rights or obligations under the Borrower Loan Documents without the prior written consent of the Administrative Agent and each Bank, and no assignment of any such obligation shall release the Borrower (which consent in therefrom unless the Administrative Agent or each caseBank, as applicable, shall not have consented to such release in a writing specifically referring to the obligation from which the Borrower is to be unreasonably withheld) at any time released; provided, however, that the Borrower may, upon the prior written consent of the Required Banks, assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this the Borrower Loan Documents to a Permitted Successor, so long as (A) no Default shall have occurred and be continuing at the time any such assignment is to be made or would result from the making of such assignment, (B) each Loan Document Representation and Warranty shall be true and correct in all material respects at and as of the time such assignment is to be made and after giving effect thereto, and (C) the Arranging Agents and the Managing Agents shall have received (1) such items described in Section 2.01(a) (other than clauses (vi) and (xii) thereof) as they shall request, in each case as of the date of such assignment and with respect to such Permitted Successor, including a pledge agreement, substantially in the form of the Pledge Agreement and with respect to the NotesCollateral, duly executed and delivered by such Permitted Successor, and (2) executed copies of all documents effecting such assignment of rights and obligations of the Borrower, in scope, form and substance satisfactory to the Required Agents.
(ii) Each Bank may from time to time assign any or all of its rights and obligations under the Loan Documents and with respect to the Collateral to one or more banks or other financial institutions with (except in the case of any assignment by a Bank to an Affiliate of such Bank) the consent of the Borrower and the Administrative Agent (which consents shall not be unreasonably withheld); provided, however, (i) that no such consent by the Borrower assignment shall be required effective unless and until (x) if a Default or Event Notice of Default Assignment with respect thereto, duly executed by the assignor and the assignee, shall exist or have been given to the Borrower and the Administrative Agent and (y) except in the case of an assignment by any Bank to another Lender or an Affiliate of another Lendersuch Bank, the Administrative Agent shall have been paid an assignment fee of $2,500; (ii) any provided further, however, that, unless the Borrower and the Administrative Agent shall have otherwise consented, no such partial assignment, other than a partial assignment by any Bank to an Affiliate of such Bank, shall be in an made or shall be effective unless (1) if such assignment is made other than to another Bank, the amount at least equal to thereof is not less than $10,000,000 5,000,000 and (2) after giving effect to such assignment and all other assignments made and participations granted by such Bank, the assigning Lender retains a CommitmentCommitment (or, or if the Commitments Total Commitment shall have been terminated, holds Notes having an aggregate outstanding principal balancethe Loans), net of at least the amount of such participations, retained by such Bank is not less than (aa) in the case of each Arranging Agent, $10,000,00035,000,000, (bb) in the case of each Managing Agent, $30,000,000 and (iiicc) in the case of each other Bank, 50% of the Commitment of such Bank hereunder in effect on the Agreement Date or, if such Bank became a Bank pursuant to an assignment, on the day it became a Bank. Any such assignment by a Bank of any or all of its obligations under the Borrower Loan Documents shall release such Bank therefrom. No such assignment by a Bank of any or all of its obligations under the Borrower Loan Documents to any Affiliate of such Bank shall obligate the Borrower to pay any amount to the assignee Bank under Section 1.12, make operable the provisions of Section 7.01(c) or (d) or entitle such assignee Bank to make a claim under Section 7.02 or 7.03 if such obligation, the operability of such clause or such claim results solely from such assignment and not from a Regulatory Change subsequent to such assignment. In the event of any such assignment by a Bank, the Borrower shall issue new Notes to the assignee Bank (against, other than in the case of a partial assignment, receipt of the applicable 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 Notes 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 be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of release such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released Bank 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 subsection (c), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall pay to the Agent an administrative fee for processing such assignment in the amount of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite Lendershereunder.
Appears in 1 contract
Assignments. Any (a) The Borrower may not assign its rights or obligations hereunder or under the Note.
(b) The Lender may with (subject in all events to the confidentiality provisions of Section 13.8) assign all or any portion of the Commitment and the Loan (i) to any of its Affiliates, without the Borrower's consent and (ii) to any other bank or other institution (each such Affiliate, bank or other institution, an "Assignee") with, so long as no Event of Default has occurred and is continuing, the prior written consent of the Agent and the Borrower (which consent in each case, shall not be unreasonably withheld) at Borrower; provided that any time assign to one or more Eligible Assignees (each an “Assignee”) all or assignment of a portion of its rights and obligations under this Agreement and the Notes; provided, however, (i) no such consent by Loan or the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender or an Affiliate of another Lender; (ii) any partial assignment Notes shall be in an amount at least equal not less than $10,000,000. The Assignee shall have, to $10,000,000 the extent of such assignment (unless otherwise provided in such assignment), the obligations, rights and after giving effect benefits of the Lender hereunder with respect to the portion of the Loan assigned to it. For all purposes of this Agreement, the Assignee shall, so long as the portion of the Loan assigned to such assignment the assigning Lender retains a CommitmentAssignee remain unpaid, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee entitled to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations benefits of a Lender this Agreement with a Commitment respect to the portion of the Loan assigned to it as set forth in such Assignment and Assumption Agreementif (and, and the transferor Lender Borrower shall be released from its obligations hereunder directly obligated to a corresponding extentsuch Assignee under this Agreement as if) such Assignee were the "Lender" for purposes of this Agreement. Accordingly, unless otherwise provided, whenever any action, waiver, notice or consent is to be provided to or by the Lender as herein specified, such action, waiver, notice or consent shall (unless otherwise expressly specified herein) also be provided to or by each Assignee. If the Loan and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c)Note are assigned in their entirety, the transferor Lender, Assignee shall become the Agent Lender hereunder and the Borrower shall make appropriate arrangements so the new Notes are issued have no further obligation to the assigning Lender.
(c) Notwithstanding the provisions of this Section 7.1, no assignment of an interest in the Loan to an entity outside the United States of America shall be effective unless the prospective Assignee and thereof certifies to the Borrower that payments to it in respect of the Loan will not be subject to withholding taxes imposed by any Official Body in the United States of America or any political subdivision or taxing authority thereof or therein or that if it is subject to such transferor withholding taxes it will not seek reimbursement or gross-up from the Borrower.
(d) If Xxxxxxx Xxxxx Mortgage Capital Inc. ("Xxxxxxx Xxxxx"), the initial Lender, as appropriate. In connection with any such assignment, assigns a portion of the transferor Lender shall pay to the Agent an administrative fee for processing such assignment Commitment or its rights in the amount of $4,500. Anything Loan or Note to multiple Lenders, then the Borrower agrees to cooperate with Xxxxxxx Xxxxx in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in amending this Agreement so as to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent provide that Xxxxxxx Xxxxx will act as agent for all of the Borrower and the Requisite Lenders.
Appears in 1 contract
Assignments. Any Lender may with the prior written consent of the Agent and the Borrower (which consent in each case, shall not be unreasonably withheld) at any time assign the Lender’s rights and obligations hereunder and under all other Loan Documents to one or more Eligible Assignees (each an “Assignee”) Assignees. Upon receipt of notice of such assignment, Borrowers shall treat the assignee as the Lender for all or a portion purposes hereunder and under the other Loan Documents. Each Eligible Assignee shall have all of its the rights and obligations benefits with respect to the Obligations, Collateral and/or Loan Documents held by it as fully as if the original holder thereof; provided that, Borrowers shall not be obligated to pay under this Agreement to any Eligible Assignee any sum in excess of the sum which Borrowers would have been obligated to pay to Lender had such assignment not been effected. Notwithstanding any other provision of a Loan Document, Lender may disclose to any Eligible Assignee all information, reports, financial statements, certificates and documents obtained under any provision of any Loan Document. Borrowers may not offset any amounts owing to any Borrower by an Eligible Assignee from any amounts owed by Borrowers to such Eligible Assignee pursuant to this Agreement. SCM Specialty Finance Opportunities Fund, L.P., acting solely for this purpose as an agent of the Borrower, shall maintain a copy of all documents related to any assignment and a register for the recordation of the names and addresses of the Lenders, and the Notes; providedprincipal amounts (and stated interest) of the Loans owing to, howevereach Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, (i) no such consent and the Borrowers and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender or an Affiliate of another Lender; (ii) and any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a 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 subsection (c), the transferor Lender, the Agent at any reasonable time and the Borrower shall make appropriate arrangements so the new Notes are issued from time to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall pay to the Agent an administrative fee for processing such assignment in the amount of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite Lenderstime upon reasonable prior notice.
Appears in 1 contract
Samples: Credit and Security Agreement (Interpace Diagnostics Group, Inc.)
Assignments. (a) Any Lender may with the prior written consent of the Agent and the Borrower (which consent in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees Persons (each any such Person, an “Assignee”) all or a any portion of its rights such Lender’s Loans and obligations under this Agreement and Commitments, with the Notes; providedprior written consent of the Administrative Agent, howeverand, (i) so long as no such consent by the Borrower shall be required (x) if a Default or Event of Default exists, the Borrower (which consents shall exist not be unreasonably withheld or (y) in the case of delayed and shall not be required for an assignment by a Lender to another a Lender or an Affiliate of another a Lender; (ii) ). Except as the Administrative Agent may otherwise agree, any partial such assignment shall be in an a minimum aggregate amount at least equal to $10,000,000 5,000,000 or, if less, the remaining Commitment and after giving effect Loans held by the assigning Lender. The Borrower and the Administrative 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 the Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit 4 hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500. No assignment may be made to any Person if at the time of such assignment the Borrower would be obligated to pay any greater amount to the Assignee than the Borrower is then obligated to pay to the assigning Lender. Any attempted assignment not made in accordance with this Section 11(f)(i) shall be treated as the sale of a participation under Section 11(f)(ii). The Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless the Borrower has expressly objected to such assignment within three Business Days after notice thereof.
(b) From and after the assigning Lender retains a Commitment, or if date on which the Commitments conditions described above have been terminatedmet, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iiii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed automatically to be have become a Lender party hereto and, to this Agreement the extent that rights and obligations hereunder have been assigned to such Assignee pursuant to such Assignment Agreement, shall have all the rights and obligations of a Lender with a Commitment as set forth in hereunder and (ii) the assigning Lender, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption Agreement, and the transferor Lender shall be released from its rights (other than its indemnification rights) and obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredhereunder. Upon the consummation request of any assignment the Assignee (and, as applicable, the assigning Lender) pursuant to this subsection (c)an effective Assignment Agreement, the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so execute and deliver to the new Notes are issued Administrative Agent for delivery to the Assignee and such transferor Lender(and, as appropriateapplicable, the assigning Lender) a Note in the principal amount of the Assignee’s Pro Rata Share of the Revolving Commitment plus the principal amount of the Assignee’s Term Loan[s] (and, as applicable, a Note in the principal amount of the Pro Rata Share of the Revolving Commitment retained by the assigning Lender plus the principal amount of the Term Loan[s] retained by the assigning Lender). In connection with any Each such Note shall be dated the effective date of such assignment. Upon receipt by the assigning Lender of such Note, the transferor assigning Lender shall pay return to the Agent an administrative fee for processing such assignment in the amount of $4,500. Anything in this Section to the contrary notwithstanding, no Company any prior Note held by it.
(c) Any Lender may at any time pledge or assign or participate any a security interest in any Loan held by it hereunder to the Borrower, the Parent all or any portion of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in its rights under this Agreement to the contrarysecure obligations of such Lender, an including any pledge or assignment by to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender to from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite Lendersparty hereto.
Appears in 1 contract
Assignments. Any Lender may with (a) Effective upon the prior written consent occurrence of the Agent Amendment Effective Date, each Assignor shall assign and delegate and each Assignee shall assume (each such assignment or assumption, an “Assignment”) such Commitments under the Borrower Restated Credit Agreement (together with all related Revolving Advances, participations in Letters of Credit and other related rights and interests under the Restated Credit Agreement) as shall be required so that the Commitment of each Consenting Lender shall be the amount set forth next to such Lender’s name on the Commitment Schedule attached to the Restated Credit Agreement. Each party hereto agrees that (1) each Assignee is purchasing and assuming the Commitments and interests purchased and assumed by it ratably from each Assignor and that each Assignor is assigning and delegating the Commitments and interests assigned and delegated by it ratably to each Assignee; (2) each Assignment shall be irrevocable and shall be made on the terms and subject to the conditions set forth on Annex I to the Form of Assignment and Assumption attached as Exhibit C to the Restated Credit Agreement (which consent in each case, terms and conditions are incorporated herein by reference); (3) this Amendment Agreement shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each constitute an “Assignee”) Assignment Agreement” for all or a portion purposes of its rights and obligations under this the Restated Credit Agreement and the Notesother Loan Documents; provided, however, (i) no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender or an Affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii4) each such assignment shall be effected the Agent hereby agrees to waive any payment of fees required by means of an Assignment and Assumption AgreementSection 12.3.3 in connection with the Assignments. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a 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 subsection (c), the transferor LenderThe Borrowers, the Agent and the Borrower shall make appropriate arrangements so the new Notes are issued Issuing Bank each hereby grant their consent to the Assignee and such transferor Lender, as appropriate. In connection with any such assignmentAssignments.
(b) Upon the occurrence of the Amendment Effective Date, the transferor Lender shall pay Borrowers will (1) prepay all outstanding Advances (other than Competitive Loans), together with all interest accrued on such Advances and, to the extent applicable, any amounts due under Section 3.4 of the Restated Credit Agreement, and (2) will borrow Floating Rate Advances under the Restated Credit Agreement and the Supplemental Credit Agreement pursuant to Borrowing Notices delivered to the Agent an administrative fee for processing on the Amendment Effective Date. Each party hereto waives all time periods otherwise required in respect of notices of such assignment in the amount of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent of the Borrower prepayments and the Requisite Lendersborrowings.
Appears in 1 contract
Assignments. Any Each Lender may may, with the prior written consent of the Agent Borrower and the Agents (provided that no consent of the Borrower (shall be required during the existence and continuation of an Event of Default), which consent in each case, shall not be unreasonably withheld) at any time withheld or delayed, assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and hereunder pursuant to an assignment agreement substantially in the Notesform of Exhibit 11.3 to one or more Eligible Assignees; provided, however, provided that (i) no any such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender or an Affiliate of another Lender; (ii) any partial assignment shall be in an a minimum aggregate amount at least equal to of $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if 5,000,000 of the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, and in integral multiples of at least $10,000,000, 1,000,000 above such amount (or the remaining amount of Commitments held by such Lender) and (iiiii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery a constant, not varying, percentage of such instrument and payment by such Assignee to such transferor Lender all of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the assigning Lender's rights and obligations under the Commitment being assigned. Any assignment hereunder shall be effective upon satisfaction of the conditions set forth above and delivery to the Administrative Agent of a Lender duly executed assignment agreement together with a Commitment as set forth in such Assignment and Assumption Agreement, and transfer fee of $5,000 payable to the transferor Lender shall be released from Administrative Agent for its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredown account. Upon the consummation effectiveness of any assignment pursuant to this subsection (c), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor 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 pay be relieved of its obligations hereunder to the Agent an administrative fee for processing extent of the Loans and Commitment components being assigned. Along such lines the Borrower agrees that upon notice of any such assignment and surrender of the appropriate Note or Notes, it will promptly provide to the assigning Lender and to the assignee separate promissory notes in the amount of $4,500their respective interests substantially in the form of the original Note or Notes (but with notation thereon that it is given in substitution for and replacement of the original Note or Notes or any replacement notes thereof). Anything By executing and delivering an assignment agreement in accordance with this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower11.3(b), the Parent or 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 of their respective Affiliates or Subsidiaries. Notwithstanding anything 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 Credit Party 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 assignee 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 Agents, 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 Agents 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 contraryAgents by the terms hereof or thereof, an assignment 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 a Lender to a Person who is not an Eligible Assignee shall require the written consent terms of the Borrower this Credit Agreement and the Requisite Lendersother Credit Documents are required to be performed by it as a Lender.
Appears in 1 contract
Assignments. Any Lender may with (a) The Seller and each Investor hereby agree and consent to the prior written consent complete or partial assignment by FALCON of all of its rights under, interest in, title to and obligations under this Agreement to the Investors pursuant to SECTION 2.1 or to any other Person, and upon such assignment, FALCON shall be released from its obligations so assigned. Further, the Seller and each Investor hereby agree that any assignee of FALCON of this Agreement or all or any of the Agent Receivable Interests of FALCON shall have all of the rights and benefits under this Agreement as if the Borrower (which consent term "FALCON" explicitly referred to such party, and no such assignment shall in each case, any way impair the rights and benefits of FALCON hereunder. The Seller shall not be unreasonably withheldhave the right to assign its rights or obligations under this Agreement.
(b) Any Investor may at any time and from time to time assign to one or more Eligible Assignees Persons (each an “Assignee”"PURCHASING INVESTORS") all or a portion any part of its rights and obligations under this Agreement pursuant to an assignment agreement, in a form and substance satisfactory to the Notes; providedAgent (the "ASSIGNMENT AGREEMENT"), however, (i) no executed by such Purchasing Investor and such selling Investor. The consent by the Borrower of FALCON shall be required (x) if a Default or Event prior to the effectiveness 41 of Default shall exist or (y) in the case any such assignment. Each assignee of an assignment Investor must have a short-term debt rating of A-1 or better by Standard & Poor's Ratings Group and P-1 by Moodx'x Xxxestors Service, Inc. and must agree to another Lender deliver to the Agent, promptly following any request therefor by the Agent or FALCON, an Affiliate enforceability opinion in form and substance satisfactory to the Agent and FALCON. Upon delivery of another Lender; (ii) any partial assignment the executed Assignment Agreement to the Agent, such selling Investor shall be in an amount at least equal released from its obligations hereunder to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery extent of such instrument and payment by such Assignee to such transferor Lender of assignment. Thereafter the Purchasing Investor shall for all purposes be an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender Investor party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment an Investor under this Agreement to the same extent as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, if it were an original party hereto and no further consent or action by any party the Seller, the Purchasers or the Agent shall be required. Upon the consummation of any assignment pursuant to this subsection .
(c) Each of the Investors agrees that in the event that it shall cease to have a short-term debt rating of A-1 or better by Standard & Poor's Corporation and P-1 by Moodx'x Xxxestors Service, Inc. (an "AFFECTED INVESTOR"), such Affected Investor shall be obliged, at the transferor Lenderrequest of FALCON or the Agent, to assign all of its rights and obligations hereunder to (x) another Investor or (y) another financial institution nominated by the Agent and the Borrower shall make appropriate arrangements so the new Notes are issued acceptable to the Assignee FALCON, and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall pay willing to the Agent an administrative fee for processing such assignment in the amount of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement through the Liquidity Termination Date in the place of such Affected Investor; provided that the Affected Investor receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such Investor's Pro Rata Share of the Capital and Discount owing to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent Investors and all accruing but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Borrower and the Requisite LendersReceivable Interests.
Appears in 1 contract
Assignments. Any Lender may with Each Participant may, without the prior written consent of the Agent and the Borrower (which consent in each caseLessee, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement hereunder pursuant to an assignment agreement substantially in the form of Exhibit I (an "Assignment and the Notes; Acceptance") to one or more Eligible Transferees, with respect to Loan Commitments and Loans or Lessor Commitments and Lessor Contributions, provided, however, (i) no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender or an Affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) that each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery a constant, not varying, percentage of such instrument and payment by such Assignee to such transferor Lender all of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the assigning Participant's rights and obligations under the Operative Agreements. In the case of assignments made by a Lender, any such assignment shall be in a minimum aggregate amount of $5,000,000 of its Loan Commitment (or the balance of such Loan Commitment, if less) and the aggregate remaining Loan Commitment of the assigning Lender shall, after giving effect to the proposed assignment, be at least $5,000,000 or if less, zero. In the case of assignments made by a Lessor, any such assignment shall be in a minimum aggregate amount of $500,000 of its Lessor Commitment (or the balance of such Lessor Commitment, if less) and the aggregate remaining Lessor Commitment of the assigning Lessor shall, after giving effect to the proposed assignment, be at least $500,000 or if less, zero. Any assignment hereunder shall be effective upon delivery to the Agent and the Agent Lessor of written notice of the assignment together with a Commitment as set forth in transfer fee of $2,500 payable by the assignor Participant or the assignee Participant to the Agent for its own account. The assigning Participant will give prompt notice to the Agent of any 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 requiredassignment. Upon the consummation effectiveness of any such assignment pursuant (and after notice to this subsection (c), and consent of the transferor LenderLessee, the Agent and the Borrower Agent Lessor, as provided herein), the assignee shall make appropriate arrangements so become a "Lender" or "Lessor", as the new Notes are issued case may be, for all purposes of the Operative Agreements and, to the Assignee and such transferor Lender, as appropriate. In connection with any extent of such assignment, the transferor Lender assigning Participant shall pay be relieved of its obligations hereunder to the extent of the Loans or Lessor Contributions, as the case may be, and Commitment components being assigned. The Agent an administrative fee for processing agrees that upon notice of any such assignment and surrender of the appropriate Note or Notes it will promptly provide to the assigning Lender and to the assignee separate promissory notes in the amount of $4,500their respective interests substantially in the form of the original Note (but with notation thereon that it is given in substitution for and replacement of the original Note or any replacement notes thereof). Anything The Lessee shall not be responsible for any costs or expenses incurred by any Participant in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent connection with an assignment of all or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth its rights and obligations in this Agreement to the contrary, connection with an assignment by a Lender pursuant to a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite Lendersthis Section 11.1.
Appears in 1 contract
Assignments. Any Lender may with (a) The Seller and each Investor hereby agree and consent to the prior written consent complete or partial assignment by FALCON of all of its rights under, interest in, title to and obligations under this Agreement to the Investors pursuant to SECTION 2.1 or to any other Person, and upon such assignment, FALCON shall be released from its obligations so assigned. Further, the Seller and each Investor hereby agree that any assignee of FALCON of this Agreement or all or any of the Agent Receivable Interests of FALCON shall have all of the rights and benefits under this Agreement as if the Borrower (which consent term "FALCON" explicitly referred to such party, and no such assignment shall in each case, any way impair the rights and benefits of FALCON hereunder. The Seller shall not be unreasonably withheldhave the right to assign its rights or obligations under this Agreement.
(b) Any Investor may at any time and from time to time assign to one or more Eligible Assignees Persons (each an “Assignee”"PURCHASING INVESTORS") all or a portion any part of its rights and obligations under this Agreement pursuant to an assignment agreement, in a form and substance satisfactory to the Notes; providedAgent (the "ASSIGNMENT AGREEMENT"), however, (i) no executed by such Purchasing Investor and such selling Investor. The consent by the Borrower of FALCON shall be required (x) if a Default or Event prior to the effectiveness of Default shall exist or (y) in the case any such assignment. Each assignee of an assignment Investor must have a short-term debt rating of A-1 or better by Standard & Poor's Ratings Group and P-1 by Moodx'x Xxxestors Service, Inc. and must agree to another Lender deliver to the Agent, promptly following any request therefor by the Agent or FALCON, an Affiliate enforceability opinion in form and substance satisfactory to the Agent and FALCON. Upon delivery of another Lender; (ii) any partial assignment the executed Assignment Agreement to the Agent, such selling Investor shall be in an amount at least equal released from its obligations hereunder to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery extent of such instrument and payment by such Assignee to such transferor Lender of assignment. Thereafter the Purchasing Investor shall for all purposes be an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender Investor party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment an Investor under this Agreement to the same extent as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, if it were an original party hereto and no further consent or action by any party the Seller, the Purchasers or the Agent shall be required. Upon the consummation of any assignment pursuant to this subsection .
(c) Each of the Investors agrees that in the event that it shall cease to have a short-term debt rating of A-1 or better by Standard & Poor's Corporation and P-1 by Moodx'x Xxxestors Service, Inc. (an "AFFECTED INVESTOR"), such Affected Investor shall be obliged, at the transferor Lenderrequest of FALCON or the Agent, to assign all of its rights and obligations hereunder to (x) another Investor or (y) another financial institution nominated by the Agent and the Borrower shall make appropriate arrangements so the new Notes are issued acceptable to the Assignee FALCON, and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall pay willing to the Agent an administrative fee for processing such assignment in the amount of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement through the Liquidity Termination Date in the place of such Affected Investor; provided that the Affected Investor receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such Investor's Pro Rata Share of the Capital and Discount owing to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent Investors and all accruing but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Borrower and the Requisite LendersReceivable Interests.
Appears in 1 contract
Samples: Receivables Purchase Agreement (JPF Acquisition Corp)
Assignments. Any (a) This Agreement and the other Loan Documents shall be binding upon and inure to the benefit of each Borrower, the Agent and each Lender and their respective successors and assigns; provided, however, that none of the Borrowers may with assign or transfer any of its rights hereunder or under the other Loan Documents without the prior written consent of the Agent and the Borrower (which any such assignment without Agent’s prior written consent in each case, shall not be unreasonably withheld) at any time null and void. Each Lender may assign to one or more Eligible Assignees (each an “Assignee”) other lenders or other entities all or a portion of any funded Term Loan held by it (but not its rights and obligations under this Agreement and the Notes; provided, however, (iagreement to fund any Term Loan) no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender or an Affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) each Eligible Assignee. Any such assignment shall be effected by means subject to execution and delivery of an Assignment and Assumption AgreementAcceptance Agreement by the applicable Lender and an assignee. Upon such execution and delivery of such instrument delivery, from and payment by such Assignee after the effective date specified therein, (A) the assignee thereunder shall become a “Lender” hereunder and, in addition to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Assumption Acceptance Agreement and (B) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish its rights and the transferor Lender shall be released from its obligations hereunder under this Agreement.
(b) The lender party to a corresponding extenteach such assignment shall execute and deliver to Agent, an Assignment and Acceptance Agreement in the form of Exhibit E, via an electronic settlement system acceptable to Agent (or, if previously agreed with Agent, manually), and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall pay to the Agent an administrative a processing and recordation fee for processing such assignment of Three Thousand Dollars ($3,000) (which fee may be waived or reduced in the amount sole discretion of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite LendersAgent).
Appears in 1 contract
Samples: Loan Agreement
Assignments. Any Lender may with Each Limited Partner expressly agrees that he will not assign, transfer or dispose of, by gift or otherwise, any of his Interest or any part of all of his right, title and interest in the prior capital or profits of the Partnership without the written consent of the Agent and General Partner. No transfer of Interests may be made without the Borrower (which written consent in each case, shall not of the General Partner. No assignment or transfer will be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and permitted unless the Notes; provided, however, General Partner is satisfied that:
(i) no such consent by the Borrower shall be required (x) if a Default assignment or Event transfer would not violate the Securities Act of Default shall exist 1933 or (y) in the case laws of an assignment to another Lender or an Affiliate of another Lender; any state;
(ii) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to notwithstanding such assignment or transfer, the assigning Lender retains Partnership shall continue to be classified as a Commitmentpartnership and not a corporation or association under the Code; and
(iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i), or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) and (iii) each above. All costs related to such assignment transfer (including attorney’s fees) shall be effected borne by means the assignor/transferor. If an assignment, transfer or disposition occurs by reason of an Assignment the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and Assumption Agreementshall be supported by proof of legal authority as may reasonably be requested by the General Partner. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal Any request for assignment or transfer shall be in writing to the purchase price agreed between such transferor Lender General Partner. The written notice required by this paragraph shall specify the name and such Assigneeaddress of the assignee and the date of assignment, such Assignee shall be deemed include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a Lender party substituted Limited Partner, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney‑in‑fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and obligations powers and shall be subject to all the restrictions and liabilities of his assignor; provided, however, that a Lender substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a Commitment substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in such Assignment the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and Assumption Agreementshall not have any of the rights of a Limited Partner, and except that the transferor Lender assignee shall be released from its obligations hereunder entitled to a corresponding extent, receive that share of capital or profits and no further consent or action by any party shall be requiredhave the right of redemption to which his assignor would otherwise have been entitled. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Agent and the Borrower An assigning Limited Partner shall make appropriate arrangements so the new Notes are issued remain liable to the Assignee and such transferor Lender, Partnership as appropriate. In connection with any such assignment, the transferor Lender shall pay to the Agent an administrative fee for processing such assignment provided in the amount Act, regardless of $4,500whether his assignee becomes a substituted Limited Partner. Anything in this Section to the contrary notwithstandingAltegris QIM Futures Fund, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by L.P. exhibit a Lender to a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite Lenders.- 9
Appears in 1 contract
Samples: Limited Partnership Agreement (Altegris QIM Futures Fund, L.P.)
Assignments. Any (a) The Lender may with may, at its expense (unless such assignment is initiated by the prior written consent of the Agent and the Borrower (which consent in each case, shall not be unreasonably withheldBorrower) at any time assign to one or more Eligible Assignees (each an “Assignee”but not to exceed five Lenders hereunder at any one time) all or a portion (not less than $3,000,000) of its interests, rights and obligations under this Agreement and the Notes; providedother Loan Documents, howeverincluding all or a portion of the Loan at the time made by or owing to it, provided (i) no that the parties to each such consent by assignment shall execute and deliver to the Borrower Lender an Assignment and Acceptance in the form set forth as Exhibit D (an “Assignment and Acceptance”). Upon acceptance and recording pursuant to §13.6, from and after the effective date specified in each Assignment and Acceptance (which effective date shall be required at least five Business Days after the execution thereof), (xA) if the Eligible Assignee shall be a Default or Event of Default party hereto and, to the extent provided in such Assignment and Acceptance, have the same rights and obligations as the Lender under this Agreement, and (B) the Lender shall exist or (y) be released from any obligations under this Agreement with respect to the interests assigned, provided that in the case of an assignment Assignment and Acceptance covering all or the remaining portion of the Lender’s rights and obligations under this Agreement, the Lender shall continue to another Lender be entitled to the benefits of §2.5 and §2.6, as well as to any fees or an Affiliate of another Lender; (ii) any partial assignment amounts accrued for its account hereunder and not yet paid. An Eligible Assignee shall be entitled to sell participations in an amount at least equal to $10,000,000 its interests, rights and after giving effect to such assignment obligations under this Agreement and the assigning Lender retains a Commitmentother Loan Documents, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000as provided in §13.3, and (iii) each such assignment shall be effected by means of entitled to grant assignments thereof pursuant to an Assignment and Assumption Agreement. Upon execution Acceptance and delivery of such instrument otherwise in accordance with this §13.
(b) By executing and payment by such Assignee to such transferor Lender of delivering an amount equal to Assignment and Acceptance, the purchase price agreed between such transferor Lender and such Assignee, such Eligible Assignee shall be deemed to be confirm to and agree with each other and the other parties hereto as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the 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 execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto, (ii) the Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto, (iii) such Eligible Assignee confirms that it has received a Lender party to copy of this Agreement and shall have all the rights other Loan Documents, together with copies of the most recent financial statements delivered pursuant to §7.4 and obligations of a Lender with a Commitment such other documents and information as set forth in it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption Acceptance, (iv) such Eligible Assignee shall independently and without reliance upon the Lender or any other Eligible Assignee or Participant and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions under this Agreement, and (v) such Eligible Assignee agrees that it shall perform in accordance with their terms all the transferor Lender shall obligations which by the terms of this Agreement are required to be released from its obligations hereunder to a corresponding extentperformed by it as an Eligible Assignee.
(c) If, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c)§13.2, the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall pay to the Agent an administrative fee for processing such assignment in the amount of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in this Agreement is assigned to any Loan held Eligible Assignee which is not incorporated or organized under the laws of the United States or a state thereof, the Lender shall cause such Eligible Assignee to agree that, on or prior to the effective date specified in the Assignment and Acceptance, it will deliver to the Borrower (i) two valid, duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8EC1 or applicable successor form, as the case may be, certifying in each case that such Eligible Assignee is entitled to receive payments made under this Agreement and the Note without deduction or withholding of any United States federal income taxes, and (ii) a valid, duly completed Internal Revenue Service Form W-8BEN or W-9 or applicable successor form, as the case may be, to establish an exemption from United States backup withholding tax. The Eligible Assignee which delivers to the Borrower a Form W-8BEN or W-8EC1 and Form W-8BEN or W-9 pursuant to the preceding sentence further undertakes to deliver to the Borrower two copies of the Form W-8BEN or W-8EC1 and Form W-8BEN or W-9, or applicable successor forms, or other manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or otherwise is required to be resubmitted as a condition to obtaining an exemption from withholding tax or after the occurrence of any event requiring a change in the most recent form previously delivered by it hereunder to the Borrower, and such extensions or renewals thereof as may reasonably be requested by the Parent Borrower, certifying in the case of a Form W-8BEN or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in W-8EC1 that such Eligible Assignee is entitled to receive payments made under this Agreement and the Note without deduction or withholding of any United States federal income taxes, unless any change in treaty, law or regulation or official interpretation thereof has occurred prior to the contrary, an assignment by a Lender date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Eligible Assignee from duly completing and delivering any such form with respect to a Person who it and such Eligible Assignee advises the Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal income tax, and in the case of a Form W-8BEN or W-9, establishing an Eligible Assignee shall require the written consent of the Borrower and the Requisite Lendersexemption from United States backup withholding tax.
Appears in 1 contract
Assignments. Any In addition to the assignments permitted by Section 11.3(a), each Lender may may, with the prior written consent of the Agent Borrowers, the Issuing Lenders, the Swing Lenders, and the Borrower Administrative Agent (provided that no consent of the Borrowers shall be required during the existence and continuation of an Event of Default), which consent in each case, shall not be unreasonably withheld) at any time withheld or delayed, assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement hereunder pursuant to an assignment agreement substantially in the form of Exhibit 11.3 to one or more Eligible Assignees; provided that the Borrowers shall be deemed to have consented to any such assignment unless the Borrowers shall object thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof; and the Notes; provided, however, provided further that (i) no any such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender or an Affiliate of another Lender; (ii) any partial assignment shall be in an a minimum aggregate amount at least equal to of $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if 5,000,000 of the Commitments have been terminatedand in integral multiples of $1,000,000 above such amount (or the remaining amount of Commitments held by such Lender), holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iiiii) each such assignment shall be effected by means of a constant, not varying, percentage of all of the assigning Lender’s rights and obligations under the Commitment being assigned and (iii) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Assignment Administrative Questionnaire 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 Assumption Agreementtheir 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 execution the effectiveness of any such assignment, the assignee shall become a “Lender” for all purposes of this Credit Agreement and delivery the other Credit Documents and, to the extent of such instrument assignment, the assigning Lender shall be relieved of its obligations hereunder to the extent of the Loans and payment by such Assignee 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 transferor 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 amount equal to assignment agreement in accordance with this Section 11.3(b), the purchase price agreed between such transferor assigning Lender thereunder and such Assignee, such Assignee 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. From and after the effective date specified in each assignment agreement, the assignee thereunder shall be a Lender party to this Credit Agreement and shall and, to the extent of the interest assigned by such assignment agreement, have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption under this Credit Agreement, and the transferor assigning Lender shall thereunder shall, to the extent of the interest assigned by such assignment agreement, be released from its obligations hereunder under this Credit Agreement (and, in the case of an assignment agreement covering all of the assigning Lender’s rights and obligations under this Credit Agreement, such Lender shall cease to be a corresponding extentparty hereto); provided, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so the new Notes are issued that except to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, extent otherwise expressly agreed by the transferor Lender shall pay to the Agent an administrative fee for processing such assignment in the amount of $4,500. Anything in this Section to the contrary notwithstandingaffected parties, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by a Defaulting Lender to will constitute a Person who is not an Eligible Assignee shall require the written consent waiver or release of the Borrower and the Requisite Lendersany claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.
Appears in 1 contract
Samples: Revolving Credit Agreement (Brandywine Operating Partnership, L.P.)
Assignments. (1) The Borrowers signatory hereto consent to the Lender's assignment of, and/or sale of participations in, at any time or times, the Note Documents, Notes, or of any portion thereof or interest therein, including the Lender's rights, title, interests, remedies, powers or duties thereunder, whether evidenced by a writing or not. Any assignment by the Lender may with shall require the prior written consent of the Agent and the Borrower Borrowers (which consent in each case, shall not be unreasonably withheld) at any time assign to one withheld or more Eligible Assignees (each delayed), except that the consent of Borrowers shall not be required for an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, (i) no such consent assignment by the Borrower shall be required Lender to an affiliate (xi.e., an entity controlling, controlled by or under common control with the assigning Lender) if or during the existence and continuance of a Default or an Event of Default shall exist or (y) in Default, and the case execution of an assignment to another Lender or an Affiliate of another Lenderagreement; (ii) any be conditioned on the assignee lender representing to the assigning Lender that it is purchasing the applicable Notes to be assigned to it for its own account, for investment purposes and not with a view to the distribution thereof; and (iii) if a partial assignment shall assignment, be in an amount at least equal to $10,000,000 1,000,000. In the case of an assignment by the Lender under this Section 10.1, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as it would if it were a Lender hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitments or assigned portion thereof from and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery date of such instrument assignment. Each Borrower hereby acknowledges and payment by such Assignee agrees that any assignment will give rise to such transferor Lender a direct obligation of an amount equal Borrowers to the purchase price agreed between such transferor Lender assignee and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and that the assignee shall have all the rights and obligations remedies of the Lender. In the event the Lender assigns or otherwise transfers all or any part of a Note, the Lender shall so notify Borrowers and Borrowers shall, upon the request of the Lender, execute new Notes in exchange for the Notes being assigned. Notwithstanding the foregoing provisions of this Section 10.1(a), the Lender may at any time pledge or assign all or any portion of its rights under this Agreement and the other Note Documents to a Federal Reserve Bank; provided, however, that no such pledge or assignment shall release the Lender from its obligations hereunder or under any other Note Document.
(2) Any participation by a Lender of all or any part of any Note shall be made with the understanding that all amounts payable by Borrowers hereunder shall be determined as if that Lender had not sold such participation, and that the holder of any such participation shall not be entitled to require such Lender to take or omit to take any action hereunder except actions directly affecting (i) any reduction in the principal amount of, or interest rate or Fees payable with respect to, any Note in which such holder participates, (ii) any extension of the scheduled amortization of the principal amount of any Note in which such holder participates or the final maturity date thereof, and (iii) any release of all or substantially all of the Collateral (other than in accordance with the terms of this Agreement, the Collateral Documents or the other Note Documents). Solely for purposes of Sections 1.9, 1.11, and 1.12, each Borrower acknowledges and agrees that a Commitment participation shall give rise to a direct obligation of Borrowers to the participant and the participant shall be considered to be a "Lender". Except 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 preceding sentence no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so the new Notes are issued have any obligation or duty to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall pay to the Agent an administrative fee for processing such assignment in the amount of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite Lendersparticipant.
Appears in 1 contract
Assignments. Any Lender may with the prior written consent of the Agent and the Borrower (which consent in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, (i) no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender or an Affiliate affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000; (iii) after giving effect to any such assignment by the Agent, the Agent in its capacity as a Lender shall retain a Commitment, or if the Commitments have been terminated, hold Notes having an aggregate outstanding principal balance, greater than or equal to the Commitment of each other Lender (other than any Lender whose Commitment has increased as a result of a merger or combination with another Lender); and (iiiiv) each such assignment shall be effected by means of an Assignment and Assumption Acceptance Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Acceptance 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 subsection (c), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements arrangement so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall pay to the Agent an administrative fee for processing such assignment in the amount of $4,5003,000. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their respective Affiliates affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite Lenders.
Appears in 1 contract
Assignments. (a) The Borrowers signatory hereto consent to the Lender's assignment of, and/or sale of participations in, at any time or times, the Note Docu ments, Notes, or of any portion thereof or interest therein, including the Lender's rights, title, interests, remedies, powers or duties thereunder, whether evidenced by a writing or not. Any assignment by the Lender may with shall require the prior written consent of the Agent and the Borrower Borrowers (which consent in each case, shall not be unreasonably withheld) at any time assign to one withheld or more Eligible Assignees (each delayed), except that the consent of Borrowers shall not be required for an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, (i) no such consent assignment by the Borrower shall be required Lender to an affiliate (xi.e., an entity controlling, controlled by or under common control with the assigning Lender) if or during the existence and continuance of a Default or an Event of Default shall exist or (y) in Default, and the case execution of an assignment to another Lender or an Affiliate of another Lenderagreement; (ii) any be conditioned on the assignee lender representing to the assigning Lender that it is purchasing the applicable Notes to be assigned to it for its own account, for investment purposes and not with a view to the distribution thereof; and (iii) if a partial assignment shall assignment, be in an amount at least equal to $10,000,000 1,000,000. In the case of an assignment by the Lender under this Section 10.1, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as it would if it were a Lender hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitments or assigned portion thereof from and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery date of such instrument assignment. Each Borrower hereby acknowledges and payment by such Assignee agrees that any assignment will give rise to such transferor Lender a direct obligation of an amount equal Borrowers to the purchase price agreed between such transferor Lender assignee and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and that the assignee shall have all the rights and obligations remedies of the Lender. In the event the Lender assigns or otherwise transfers all or any part of a Note, the Lender shall so notify Borrowers and Borrow ers shall, upon the request of the Lender, execute new Notes in exchange for the Notes being assigned. Notwithstanding the foregoing provisions of this Section 10.1(a), the Lender may at any time pledge or assign all or any portion of its rights under this Agreement and the other Note Documents to a Federal Reserve Bank; provided, however, that no such pledge or assignment shall release the Lender from its obligations hereunder or under any other Note Document.
(b) Any participation by a Lender of all or any part of any Note shall be made with the understanding that all amounts payable by Borrowers hereun der shall be determined as if that Lender had not sold such participation, and that the holder of any such participation shall not be entitled to require such Lender to take or omit to take any action hereunder except actions directly affecting (i) any reduction in the principal amount of, or interest rate or Fees payable with respect to, any Note in which such holder participates, (ii) any extension of the scheduled amortization of the principal amount of any Note in which such holder participates or the final maturity date thereof, and (iii) any release of all or substantially all of the Collateral (other than in accordance with the terms of this Agreement, the Collateral Docu ments or the other Note Documents). Solely for purposes of Sections 1.9, 1.11, and 1.12, each Borrower acknowledges and agrees that a Commitment participation shall give rise to a direct obligation of Borrowers to the participant and the participant shall be consid ered to be a "Lender". Except 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 preceding sentence no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so the new Notes are issued have any obligation or duty to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall pay to the Agent an administrative fee for processing such assignment in the amount of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite Lendersparticipant.
Appears in 1 contract
Samples: Convertible Note Agreement (Sunrise Capital Partners Lp)
Assignments. Any Each Lender may with the prior written consent of the Agent and the Borrower (which consent in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and delegate its obligations under this Agreement and the Notesto an Eligible Assignee; provided, however, (i1) no such Lender (other than Xxxxxx and CITICORP) shall first obtain the written consent by of Joint Bookrunners, (2) the Borrower shall be required (x) if a Default or Event amount of Default shall exist or (y) in the case Commitments and Loans of an assignment to another Lender or an Affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, being assigned shall in no event be less than the lesser of (a) $10,000,000 or if (b) the entire amount of the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, and Loans of at least $10,000,000such assigning Lender, and (iii3)(a) each such assignment shall be effected of a pro rata portion of all such assigning Lender's Loans and Commitments hereunder, and (b) the parties to such assignment shall execute and deliver to Administrative Agent, with a copy of Collateral Agent, for acceptance and recording a Assignment and Acceptance Agreement together with (i) a processing and recording fee of $3,500 payable by means the assigning Lender equally to Agents and (ii) each of the Notes originally delivered to the assigning Lender for cancellation. 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, to another Related Fund (as defined below) or Participant or as described in clause (1) of subsection 9.5(D) below. Upon receipt of all of the foregoing, Joint Bookrunners shall notify Borrowers of such assignment and Borrowers shall comply with its obligations under the last sentence of subsection 2.1(I). In the case of an Assignment assignment authorized under this subsection 9.5 and Assumption Agreement. Upon execution and delivery otherwise in accordance with the terms of such instrument and payment by such Assignee to such transferor Lender of an amount equal to this Agreement , the purchase price agreed between such transferor Lender and such Assignee, such Assignee assignee shall be deemed considered to be a Lender party "Lender" hereunder and Borrowers hereby acknowledge and agree that any assignment will give rise to this Agreement and shall have all a direct obligation of Borrowers to the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Agreement, and the transferor assignee. The assigning Lender shall be released from relieved of its obligations to make Loans 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 subsection (c), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so the new Notes are issued with respect to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall pay to the Agent an administrative fee for processing such assignment in the amount assigned portion of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite Lendersits Commitment.
Appears in 1 contract
Samples: Loan and Security Agreement (Sun Healthcare Group Inc)
Assignments. Any Lender may with (a) The Seller and each Investor hereby agree and consent to the prior written consent complete or partial assignment by FALCON of all of its rights under, interest in, title to and obligations under this Agreement to the Investors pursuant to Section 2.1 or to any other Person, and upon such assignment, FALCON shall be released from its obligations so assigned. Further, the Seller and each Investor hereby agree that any assignee of FALCON of this Agreement or all or any of the Agent Receivable Interests of FALCON shall have all of the rights and benefits under this Agreement as if the Borrower (which consent term "FALCON" explicitly referred to such party, and no such assignment shall in each case, any way impair the rights and benefits of FALCON hereunder. The Seller shall not be unreasonably withheldhave the right to assign its rights or obligations under this Agreement.
(b) Any Investor may at any time and from time to time assign to one or more Eligible Assignees Persons (each an “Assignee”"PURCHASING INVESTORS") all or a portion any part of its rights and obligations under this Agreement pursuant to an assignment agreement, in a form and substance satisfactory to the Notes; providedAgent (the "ASSIGNMENT AGREEMENT"), however, (i) no executed by such Purchasing Investor and such selling Investor. The consent by the Borrower of FALCON shall be required (x) if a Default or Event prior to the effectiveness of Default shall exist or (y) in the case any such assignment. Each assignee of an assignment Investor must have a short-term debt rating of A-1 or better by Standard & Poor's Ratings Group and P-1 by Moodx'x Xxxestors Service, Inc. and must agree to another Lender deliver to the Agent, promptly following any request therefor by the Agent or FALCON, an Affiliate enforceability opinion in form and substance satisfactory to the Agent and FALCON. Upon delivery of another Lender; (ii) any partial assignment the executed Assignment Agreement to the Agent, such selling Investor shall be in an amount at least equal released from its obligations hereunder to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery extent of such instrument and payment by such Assignee to such transferor Lender of assignment. Thereafter the Purchasing Investor shall for all purposes be an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender Investor party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment an Investor under this Agreement to the same extent as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, if it were an original party hereto and no further consent or action by any party the Seller, the Purchasers or the Agent shall be required. Upon the consummation of any assignment pursuant to this subsection .
(c) Each of the Investors agrees that in the event that it shall cease to have a short-term debt rating of A-1 or better by Standard & Poor's Corporation and P-1 by Moodx'x Xxxestors Service, Inc. (an "AFFECTED INVESTOR"), such Affected Investor shall be obliged, at the transferor Lenderrequest of FALCON or the Agent, to assign all of its rights and obligations hereunder to (x) another Investor or (y) another financial institution nominated by the Agent and the Borrower shall make appropriate arrangements so the new Notes are issued acceptable to the Assignee FALCON, and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall pay willing to the Agent an administrative fee for processing such assignment in the amount of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement through the Liquidity Termination Date in the place of such Affected Investor; provided that the Affected Investor receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such Investor's Pro Rata Share of the Capital and Discount owing to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent Investors and all accruing but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Borrower and the Requisite LendersReceivable Interests.
Appears in 1 contract
Samples: Purchase Agreement (Yellow Corp)
Assignments. Any (a) Each Lender may with the prior written consent of the Agent and the Borrower (which consent in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”other than the Borrower or a Affiliate of the Borrower) all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of the Advances owing to it, any Note or Notes held by it and the Notesall other amounts funded by or payable to it hereunder); provided, however, (i) that no such assignment may occur prior to the Termination Date without the prior written consent by of the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in Borrower, the case of an assignment L/C Issuer and the Agent. The parties to another Lender or an Affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) each such assignment shall be effected by means of execute and deliver to the Agent, for recording in the Register, an Assignment and Assumption AgreementAcceptance, together with any Note subject to such assignment. Upon such execution and delivery of such instrument delivery, from and payment by such Assignee after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender Assignment and such AssigneeAcceptance, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption AgreementAcceptance, relinquish its rights (other than its rights under Sections 2.10, 2.12 and 8.04 to the transferor Lender shall extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations hereunder 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 corresponding extentparty hereto).
(b) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, together with any Note or Notes subject to such assignment, the Agent shall, if such Assignment and Acceptance has been completed, (i) record the information contained therein in the Register, (ii) give prompt notice thereof to the Borrower and (iii) deliver any such Note or Notes to the Borrower for cancellation and/or exchange for newly issued Notes (if any) in accordance with the provisions of this Agreement.
(c) Notwithstanding anything to the contrary in this Agreement, no further consent or action by any party assignee Lender shall be required. Upon entitled to receive payments under Section 2.10 and/or 2.12 hereof in respect of Advances or other rights assigned to it to the extent such payments would be in excess of the amounts to which the Lender assigning such Advances or other rights was entitled pursuant to such provisions prior to such assignment (giving effect to this Section 8.07(c) with respect to any prior assignment to such Lender); provided, however, that the provisions of this Section 8.07(c) shall not prohibit the payment of greater amounts under the provisions of Sections 2.10 or 2.12 to the extent arising from an event occurring subsequent to the consummation of any such assignment pursuant and, in the case of Section 2.12, to the extent that such event would have entitled the assigning Lender to such greater amount had such assignment not been made (giving effect to this subsection Section 8.07(c) with respect to any prior assignment to such assigning Lender).
(c)d) The Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at its address referred to in Section 8.02 a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, principal amount of the Advances owing to each Lender from time to time and, in the case of the Initial Lender, the transferor Lenderamount of the Commitment from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall pay to the Agent an administrative fee for processing such assignment Lenders may treat each Person whose name is recorded in the amount Register as a Lender hereunder for all purposes of $4,500this Agreement. Anything in this Section to The Register shall be available for inspection by the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent Borrower or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement Lender at any reasonable time and from time to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite Lenderstime upon reasonable prior notice.
Appears in 1 contract
Samples: Credit Agreement (Interpublic Group of Companies, Inc.)
Assignments. Any Each Lender may with the prior written consent of the Agent and the Borrower (which consent in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and delegate its obligations under this Agreement and the Notesto an Eligible Assignee; provided, however, (i) no such consent by Lender shall (unless the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment is to another Lender or an Affiliate of another the assigning Lender; ) first obtain the written consent of Agent (which consent shall not be unreasonably withheld or delayed) and, so long as no Event of Default has occurred and is continuing at such time, Borrowers, which consent shall not be unreasonably withheld or delayed (provided that, in any event, Borrowers shall be deemed to have consented to any such assignment unless they shall object thereto by written notice to Agent within five (5) Business Days after having received notice thereof), (ii) any partial assignment shall be in an the amount at least equal to $10,000,000 of Revolving Loan Commitments and after giving effect to such assignment Loans of the assigning Lender retains a Commitment, being assigned shall in no event be less than the lesser of (A) $1,000,000 or if (A) the entire amount of the Revolving Loan Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, and Loans of at least $10,000,000, such assigning Lender and (iii) each the parties to such assignment shall be effected by means of execute and deliver to Agent for acceptance and recording an Assignment and Assumption AgreementAcceptance Agreement together with (x) a processing and recording fee of $3,500 payable by the assigning Lender to Agent and (y) each of the Notes originally delivered to the assigning Lender (if any). The administrative fee referred to in clause (iii) 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 clause (i) of Section 9.5(d) below. Upon execution and delivery receipt of all of the foregoing, Agent shall notify Borrowers of such instrument assignment and payment by such Assignee to such transferor Lender Borrowers shall comply with its obligations under Section 2.1(d). In the case of an amount equal to assignment authorized under this Section 9.5, the purchase price agreed between such transferor Lender and such Assignee, such Assignee assignee shall be deemed considered to be a Lender party “Lender” hereunder and Loan Parties hereby acknowledge and agree that any assignment will give rise to this Agreement and shall have all a direct obligation of Loan Parties to the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Agreement, and the transferor assignee. The assigning Lender shall be released from relieved of its obligations to make Loans 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 subsection (c), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so the new Notes are issued with respect to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall pay to the Agent an administrative fee for processing such assignment in the amount assigned portion of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any its Revolving Loan held by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite LendersCommitments.
Appears in 1 contract
Assignments. Any Lender may with (a) The Seller, GP, Inc. and each Investor hereby agree and consent to the prior written consent complete or partial assignment by each Conduit of all of its rights under, interest in, title to and obligations under this Agreement to the Investors pursuant to a Liquidity Agreement or to any other Person, and upon such assignment, such Conduit shall be released from its obligations so assigned. Further, the Seller, GP, Inc. and each Investor hereby agree that any assignee of any Conduit of this Agreement or all or any of the Agent Receivable Interests of such Conduit shall have all of the rights and benefits under this Agreement as if the Borrower (which consent term "Conduit" explicitly referred to such party, and no such assignment shall in each case, any way impair the rights and benefits of such Conduit hereunder. The Seller shall not be unreasonably withheldhave the right to assign its rights or obligations under this Agreement.
(b) Any Investor may at any time and from time to time assign to one or more Eligible Assignees Persons (each an “Assignee”"Purchasing Investors") all or a portion any part of its rights and obligations under this Agreement pursuant to an assignment agreement, in a form satisfactory to the related Managing Agent (the "Assignment Agreement"), executed by such Purchasing Investor and such selling Investor. The consent of the Notes; provided, however, (i) no Conduit in such consent by the Borrower assigning Investor's Purchase Group shall be required (x) if a Default or Event prior to the effectiveness of Default shall exist or (y) in the case any such assignment. Each assignee of an assignment Investor must have a short-term debt rating of A-1 or better by Standard & Poor's Ratings Group and P-1 by Xxxxx'x Investors Service, Inc. and must deliver to another Lender or the Agent an Affiliate enforceability opinion in form and substance satisfactory to the Agent prior to the effectiveness of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal the executed Assignment Agreement to the purchase price agreed between such transferor Lender Agent and such Assigneethe related Managing Agent, such Assignee selling Investor shall be deemed released from its obligations hereunder to the extent of such assignment. Thereafter the Purchasing Investor shall for all purposes be a Lender an Investor party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment an Investor under this Agreement to the same extent as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, if it were an original party hereto and no further consent or action by the Seller, the Purchasers, the Agent or any party Managing Agent shall be required. Upon the consummation of any assignment pursuant to this subsection .
(c) Each of the Investors agrees that in the event that it shall cease to have a short-term debt rating of A-1 or better by Standard & Poor's Corporation and P-1 by Xxxxx'x Investors Service, Inc. (an "Affected Investor"), such Affected Investor shall be obliged, at the transferor Lenderrequest of the Conduit or the Managing Agent in such Investor's Purchase Group, the to assign all of its rights and obligations hereunder to (x) another Investor or (y) another financial institution nominated by such Managing Agent and acceptable to such Conduit and the Borrower shall make appropriate arrangements so the new Notes are issued Seller, and willing to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall pay to the Agent an administrative fee for processing such assignment in the amount of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement through the Liquidity Termination Date in the place of such Affected Investor; provided that the Affected Investor receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such Investor's Funded Pro Rata Share of the Capital and Discount owing to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent Investors and all accruing but unpaid fees and other costs and expenses payable in respect of the Borrower and the Requisite Lendersits Receivable Interests.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Bon Ton Stores Inc)
Assignments. Any Lender may with (a) With the prior written consent of the Agent ----------- and the Borrower (which consent in each case, shall not to be unreasonably withheld) ), each Lender shall have the right at any time assign to one assign, to any Eligible Assignee, all, or more Eligible Assignees (each an “Assignee”) all or a portion any ratable part of its all, of such Lender's rights and obligations under this Agreement the Loan Documents including its rights in respect of Loans, Notes, Letters of Credit and LC Obligations and its obligations in respect of Commitments to make Loans or participate in Letters of Credit. Any such assignment shall be pursuant to an assignment agreement, substantially in the form of Exhibit K (an "Assignment --------- Agreement"), duly executed by such Lender and the Notes; providedEligible Assignee, however, (i) no such consent and acknowledged by the Agent. Although its failure to do so will not affect any of the rights or obligations provided for therein or herein, the Borrower agrees to duly acknowledge any Assignment Agreement executed by any assigning Lender promptly after its receipt of the same. No assignment by the Issuing Lender shall relieve it from its obligations in respect of the Letters of Credit, it being understood that any assignment by the Issuing Lender as to Letters of Credit shall be required (x) if a Default or Event of Default shall exist or (y) in the case of deemed to automatically constitute an assignment by the Issuing Lender and the purchase by the Eligible Assignee of a participating interest in such Letters of Credit.
(b) Each assignment, if to another Lender or an Affiliate of another a Person other than a Lender; (ii) any partial assignment , shall be in an amount at least equal to or in excess of $10,000,000 and after giving effect to 5,000,000. In the case of any such assignment assignment, upon the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument Assignment Agreement by such Lender and the Borrower to the Agent, the payment by such the assignor and/or Eligible Assignee to such transferor Lender of an amount equal a processing and recording fee of $3,000 to the purchase price agreed between such transferor Lender Agent and such Assigneethe making of any payment by the Eligible Assignee required by the assigning Lender, such Assignee this Agreement shall be deemed to be amended to the extent, and only to the extent, necessary to reflect the addition of such Eligible Assignee, and the Eligible Assignee shall for all purposes be a Lender party to this Agreement hereto and shall have all have, to the extent of such assignment, the same rights and obligations of as a Lender hereunder, including the right to approve or disapprove actions which, in accordance with a Commitment the terms hereof, require the approval of the Lenders or the Required Lenders, as set forth in such Assignment and Assumption Agreementthe case may be, and the transferor obligations to make Loans and to participate in Letters of Credit.
(c) Upon the consummation of any assignment, the assigning Lender shall be released relieved from its obligations hereunder to a corresponding the extent of the obligations so assigned (except, (i) obligations of the Issuing Lender in respect of the Letters of Credit issued by it, and (ii) to the extent, if any, that the Borrower, any other Lender or the Agent has rights against such assigning Lender as a result of any default by such Lender under this Agreement) and no further consent or action by any party appropriate arrangements shall be made so that, if required. Upon the consummation of any assignment pursuant , replacement Notes are issued to this subsection (c)such assigning Lender and new Notes or, the transferor Lenderas appropriate, the Agent and the Borrower shall make appropriate arrangements so the new replacement Notes are issued to the Assignee and Eligible Assignee, in each case in principal amounts reflecting their outstanding Loans as adjusted pursuant to such transferor Lender, as appropriateAssignment Agreement. In connection with any such Promptly following the consummation of each assignment, the transferor Lender Agent shall pay to the Agent an administrative fee for processing such assignment in the amount of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder furnish to the Borrower, the Parent or Issuing Lender and each Lender revised Schedule 1.1A, ------------- revised to reflect such assignment.
(d) Notwithstanding Sections 16.1(a) and (b), at any time an Event of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth ---------------- --- Default shall exist, consent of the Borrower shall not be required in this Agreement to the contrary, an connection with any assignment by a Lender pursuant to a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite Lenders.Section 16. ----------
Appears in 1 contract
Samples: Credit Agreement (Nova Corp \Ga\)
Assignments. Any (a) Lender may with the prior written consent of the Agent and the Borrower (which consent in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees Persons (each any such Person, an “Assignee”) all or a any portion of its rights Loans and obligations under Revolving Loan Commitment, with the consent of Borrowers (not to be unreasonably withheld), which consent shall not be required to the extent an Event of Default shall have occurred and is continuing. Borrowers shall be deemed to have granted their consent to any assignment requiring their consent hereunder unless Borrowers have expressly objected to such assignment within five (5) Business Days after notice thereof. If at any time any partial assignment by Lender would affect any provision of this Agreement and any other Loan Document, and the Notes; providedLender shall so request, howeverthe Lender and the Borrower shall negotiate in good faith to amend this Agreement to preserve the original intent thereof in light of such partial assignment by Lender, including customary administrative agent, “required lenders” and “yank-a-bank” provisions.
(b) From and after the date on which the conditions described above have been met, (i) no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender or an Affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed automatically to be have become a party hereto and, to the extent that rights and obligations hereunder have been assigned to such Assignee pursuant to an assignment agreement between Lender party to this Agreement and the Assignee, shall have all the rights and obligations of a Lender with a Commitment as set forth in hereunder and (ii) Lender, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption Agreement, and the transferor Lender shall be released from its rights (other than its indemnification rights) and obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredhereunder. Upon the consummation request of any assignment the Assignee (and, as applicable, Lender) pursuant to this subsection (c)an effective assignment agreement, the transferor Lender, the Agent Borrowers shall execute and the Borrower shall make appropriate arrangements so the new Notes are issued deliver to the Assignee and such transferor Lender(and, as appropriateapplicable, Lender) a note in the principal amount of the Assignee’s pro rata share of the Revolving Commitment (and, as applicable, a note in the principal amount of the pro rata share of the Revolving Commitment retained by Lender). In connection with any Each such note shall be dated the effective date of such assignment. Upon receipt by Lender of such note, the transferor Lender shall pay return to the Agent an administrative fee for processing such assignment in the amount of $4,500. Anything in this Section to the contrary notwithstanding, no Continental any prior note held by it.
(c) Lender may at any time pledge or assign or participate any a security interest in any Loan held by it hereunder to the Borrower, the Parent all or any portion of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in its rights under this Agreement to the contrarysecure obligations of Lender, an including any pledge or assignment by a Lender to secure obligations to a Person who is Federal Reserve Bank, and this Section shall not an Eligible Assignee apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall require the written consent release Lender from any of the Borrower and the Requisite Lendersits obligations hereunder or substitute any such pledgee or assignee for Lender as a party hereto.
Appears in 1 contract
Assignments. Any Lender may The Consignor shall have the unrestricted right at any time or from time to time, with the prior written Company’s consent (such consent shall only be required provided that no Event of the Agent Default has occurred and the Borrower (is then continuing), which consent in each case, shall not be unreasonably withheld) at any time , to assign to one or more Eligible Assignees (each an “Assignee”) all or a any portion of its rights and obligations under hereunder to one or more banks or other financial institutions (each, an "Assignee”), and Company agrees that it shall execute, or cause to be executed, such documents, including without limitations, amendments to this Agreement and to any other documents, instruments and agreements executed in connection herewith as the Notes; providedConsignor shall deem necessary to effect the foregoing. In addition, howeverat the request of the Consignor and any such Assignee, (i) no Company shall enter into one or more new Consignment Agreements, as applicable, with any such consent Assignee and, if the Consignor has retained any of its rights and obligations hereunder following such assignment, to the Consignor, which new Consignment Agreement shall be issued in replacement of, but not in discharge of, the liability evidenced by the Borrower Consignment Agreement entered into by the Consignor prior to such assignment and shall be required (x) if a Default or Event reflect the amount of Default shall exist or (y) in the case of an assignment respective commitments and consignment held by such Assignee and the Consignor after giving effect to another Lender or an Affiliate of another Lender; (ii) any partial assignment such assignment. Each interest assigned hereunder shall be in an amount equal to at least equal to Five Million Dollars ($10,000,000 and after giving effect to such assignment 5,000,000) of the assigning Lender retains a Commitment, or if total commitment of the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) each such assignment shall be effected by means of an Assignment and Assumption AgreementConsignor. Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by the Consignor in connection with such instrument assignment, and the payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender to by the Consignor, and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all of the rights and obligations of a Lender with a Commitment as set forth the Consignor hereunder (and under any and all other guaranties, documents, instruments and agreements executed in connection herewith) to the extent that such Assignment rights and Assumption Agreementobligations have been assigned by the Consignor pursuant to the assignment documentation between the Consignor and such Assignee, and the transferor Lender Consignor shall be released from its obligations hereunder and thereunder to a corresponding extent. The Consignor may furnish any information concerning the Company in its possession from time to time to prospective Assignee, and no further consent or action by any party provided that the Consignor shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with require any such assignment, prospective Assignee to agree in writing to maintain the transferor Lender shall pay to the Agent an administrative fee for processing confidentiality of such assignment in the amount of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite Lendersinformation.
Appears in 1 contract
Samples: Consignment Agreement (Dentsply International Inc /De/)
Assignments. Any Each Lender may with the prior written consent of the Agent and the Borrower assign (which consent in each caseeach, shall not be unreasonably withheldan "Assignment") at any time assign to one or more Eligible Assignees (each each, an “"Assignee”") all or a portion of its rights and obligations under this Agreement (including all or a portion of such Lender's Loans, Overadvance Loan Commitment, Revolving Credit Commitment and Notes, as the Notes; provided, however, (i) no such case may be). Such Assignment may be made without the consent by of the Borrower but shall be required (x) if a Default or Event require the consent of Default shall exist or (y) in the case of an assignment to another Lender or an Affiliate of another Lender; (ii) Agent. In connection with any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment Assignment, the assigning Lender retains a Commitmentand the Assignee shall execute and deliver to the Agent an Assignment Agreement, or if in the Commitments have been terminatedform of Exhibit 11.4(b) (each, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000"Assignment Agreement"), and (iii) each a $3,500.00 Assignment Fee payable to Agent. Upon its receipt of a duly executed and completed Assignment Agreement, Agent shall record the information contained in such assignment Assignment Agreement in the Register, shall be effected by means give prompt notice thereof to the Borrower and shall maintain a copy of such Assignment Agreement. From and after the effective date of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to Assignment, the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed a party hereto and, to be a Lender party the extent of the interest assigned pursuant to this Agreement and shall the Assignment, have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption lender under this Agreement, and the transferor Lender shall shall, to the extent of the interest assigned, be released from its obligations hereunder under this Agreement. The Borrower hereby consents to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation disclosure of any assignment pursuant to this subsection (c), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In information obtained by Lender in connection with any such assignment, the transferor Lender shall pay to the Agent an administrative fee for processing such assignment in the amount of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contraryany Person to which Lender sells, an assignment by a Lender or proposes to a sell, its Loans, Overadvance Loan Commitment, Revolving Credit Commitment or Notes provided any such Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite Lendersagree to keep any such information confidential.
Appears in 1 contract
Samples: Credit Agreement (Scan Optics Inc)
Assignments. Any Lender may with (a) Seller and each Financial Institution ----------- hereby agree and consent to the prior written consent complete or partial assignment by PREFCO of all or any portion of its rights under, interest in, title to and obligations under this Agreement to the Financial Institutions pursuant to Section 13.1 or to any ------------ other Person, and upon such assignment, PREFCO shall be released from its obligations so assigned. Further, Seller and each Financial Institution hereby agree that any assignee of PREFCO of this Agreement or all or any of the Agent Purchaser Interests of PREFCO shall have all of the rights and benefits under this Agreement as if the Borrower term "PREFCO" explicitly referred to such party, and no ------ such assignment shall in any way impair the rights and benefits of PREFCO hereunder. Neither the Seller nor the Servicer shall have the right to assign its rights or obligations under this Agreement.
(which consent in each case, shall not be unreasonably withheldb) Any Financial Institution may at any time and from time to time assign to one or more Eligible Assignees Persons (each an “Assignee”"Purchasing Financial Institutions") all or a portion --------------------------------- any part of its rights and obligations under this Agreement pursuant to an assignment agreement, substantially in the form set forth in Exhibit V hereto --------- (the "Assignment Agreement") executed by such Purchasing Financial Institution -------------------- and the Notes; provided, however, (i) no such selling Financial Institution. The consent by the Borrower of PREFCO shall be required (x) if prior to the effectiveness of any such assignment. Each assignee of a Default Financial Institution must have a short-term debt rating of A-1 or Event better by Standard & Poor's Ratings Group and P-1 by Xxxxx'x Investor Service, Inc. and must agree to deliver to the Agent, promptly following any request therefor by the Agent or PREFCO, an enforceability opinion in form and substance satisfactory to the Agent and PREFCO. Upon delivery of Default shall exist or (y) in the case of an assignment executed Assignment Agreement to another Lender or an Affiliate of another Lender; (ii) any partial assignment the Agent, such selling Financial Institution shall be in an amount at least equal released from its obligations hereunder to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery extent of such instrument and payment by such Assignee to such transferor Lender of an amount equal to assignment. Thereafter the purchase price agreed between such transferor Lender and such Assignee, such Assignee Purchasing Financial Institution shall be deemed to for all purposes be a Lender Financial Institution party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment Financial Institution under this Agreement to the same extent as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, if it were an original party hereto and no further consent or action by any party Seller, the Purchasers or the Agent shall be required. Upon the consummation of any assignment pursuant to this subsection .
(c) Each of the Financial Institutions agrees that in the event that it shall cease to have a short-term debt rating of A-1 or better by Standard & Poor's Ratings Group and P-1 by Xxxxx'x Investor Service, Inc. (an "Affected -------- Financial Institution"), such Affected Financial Institution shall be obliged, --------------------- at the transferor Lenderrequest of PREFCO or the Agent, to assign all of its rights and obligations hereunder to (x) another Financial Institution or (y) another funding entity nominated by the Agent and the Borrower shall make appropriate arrangements so the new Notes are issued acceptable to the Assignee PREFCO, and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall pay willing to the Agent an administrative fee for processing such assignment in the amount of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement through the Liquidity Termination Date in the place of such Affected Financial Institution; provided that the Affected -------- Financial Institution receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such Financial Institution's Pro Rata Share of the Capital and Yield owing to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent Financial Institutions and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Borrower and Purchaser Interests of the Requisite LendersFinancial Institutions.
Appears in 1 contract
Assignments. Any Each Lender may with shall have the prior written consent of the Agent and the Borrower (which consent in each case, shall not be unreasonably withheld) right at any time to assign to one or more Eligible Assignees (each an “Assignee”) commercial banks, commercial finance lenders or other financial institutions all or a portion of its rights and obligations under this Financing Agreement including, without limitation, its Lender Loan Commitment and the Notes; provided, howeverRevolving Credit Loans. Upon such assignment and provided such assignee assumes its portion of each Lender's obligations hereunder, (ia) no such consent by the Borrower assignee thereunder shall be required (x) if a Default or Event of Default shall exist or (y) in party hereto and, to the case of an assignment extent that rights and obligations hereunder have been assigned to another Lender or an Affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect it pursuant to such assignment the assigning Lender retains a Commitmentassignment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender hereunder and (b) each Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such assignment, relinquish their rights and be released from their obligations under this Financing Agreement. Each Borrower shall, if necessary, execute any documents reasonably required to effectuate the assignments. In the event any Lender makes any assignment, each such assignment shall be of a constant, and not a varying, percentage of all of such Lender's rights and obligations under this Financing Agreement. Upon the execution, delivery, acceptance and recording, from and after the effective date specified in an Assignment and Acceptance substantially in the form of Exhibit G hereto (the "Assignment and Acceptance"). By executing and delivering an Assignment and Acceptance, the Lender and the assignee thereunder confirm to and agree with a Commitment each other and the other parties hereto as set forth follows: (a) other than as provided in such Assignment and Assumption Acceptance, such 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 Financing Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Financing Agreement or any other instrument or document furnished pursuant hereto; (b) such Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor or the performance or observance by any Obligor of any of its obligations under this Financing Agreement or any other instrument or document furnished pursuant hereto; (c) such assignee confirms that it has received a copy of this Financing Agreement, together with copies of such financial statements 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; (d) such assignee will, independently and without reliance upon the transferor Agent, CITBC, CITEF or any other Lender and based on such documents and information as it shall be released from deem appropriate at the time, continue to make its obligations hereunder to a corresponding extent, own credit decisions in taking or not taking action under this Financing Agreement; (e) such assignee appoints and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, authorizes the Agent to take such action as agent on its behalf and the Borrower shall make appropriate arrangements so the new Notes to exercise such powers under this Financing Agreement as are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall pay delegated to the Agent an administrative fee for processing by the terms hereof, together with such assignment powers as are reasonably incidental thereto; and (f) such assignee agrees that it will perform in accordance with their terms all of the amount obligations which by the terms of $4,500. Anything in this Section Financing Agreement are required to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held be performed by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by as a Lender to a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite LendersLender.
Appears in 1 contract
Assignments. Any Lender The Lenders may with the prior written consent of the Agent and the Borrower (which consent in each case, shall not be unreasonably withheld) at any time and from time to time assign to one or more Eligible Assignees Persons (each an “"Assignee”") all or a portion any part of its rights Credit Exposure pursuant to a supplement to this Agreement, in such form as is customary for transactions of this type and obligations under this Agreement and the Notes; provided, however, (i) no such consent as may be approved by the Borrower Agent (a "Transfer Supplement"), executed by such Assignee and a Lender; provided that any such assignment shall be required (x) if in a Default or Event minimum amount of Default shall exist or (y) in the case of an assignment to another Lender or an Affiliate of another Lender; (ii) any $500,000. Any such partial assignment shall be in an amount at least equal assignment of an identical percentage of the Lender's Loan and Commitment hereunder. Upon (i) such execution of such Transfer Supplement, (ii) delivery of an executed copy thereof to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, Company and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor the Lender of an amount equal to the purchase price agreed between such transferor the Lender and such Assignee, the Lender shall be released from its obligations hereunder to the extent of such assignment and such Assignee shall be deemed to for all purposes be a Lender party to this Agreement and shall have all the rights and obligations of a the Lender with a Commitment under this Agreement to the same extent as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extentif it were an original party hereto, and no further consent or action by any party the Company or the Lender shall be required. Upon Such Transfer Supplement shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of such Assignee as a party and the resulting adjustment of the Commitment, if any, arising from the purchase by such Assignee of all or a portion of the Credit Exposure of the Lender. Promptly after the consummation of any assignment transfer to an Assignee pursuant to this subsection (c)hereto, if requested by such Assignee, the transferor Lender, the Agent Lender and the Borrower Company shall make appropriate arrangements so the new Notes are that a replacement Note is issued to the Lender and a new Note is issued to such Assignee, in each case in principal amounts reflecting such transfer. Any subsequent transfer by an Assignee and such transferor Lender, as appropriate. In connection with of all or any such assignment, the transferor Lender part of its Credit Exposure shall pay be subject to the Agent an administrative fee for processing such assignment in the amount of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite LendersLender.
Appears in 1 contract
Samples: Bridge Loan Agreement (Lincoln Electric Holdings Inc)
Assignments. Any Lender may Bank may, in the ordinary course of its ----------- business and in accordance with applicable law, at any time assign to any Bank or any affiliate thereof or, with the prior written consent of the Agent and the Borrower (Agent, which consent in each case, shall not be unreasonably withheld) at , to any time assign to one or more Eligible Assignees other Person (each an “"Assignee”") all or a portion any part of its Credit Exposure, in a minimum amount of $5,000,000. The Borrower, the Agent and the Banks agree that to the extent of any assignment the Assignee shall be deemed to have the same rights and obligations benefits under this Agreement the Loan Documents and the Notessame rights of setoff and obligation to share pursuant to Section 9.7 as it would have had if it were a Bank hereunder; provided, however, provided that the Borrower and the Agent shall be entitled to continue to deal solely and directly with the assignor Bank in connection with the interests so assigned to the Assignee unless and until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Bank and the Assignee; (ii) such Bank and its Assignee shall have delivered to the Borrower and the Agent (A) an Assignment and Acceptance in the form of Exhibit G (an "Assignment and Acceptance") together with delivery to the Borrower of any Note or Notes subject to such Assignment and (B) if applicable to the Assignee, the forms required to be delivered pursuant to Section 2.20(b); and (iii) such Bank shall have paid to the Agent, for its own account, an assignment fee of $3000. Any such assignment requiring the approval of the Agent shall also require the approval of the Borrower (such approval not to be unreasonably withheld or delayed), provided that the Borrower's failure to approve or disapprove such assignment within five days after receiving written notice hereof shall be deemed approval by the Borrower of such assignment, and provided further that no such consent by approval from the Borrower shall be required (x) if a Default or during the continuation of an Event of Default shall exist or (y) in the case of an assignment to another Lender or an Affiliate of another Lender; (ii) Default. Notwithstanding any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a 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 subsection (c), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall pay to the Agent an administrative fee for processing such assignment in the amount of $4,500. Anything in this Section provision to the contrary notwithstandingcontained herein, no Lender Bank may assign any part of its Credit Exposure or participate Commitment or other rights or obligations of such Bank to any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by Person which is a Lender to a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite LendersCompetitor.
Appears in 1 contract
Samples: Credit Agreement (Synbiotics Corp)
Assignments. Any Lender may with the prior written consent of the Agent and the Borrower (which consent in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, (i) no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender or an Affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery the consummation of any such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assigneeassignment, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a 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 subsection (c), the transferor Lender, the Agent Lender and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender and shall pay to the Agent an administrative fee for processing such assignment in the amount of $4,500update Schedule I attached hereto. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their its respective Affiliates affiliates or Subsidiaries. Notwithstanding anything set forth Lender, acting for this purpose as an agent of Borrower, shall maintain at one of its offices a copy of each assignment delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and Borrower and the Lender shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Borrower and Lender at any time and from time to time upon reasonable prior notice. The obligations of Borrower under the Loan Documents are registered obligations and the right, an assignment by a title and interest of Lender and its Assignees in and to a Person who is not an Eligible Assignee such obligations shall require be transferable only upon notation of such transfer in the written consent Register. This Section 13.12(c) shall be construed so that such obligations are at all times maintained in “registered from” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Borrower Internal Revenue Code and any related regulations (and any other relevant or successor provisions of the Requisite LendersInternal Revenue Code or such regulations).
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Brookfield DTLA Fund Office Trust Investor Inc.)
Assignments. Any (a) Each Lender may may, in the ordinary course of its business and in accordance with the prior written consent of the Agent and the Borrower (which consent in each caseapplicable law, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees banks or other financial institutions in the United States approved in writing by the Borrower and each other Lender (each referred to as an “"Eligible Assignee”") within 10 days of notice to the Borrower and the Lenders by such Lender of such assignment (which such approval shall not be unreasonably withheld) all or a portion of its rights and obligations under this Agreement and the Notes; other Loan Documents (including, without limitation, its Commitment and all Advances owing to it) pursuant to an assignment and acceptance agreement in the form attached hereto as Schedule 9.3 (each referred to as an "Assignment and Acceptance"). Notwithstanding the foregoing, (i) the Borrower shall not have any right to approve an assignee or receive notice of assignment under this Section 9.3, after the occurrence and continuance of an Event of Default, and (ii) the Borrower shall have a right to receive notice of an assignment under this Section 9.3, but not an approval right with respect to such assignment, if the assignee is an entity which has merged with a particular Lender and such assignee has by operation of law succeeded to all of the obligations, liabilities and rights of the particular Lender, provided, however, that to the extent any Lender assigns its obligations hereunder (including any assignment by operation of law), such Eligible Assignee shall be a United States Person.
(b) Upon such execution, delivery and acceptance of, and from and after the effective date specified in such Assignment and Acceptance, (i) no such consent by the Borrower assignee thereunder shall be required (x) if a Default or Event of Default shall exist or (y) in party hereto and, to the case of an assignment extent that rights and obligations hereunder have been assigned to another Lender or an Affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect it pursuant to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such AssigneeAcceptance, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption AgreementAcceptance, relinquish its rights (other than its rights under Sections 2.9 and 8.7 to the transferor Lender shall extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations hereunder under this Agreement (and, in the case of an Assignment and Acceptance covering all of the remaining portion of an assigning Lender's rights and obligation sunder this Agreement, such Lender shall cease to be a corresponding extentparty hereto).
(c) By executing and delivering an Assignment and Acceptance, each Lender assignor thereunder and each assignee thereunder confirm to and agree with each other and the other parties thereto and hereto as follows: (i) other than as provided in such Assignment and Acceptance, 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 any Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party, or the performance or observance by any Loan Party of any of its obligations under any Loan Document or any other instrument or document furnished pursuant thereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements referred to in Section 4.4 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; (iv) such assignee will, independently and without reliance upon the 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 Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Loan Documents as are delegated to such Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Lender.
(d) The Agent, acting for this purpose (but only for this purpose) as the agent of the Borrower, shall maintain at its address a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lender and the Commitment of, and no further consent or action by any party principal amount of the Advances owing to, each Lender from time to time (the "Register"). The entries in the Register shall be required. Upon conclusive and binding for purposes of this Section 9.3, absent manifest error, and the consummation of any assignment pursuant to this subsection (c), the transferor LenderBorrower, the Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower shall make appropriate arrangements so or the new Notes are issued Agent or any Lender at any reasonable time and from time to time upon reasonable prior notice.
(e) Upon its receipt of an assignment and acceptance agreement executed pursuant to the Assignee and such transferor Lenderpreceding subsection (a), as appropriate. In connection together with any Note or Notes subject to such assignment, the transferor Lender Agent will (i) accept such Assignment and Acceptance executed pursuant to the preceding subsection (a), (ii) record the information contained therein in the Register, and (iii) give prompt notice thereof to Borrower. In the case of any assignment by a Lender, within five (5) Business Days after its receipt of such notice, the Borrower, at its own expense, shall pay execute and deliver to the Agent in exchange for the surrendered Note or Notes a new Note to the order of such Eligible Assignee in an administrative fee for processing amount equal to the Lender's Commitment assumed by it pursuant to such Assignment and Acceptance agreement and, if any assigning Lender has retained a commitment hereunder, a new Note to the order of such assigning Lender in an amount equal to such assigning Lender's Commitment retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such assignment and acceptance agreement and shall be in substantially the amount form of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite LendersExhibit A hereto.
Appears in 1 contract
Assignments. Any Lender may The Consignor shall have the unrestricted right at any time or from time to time, with the prior written Company’s consent (such consent shall only be required provided that no Event of the Agent Default has occurred and the Borrower (is then continuing), which consent in each case, shall not be unreasonably withheld) at any time , to assign to one or more Eligible Assignees (each an “Assignee”) all or a any portion of its rights and obligations under hereunder to one or more banks or other financial institutions (each, an “Assignee”), and Company agrees that it shall execute, or cause to be executed, such documents, including without limitations, amendments to this Agreement and to any other documents, instruments and agreements executed in connection herewith as the Notes; providedConsignor shall deem necessary to effect the foregoing. In addition, howeverat the request of the Consignor and any such Assignee, (i) no Company shall enter into one or more new Consignment Agreements, as applicable, with any such consent Assignee and, if the Consignor has retained any of its rights and obligations hereunder following such assignment, to the Consignor, which new Consignment Agreement shall be issued in replacement of, but not in discharge of, the liability evidenced by the Borrower Consignment Agreement entered into by the Consignor prior to such assignment and shall be required (x) if a Default or Event reflect the amount of Default shall exist or (y) in the case of an assignment respective commitments and consignment held by such Assignee and the Consignor after giving effect to another Lender or an Affiliate of another Lender; (ii) any partial assignment such assignment. Each interest assigned hereunder shall be in an amount equal to at least equal to Five Million Dollars ($10,000,000 and after giving effect to such assignment 5,000,000) of the assigning Lender retains a Commitment, or if total commitment of the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) each such assignment shall be effected by means of an Assignment and Assumption AgreementConsignor. Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by the Consignor in connection with such instrument assignment, and the payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender to by the Consignor, and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all of the rights and obligations of a Lender with a Commitment as set forth the Consignor hereunder (and under any and all other guaranties, documents, instruments and agreements executed in connection herewith) to the extent that such Assignment rights and Assumption Agreementobligations have been assigned by the Consignor pursuant to the assignment documentation between the Consignor and such Assignee, and the transferor Lender Consignor shall be released from its obligations hereunder and thereunder to a corresponding extent. The Consignor may furnish any information concerning the Company in its possession from time to time to prospective Assignee, and no further consent or action by any party provided that the Consignor shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with require any such assignment, prospective Assignee to agree in writing to maintain the transferor Lender shall pay to the Agent an administrative fee for processing confidentiality of such assignment in the amount of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite Lendersinformation.
Appears in 1 contract
Samples: Consignment Agreement (Dentsply International Inc /De/)
Assignments. Any Lender 9.1.1. Each Note Purchaser may with the prior written consent of the Agent and the Borrower (which consent in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its interests, rights and obligations under this Agreement and (including, without limitation, all or a portion of the Notes; providedNotes held by it) to any Person, however, (i) provided that so long as no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or have occurred and be continuing such assignment (yi) in shall not be to a competitor of the case of an assignment to another Lender or an Affiliate of another Lender; Note Parties and (ii) shall be to an “accredited investor” as that term is defined in Regulation D under the Securities Act; provided, further, that (i) any partial assignment of less than all of the Notes held by a Note Purchaser shall be in an a minimum amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,0001,000,000, and (iiiii) the parties to each such assignment shall be effected by means execute and deliver to the Issuer and the Collateral Agents notice of an Assignment and Assumption Agreementsuch assignment. Upon such execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal (x) the assignee thereunder shall be a party hereto and, to the purchase price agreed between extent provided in such transferor Lender and such Assigneeassignment, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth Note Purchaser hereunder and under the other Note Documents and shall be bound by the provisions hereof, and (y) the assigning Note Purchaser thereunder shall, to the extent provided in such Assignment assignment, relinquish its rights and Assumption Agreement, and the transferor Lender shall be released from its obligations under this Agreement except that, notwithstanding such assignment, any rights and remedies available to the Issuer for any breaches by such assigning Note Purchaser of its obligations hereunder while a Note Purchaser shall be preserved after such assignment and such Note Purchaser shall not be relieved of any liability to the Issuer due to any such breach if and to the extent that the Issuer provides to the Note Purchaser written notice of the specific breach and of any amounts asserted to be due in respect thereof not later than the earlier of (x) 10 Business Days following notice to the Issuer of such assignment or proposed assignment or (y) actual knowledge of the Issuer of the facts and circumstances constituting the purported breach. In the case of an assignment covering all or the remaining portion of the assigning Note Purchaser’s rights and obligations under this Agreement, such assigning Note Purchaser shall cease to be a corresponding extentparty hereto. Notwithstanding any provision herein imposing minimum assignment thresholds, each Note Purchaser (and including any subsequent Note Purchaser) may at any time make an assignment of its Notes and other interests, rights and obligations under this Agreement, to (i) any Affiliate of such Note Purchaser, (ii) any Person, or Affiliate of a Person, that manages such Note Purchaser (a “Related Fund”) or (iii) any other Note Purchaser hereunder.
9.1.2. The Issuer shall keep at its principal office, or the principal office of its counsel, a register in which it shall provide for the registration of the Notes and the transfer of the same shall be provided. Upon surrender for registration of transfer of any Notes in accordance with Section 9.1 at the principal office of the Issuer, the Issuer shall, at its expense, promptly execute and deliver one or more new Notes, as applicable, of like tenor and of a like principal amount, registered in the name of such transferee or transferees and, in the case of a transfer in part, a new Note in the appropriate amount registered in the names of such transferor. While the Notes are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, the Issuer shall provide the Note Purchasers with the information specified in, and no further consent or action by any party shall be required. Upon meeting the consummation requirements of any assignment pursuant to this subsection (c), Rule 144A(d)(4) under the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In Securities Act in connection with any such assignment, the transferor Lender shall pay to the Agent an administrative fee for processing such assignment in the amount of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite Lendersproposed transfer.
Appears in 1 contract
Samples: Note Purchase Agreement (Advanced Communications Technologies Inc)
Assignments. Any (a) Each Lender may may, in the ordinary course of its business and in accordance with the prior written consent of the Agent and the Borrower (which consent in each caseapplicable law, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees banks or other financial institutions in the United States approved in writing by the Borrower and each other Lender (each referred to as an “"Eligible Assignee”") within 10 days of notice to the Borrower and the Lenders by such Lender of such assignment (which such approval shall not be unreasonably withheld) all or a portion of its rights and obligations under this Agreement and the Notes; other Loan Documents (including, without limitation, its Commitment and all Advances owing to it) pursuant to an assignment and acceptance agreement in the form attached hereto as Schedule 9.3 (each referred to as an "Assignment and Acceptance"). Notwithstanding the foregoing, (i) the Borrower shall not have any right to approve an assignee or receive notice of assignment under this Section 9.3, after the occurrence and continuance of an Event of Default, and (ii) the Borrower shall have a right to receive notice of an assignment under this Section 9.3, but not an approval right with respect to such assignment, if the assignee is an entity which has merged with a particular Lender and such assignee has by operation of law succeeded to all of the obligations, liabilities and rights of the particular Lender, provided, however, that to the extent any Lender assigns its obligations hereunder (including any assignment by operation of law), such Eligible Assignee shall be a United States Person.
(b) Upon such execution, delivery and acceptance of, and from and after the effective date specified in such Assignment and Acceptance, (i) no such consent by the Borrower assignee thereunder shall be required (x) if a Default or Event of Default shall exist or (y) in party hereto and, to the case of an assignment extent that rights and obligations hereunder have been assigned to another Lender or an Affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect it pursuant to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such AssigneeAcceptance, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption AgreementAcceptance, relinquish its rights (other than its rights under Sections 2.9 and 8.7 to the transferor Lender shall extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations hereunder under this Agreement (and, in the case of an Assignment and Acceptance covering all of the remaining portion of an assigning Lender's rights and obligation xxxxxx this Agreement, such Lender shall cease to be a corresponding extentparty hereto).
(c) By executing and delivering an Assignment and Acceptance, each Lender assignor thereunder and each assignee thereunder confirm to and agree with each other and the other parties thereto and hereto as follows: (i) other than as provided in such Assignment and Acceptance, 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 any Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party, or the performance or observance by any Loan Party of any of its obligations under any Loan Document or any other instrument or document furnished pursuant thereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements referred to in Section 4.4 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; (iv) such assignee will, independently and without reliance upon the 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 Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Loan Documents as are delegated to such Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Lender.
(d) The Agent, acting for this purpose (but only for this purpose) as the agent of the Borrower, shall maintain at its address a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lender and the Commitment of, and no further consent or action by any party principal amount of the Advances owing to, each Lender from time to time (the "Register"). The entries in the Register shall be required. Upon conclusive and binding for purposes of this Section 9.3, absent manifest error, and the consummation of any assignment pursuant to this subsection (c), the transferor LenderBorrower, the Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower shall make appropriate arrangements so or the new Notes are issued Agent or any Lender at any reasonable time and from time to time upon reasonable prior notice.
(e) Upon its receipt of an assignment and acceptance agreement executed pursuant to the Assignee and such transferor Lenderpreceding subsection (a), as appropriate. In connection together with any Note or Notes subject to such assignment, the transferor Lender Agent will (i) accept such Assignment and Acceptance executed pursuant to the preceding subsection (a), (ii) record the information contained therein in the Register, and (iii) give prompt notice thereof to Borrower. In the case of any assignment by a Lender, within five (5) Business Days after its receipt of such notice, the Borrower, at its own expense, shall pay execute and deliver to the Agent in exchange for the surrendered Note or Notes a new Note to the order of such Eligible Assignee in an administrative fee for processing amount equal to the Lender's Commitment assumed by it pursuant to such Assignment and Acceptance agreement and, if any assigning Lender has retained a commitment hereunder, a new Note to the order of such assigning Lender in an amount equal 84 to such assigning Lender's Commitment retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such assignment and acceptance agreement and shall be in substantially the amount form of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite LendersExhibit A hereto.
Appears in 1 contract
Assignments. Any Lender (a) The Purchasers may at any time assign, or grant a security interest or sell a participation interest in, with the prior written consent of the Agent Seller provided that no Termination Event has occurred and the Borrower is continuing (which provided that such consent in each case, shall not be unreasonably withheldrequired in connection with any assignment, grant of a security interest or sale of a participation interest in an Advance or Commitment to any other Purchaser, any Purchaser Agent who is party to this Agreement on the date hereof or any Purchaser Affiliate), in any Advance or Commitment (or portion thereof) at to any time assign to one or more Eligible Assignees Person (each such Person, an “AssigneeAdditional Purchaser”) all or a portion of its rights and obligations under this Agreement and the Notes); provided, however, (i) no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) provided that in the case of an assignment to another Lender of the Purchaser Variable Funding Certificate or an Affiliate of another Lender; Additional Purchaser Variable Funding Certificate the assignee (iiother than any assignee that is a Liquidity Bank) any partial assignment shall be in an amount at least equal to $10,000,000 execute and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal deliver to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Agreement, Servicer 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 subsection (c), the transferor Lender, the Administrative Agent and each Purchaser Agent a Transferee Letter substantially in the Borrower shall make appropriate arrangements so form of Exhibit K hereto (the new Notes are issued “Transferee Letter”). The parties to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender grant or sale of participation interest shall pay execute and deliver to the Purchaser Agent an administrative fee or the related Additional Agent, as applicable, for processing its acceptance and recording in its books and records, such assignment in agreement or document as may be satisfactory to such parties and the amount of $4,500Purchaser Agent or such Additional Agent, as applicable. Anything in this Section to the contrary notwithstanding, no Lender may The Seller shall not assign or participate delegate, or grant any interest in in, or permit any Loan held by it hereunder Lien (other than any Permitted Lien) to the Borrowerexist upon, the Parent or any of their respective Affiliates the Seller’s rights, obligations or Subsidiaries. Notwithstanding anything set forth in duties under this Agreement to without the contraryprior written consent of the Administrative Agent and each Purchaser Agent and each Hedge Counterparty.
(b) The Originator may, an assignment by a Lender to a Person who is not an Eligible Assignee shall require with the written consent of the Borrower Administrative Agent, add additional Persons as an Additional Purchaser or an Additional Agent or cause an existing Purchaser to increase its Commitment; provided however that the Commitment of any Purchaser may only be increased with the prior written consent of such Purchaser and the Requisite LendersAdministrative Agent. Each new Additional Purchaser and Additional Agent shall become a party hereto by executing and delivering to the Administrative Agent and the Originator an Assumption Agreement substantially in the form of Exhibit M hereto (the “Assumption Agreement”).
(c) An Additional Purchaser (except for with respect to Mica, Swiss Re and their respective Affiliates in connection with the transactions consummated on the Amended and Restated Closing Date) shall not be entitled to receive any greater payment under Sections 2.14 through 2.16 or Article XI than the applicable Purchaser would have been entitled to receive with respect to the participation interest sold to the Additional Purchaser.
Appears in 1 contract
Assignments. Any Lender may with the prior written consent (a) Each of the Agent Agent, the Loan Parties and the Borrower Liquidity Banks hereby agrees and consents to the complete or partial assignment by Blue Ridge of all or any portion of its rights under, interest in, title to and obligations under this Agreement to the Liquidity Banks pursuant to the Liquidity Agreement.
(which consent in each case, shall not be unreasonably withheldb) Any Liquidity Bank may at any time and from time to time assign to one or more Eligible Assignees (each an “Assignee”each, a "PURCHASING LIQUIDITY BANK") all or a portion any part of its rights and obligations under this Agreement pursuant to an assignment agreement substantially in the form set forth in Exhibit VII hereto (an "ASSIGNMENT AGREEMENT") executed by such Purchasing Liquidity Bank and such selling Liquidity Bank; PROVIDED, HOWEVER, that any assignment of a Liquidity Bank's rights and obligations hereunder shall include a pro rata assignment of its rights and obligations under the Notes; providedLiquidity Agreement. The consent of Blue Ridge (and, howeverif no Amortization Event then exists, Borrower, which consent shall not be unreasonably withheld or delayed) shall be required prior to the effectiveness of any such assignment. Each assignee of a Liquidity Bank must (i) no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender or an Affiliate of another Lender; Eligible Assignee and (ii) agree to deliver to the Agent, promptly following any partial assignment request therefor by the Agent or Blue Ridge, an enforceability opinion in form and substance satisfactory to the Agent and Blue Ridge. Upon delivery of an executed Assignment Agreement to the Agent, such selling Liquidity Bank shall be in an amount at least equal released from its obligations hereunder and under the Liquidity Agreement to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery extent of such instrument and payment by such Assignee to such transferor Lender of an amount equal to assignment. Thereafter the purchase price agreed between such transferor Lender and such Assignee, such Assignee Purchasing Liquidity Bank shall be deemed to for all purposes be a Lender Liquidity Bank party to this Agreement and the Liquidity Agreement and shall have all the rights and obligations of a Lender with a Commitment Liquidity Bank hereunder and thereunder to the same extent as set forth in such Assignment if it were an original party hereto and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, thereto and no further consent or action by any party Borrower, the Lenders or the Agent shall be required. Upon Agent shall give Borrower and the consummation Parent prior notice of any each assignment pursuant to made under this subsection Section.
(c)) Each of the Liquidity Banks agrees that in the event that it shall suffer a Downgrading Event, such Downgraded Liquidity Bank shall be obliged, at the transferor Lenderrequest of Blue Ridge or the Agent, to (i) collateralize its Commitment and its Liquidity Commitment in a manner acceptable to the Agent, or (ii) assign all of its rights and obligations hereunder and under the Liquidity Agreement to an Eligible Assignee nominated by the Agent or a Loan Party and the Borrower shall make appropriate arrangements so the new Notes are issued acceptable to the Assignee and such transferor LenderBlue Ridge (and, as appropriate. In connection with any such assignmentif no Amortization Event then exists, the transferor Lender shall pay to the Agent an administrative fee for processing such assignment in the amount of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent which acceptance shall not be unreasonably withheld or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth delayed) and willing to participate in this Agreement and the Liquidity Agreement through the Liquidity Termination Date in the place of such Downgraded Liquidity Bank; PROVIDED THAT the Downgraded Liquidity Bank receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such Liquidity Bank's Pro Rata Share of the Obligations owing to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require Liquidity Banks.
(d) No Loan Party may assign any of its rights or obligations under this Agreement without the prior written consent of the Borrower Agent and each of the Requisite LendersLenders and without satisfying the Rating Agency Condition.
Appears in 1 contract
Assignments. Any Subject to subsection (c) below, any Lender may with the prior written consent of the Administrative Agent and the Borrower (which such consent in each case, shall not to be unreasonably withheld, conditioned or delayed) at any time assign to one or more Eligible Assignees Persons (each an “Assignee”) which is an Eligible Assignee all or a portion of its rights and obligations under this Agreement and the NotesNote; provided, however, that if (i) no such consent by the an involuntary bankruptcy of Borrower shall be required or a continuing monetary default then exists, (xii) if a Default or an Event of Default shall exist is continuing, or (yiii) in written notice of a material non-monetary Default has been provided to Borrower by Administrative Agent, a Lender may assign all or a portion of its rights and obligations under this Agreement and the case of an assignment to another Lender or an Affiliate of another LenderNote without obtaining Borrower’s approval; provided further, however, (iii) any partial assignment shall be in an amount at least equal to Twenty Million and No/100 Dollars ($10,000,000 20,000,000.00) and after giving effect to such assignment the assigning Lender retains holds a Commitment, or if the Commitments have been terminated, holds Notes Note having an aggregate outstanding principal balance, of at least Twenty Million and No/100 Dollars ($10,000,00020,000,000.00), and (iiiii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a 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 subsection (cb), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and Administrative Agent shall update Exhibit D attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of (i) Four Thousand Five Hundred and No/100 Dollars ($4,5004,500.00) or (ii) Ten Thousand and No/100 Dollars ($10,000.00) if such assignment is being made by a Defaulting Lender. Anything Notwithstanding anything contained in this Section Article XII to the contrary notwithstandingcontrary, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent Borrower or any of their its respective Affiliates Affiliates. Within thirty (30) days of any assignment or Subsidiaries. Notwithstanding anything set forth participation of the Loan in this Agreement accordance with Sections 12.1(a) or (b) hereof, Administrative Agent shall record, or cause to be recorded an updated Affidavit of Disclosure of Beneficiaries in the contraryform of Exhibit F attached hereto in the Maricopa County Records of Maricopa County, Arizona reflecting the identity of any new holders of a beneficial interest in the Loan which shall be (i) at Borrower’s expense prior to a Successful Syndication or in connection with an assignment by a Lender pursuant to a Person who is not an Eligible Assignee shall require Section 12.1(c) and (ii) otherwise at the written consent expense of the Borrower and the Requisite LendersAssignee.
Appears in 1 contract
Samples: Loan Agreement (Excel Trust, L.P.)
Assignments. Any (a) Lender may with the prior written consent of the Agent and the Borrower (which consent in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees Persons (each any such Person, an “Assignee”) all or a any portion of its rights Loans and obligations under this Agreement Commitments, with the prior written consent of Borrower, which consent shall be required only for so long as no Event of Default exists (which consent shall not be unreasonably withheld or delayed and shall not be required for an assignment by Lender to an Affiliate of Lender). Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Bxxxxxxx has expressly objected to such assignment within three Business Days after notice thereof.
(b) From and after the Notes; provided, howeverdate on which the conditions described above have been met, (i) no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender or an Affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed automatically to be have become a Lender party hereto and, to this Agreement the extent that rights and obligations hereunder have been assigned to such Assignee pursuant to an assignment agreement between Lxxxxx and the Assignee, shall have all the rights and obligations of a Lender with a Commitment as set forth in hereunder and (ii) Lender, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption Agreement, and the transferor Lender shall be released from its rights (other than its indemnification rights) and obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredhereunder. Upon the consummation request of any assignment the Assignee (and, as applicable, Lender) pursuant to this subsection (c)an effective assignment agreement, the transferor Lender, the Agent Bxxxxxxx shall execute and the Borrower shall make appropriate arrangements so the new Notes are issued deliver to the Assignee and (and, as applicable, Lender) a Note in the principal amount of the Assignee’s pro rata share of the Revolving Loan Commitment (and, as applicable, a Note in the principal amount of the pro rata share of the Revolving Loan Commitment retained by Lxxxxx). Each such transferor Note shall be dated the effective date of such assignment. Upon receipt by Lender of such Note, Lender shall return to Borrower any prior Note held by it.
(c) Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement or the Ancillary Documents to secure obligations of Lender, as appropriate. In connection with including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such assignmentpledge or assignment of a security interest; provided, the transferor that no such pledge or assignment of a security interest shall release Lender shall pay to the Agent an administrative fee for processing such assignment in the amount of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or from any of their respective Affiliates its obligations hereunder or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by substitute any such pledgee or assignee for Lender as a Lender to a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite Lendersparty hereto.
Appears in 1 contract
Samples: Term Loan and Revolving Credit Agreement (Byline Bancorp, Inc.)
Assignments. (a) Any Lender may with the prior written consent of the Agent and the Borrower (which consent in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees Persons (each any such Person, an “Assignee”) all or a any portion of its rights such Lender’s Loans and obligations under this Agreement Commitments, with the prior written consent of the Administrative Agent, each Issuing Lender (for an assignment of the Revolving Loans and the Notes; providedRevolving Commitment) and, however, (i) so long as no such consent by the Borrower shall be required (x) if a Default or Event of Default exists, the Company (which consents shall exist not be unreasonably withheld or (y) in the case of delayed and shall not be required for an assignment by a Lender to another a Lender or an Affiliate of another a Lender; (ii) ). Except as the Administrative Agent may otherwise agree, any partial such assignment shall be in an a minimum aggregate amount at least equal to $10,000,000 5,000,000 or, if less, the remaining Commitment and after giving effect Loans held by the assigning Lender. The Company and the Administrative 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 the Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit D hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500. No assignment may be made to any Person if at the time of such assignment the Company would be obligated to pay any greater amount under Section 7.6 or 8 to the Assignee than the Company is then obligated to pay to the assigning Lender retains under such Sections (and if any assignment is made in violation of the foregoing, the Company will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 15.6.1 shall be treated as the sale of a Commitment, or if participation under Section 15.6.2.
(b) From and after the Commitments date on which the conditions described above have been terminatedmet, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iiii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed automatically to be have become a Lender party hereto and, to this Agreement the extent that rights and obligations hereunder have been assigned to such Assignee pursuant to such Assignment Agreement, shall have all the rights and obligations of a Lender with a Commitment as set forth in hereunder and (ii) the assigning Lender, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption Agreement, and the transferor Lender shall be released from its rights (other than its indemnification rights) and obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredhereunder. Upon the consummation request of any assignment the Assignee (and, as applicable, the assigning Lender) pursuant to this subsection (c)an effective Assignment Agreement, the transferor Lender, Company shall execute and deliver to the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued for delivery to the Assignee and such transferor Lender(and, as appropriateapplicable, the assigning Lender) a Note in the principal amount of the Assignee’s Pro Rata Share of the Revolving Commitment (and, as applicable, a Note in the principal amount of the Pro Rata Share of the Revolving Commitment retained by the assigning Lender). In connection with any Each such Note shall be dated the effective date of such assignment. Upon receipt by the assigning Lender of such Note, the transferor assigning Lender shall pay return to the Agent an administrative fee for processing such assignment in the amount of $4,500. Anything in this Section to the contrary notwithstanding, no Company any prior Note held by it.
(c) Any Lender may at any time pledge or assign or participate any a security interest in any Loan held by it hereunder to the Borrower, the Parent all or any portion of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in its rights under this Agreement to the contrarysecure obligations of such Lender, an including any pledge or assignment by to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender to from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite Lendersparty hereto.
Appears in 1 contract
Samples: Credit Agreement (Semco Energy Inc)
Assignments. (i) Any Lender may with the prior written consent of the Agent and the Borrower (which consent in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a any portion of its rights such Lender’s Loans and interest in the Revolving Loan Commitment, together with all related obligations under this of such Lender hereunder. Except as Agent may otherwise agree, the amount of any such assignment (determined as of the date of the applicable Assignment Agreement or, if a “Trade Date” is specified in such Assignment Agreement, as of such Trade Date) shall be in a minimum aggregate amount equal to $1,000,000 or, if less, the assignor’s entire interests in the Revolving Loan Commitment and outstanding Loans. The Funds Administrator, the Notes; providedBorrowers and Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Eligible Assignee until Agent shall have received and accepted an effective Assignment Agreement executed, howeverdelivered and fully completed by the applicable parties thereto and a processing fee of $3,500.
(ii) From and after the date on which the conditions described in clause (i) above have been met, (i) no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender or an Affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Eligible Assignee shall be deemed automatically to be have become a Lender party hereto and, to this Agreement and the extent of the interests assigned to such Eligible Assignee pursuant to such Assignment Agreement, shall have all the rights and obligations of a Lender with a Commitment as set forth in hereunder and (ii) the assigning Lender, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption Agreement, and the transferor Lender shall be released from such rights (other than its indemnification rights) and obligations (other than those obligations set forth in Section 11.6 or Section 12.8, respectively), and, in the case of an assignment of all interests, shall cease to be a “Lender” hereunder. Each Assignee (x) acknowledges that it has received a copy of the Second Lien Intercreditor Agreement, (y) consents to Agent’s execution and delivery of the Second Lien Intercreditor Agreement on behalf of such Assignee and (z) agrees to be bound by the terms and provisions of the Second Lien Intercreditor Agreement, including, without limitation, its agreement to sell its Loans upon exercise of the purchase options contained therein. Upon the request of the Eligible Assignee (and, as applicable, the assigning Lender) pursuant to an effective Assignment Agreement, the Borrowers shall execute and deliver to Agent for delivery to the Eligible Assignee (and, as applicable, the assigning Lender) Notes in the aggregate principal amount of the Eligible Assignee’s percentage interest in the Revolving Loan Commitment plus the principal amount of the Eligible Assignee’s Term Loan (and, as applicable, Notes in the principal amount of that portion of the Revolving Loan Commitment retained by the assigning Lender plus the principal amount of the Term Loan retained by the assigning Lender). Upon receipt by the assigning Lender of such Note, the assigning Lender shall return to the Funds Administrator any prior Note held by it.
(iii) Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at its offices located in Chicago, Illinois a copy of each Assignment Agreement delivered to it and a register for the recordation of the names and addresses of each Lender, and the commitments of, and principal amount of the Loans owing to, such Lender pursuant to the terms hereof. The entries in such register shall be conclusive, and the Borrowers, Agent and Lenders may treat each Person whose name is recorded therein pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. Such register shall be available for inspection by the Borrowers and any Lender, at any reasonable time upon reasonable prior notice to Agent.
(iv) Notwithstanding the foregoing provisions of this Section 12.6(a) or any other provision of this Agreement, any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of 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 subsection (c), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with substitute any such assignment, the transferor pledgee or assignee for such Lender shall pay to the Agent an administrative fee for processing such assignment in the amount of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by as a Lender to a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite Lendersparty hereto.
Appears in 1 contract
Assignments. Any Lender may with The Program Agreements are not assignable by any Seller Party without the prior written consent of the Administrative Agent. Subject to Section 37 (Acknowledgement of Assignment and Administration of Repurchase Agreement) hereof, Administrative Agent and the Borrower (which consent in each case, shall not be unreasonably withheld) at any Buyers may from time to time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its their rights and obligations under this Agreement and the NotesProgram Agreements with Seller’s prior written consent (such approval not to be unreasonably withheld); provided, however, that such consent shall not be required if Administrative Agent or Buyers assigns their rights and obligations (i) no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender or an Affiliate of another Lender; Administrative Agent or a Buyer, or (ii) any partial after the occurrence and during the continuance of an Event of Default; provided, further, that Administrative Agent shall maintain, solely for this purpose as a non-fiduciary agent of Seller Parties, for review by Seller Parties upon written request, a register of assignees and participants (the “Register”), 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 and Seller Parties shall only be required to deal directly with Administrative Agent. The entries in the Register shall be conclusive absent manifest error, and Seller, REO Subsidiary, Administrative Agent and Buyers shall treat each Person whose name is recorded in an amount at least equal the Register pursuant to $10,000,000 and after giving effect to the preceding sentence as a Buyer hereunder. Upon such assignment and recordation in the assigning Lender retains Register, (a) such assignee shall be a Commitment, party hereto and to each Program Agreement to the extent of the percentage or if portion set forth in the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000Assignment and Acceptance, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal succeed to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the applicable rights and obligations of a Lender with a Commitment Administrative Agent and Buyers hereunder, as set forth in such Assignment and Assumption Agreementapplicable, and (b) Administrative Agent and Buyers shall, to the transferor Lender shall extent that such rights 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, as applicable or (ii) another Person approved by Seller Parties (such approval not to be unreasonably withheld) which assumes the obligations of Administrative Agent and Buyers, as applicable, be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party under the Program Agreements. Any assignment hereunder shall be requireddeemed a joinder of such assignee as a Buyer hereto. Upon Unless otherwise stated in the consummation of any assignment pursuant Assignment and Acceptance, Seller Parties shall continue to this subsection (c), the transferor Lender, the take directions solely from Administrative Agent unless otherwise notified by Administrative Agent in writing. Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued Buyers may distribute to any prospective assignee any document or other information delivered to Administrative Agent and/or Buyers by Seller Parties, provided that such prospective assignee has agreed to hold such information subject to and in accordance with confidentiality provisions substantively similar to the Assignee and such transferor Lender, as appropriateconfidentiality provisions of this Agreement. In connection with any such assignment, the transferor Lender shall pay to the Agent an administrative fee for processing such Any assignment in the amount violation of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee 22 shall require the written consent of the Borrower and the Requisite Lendersbe considered void.
Appears in 1 contract
Assignments. (a) Any Lender may with the prior written consent of the Agent and the Borrower (which consent in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and Loan Agreement, the other Operative Documents, the Mortgaged Property or the Notes; provided, however, provided that (i) no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender or an Affiliate of another Lender; (ii) any each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Loan Agreement and the other Operative Documents; and (ii) the parties to each assignment shall execute and deliver to the Collateral Agent an Assumption in an amount at least equal the form attached hereto as EXHIBIT F, together with a processing and recordation fee of $500.00. Subject to $10,000,000 acceptance and recording thereof by the Collateral Agent pursuant to Giant Yorktown, Inc. Loan Agreement PARAGRAPH (b) of this Section, from and after giving effect to such assignment the assigning Lender retains a Commitmenteffective date specified in each Assignment and Assumption, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) each such assignment Eligible Assignee thereunder shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Loan Agreement and, to the extent of the interest assigned by such Assignment and shall Assumption, have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption under this Loan Agreement, and the transferor assigning Lender shall thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations hereunder under this Loan Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Loan Agreement, such Lender shall cease to be a corresponding extentparty hereto) but shall continue to be entitled to the benefits of SECTION 11 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 Loan Agreement that does not comply with this paragraph shall be treated for purposes of this Loan Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with SECTION 9.2.
(b) The Collateral Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at its office listed in SCHEDULE IB 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 no further consent or action by any party the 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 required. Upon the consummation of any assignment pursuant to this subsection (c)conclusive, the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall pay to the Agent an administrative fee for processing such assignment in the amount of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any Collateral Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement Loan Agreement, notwithstanding notice to the contrary, an assignment . The Register shall be available for inspection by a Lender to a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite Lendersany Lender, at any reasonable time and from time to time upon reasonable prior notice.
Appears in 1 contract
Assignments. Any Lender (i) The Borrower may with not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Agent and the Borrower Credit Parties.
(which consent in each case, shall not be unreasonably withheldii) Each Lender may at any time assign to one or more Eligible Assignees Lender (each each, an “Assignee”) all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the NotesLoans) with the prior written consent of the Borrower; provided, however, (i) that no such Borrower’s consent by the Borrower shall be required for any assignment of such rights or obligations by a Lender (x) if to an Affiliate of a Default or Event of Default shall exist Lender or (y) to a Related Fund, in each case, so long as such assignment does not result in any increased borrowing costs or any additional amounts payable as of the case date of an such assignment pursuant to another Lender Section 4.1, Section 4.5 or an Affiliate of another Lender; (ii) any partial assignment Section 4.6. All such assignments shall be in an amount at least equal documented pursuant to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement.
(iii) The Administrative Agent shall maintain at one of its offices a copy of each Assignment and Assumption Agreement delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and interest and principal amount of the Loans owing to the Lenders 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, and the Credit Parties shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Loan Parties and the Credit Parties, at any reasonable time and from time to time upon reasonable prior notice.
(iv) Upon execution its receipt of a duly completed Assignment and delivery of such instrument Assumption Agreement executed by an assigning Lender and payment by such an Assignee and any written consent to such transferor Lender assignment required by paragraph (b)(ii) of an amount equal to this subsection, the purchase price agreed between such transferor Lender and such Assignee, such Assignee Administrative Agent shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in accept such Assignment and Assumption Agreement, and record the transferor Lender information contained therein in the Register. No assignment shall be released from its obligations hereunder effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.
(v) On or prior to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation effective date of any assignment pursuant to this subsection (c13.12(b), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor assigning Lender shall pay to the Agent an administrative fee for processing such assignment in the amount of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate surrender any interest in any Loan outstanding Notes held by it hereunder of which all or a portion is being assigned. Any Notes surrendered by the assigning Lender shall be returned by the Administrative Agent to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite Lendersmarked “cancelled”.
Appears in 1 contract
Samples: Secured Revolving Credit Agreement (Cowen Group, Inc.)
Assignments. Any Each Lender may with shall have the right, at any time, to sell, assign or transfer to any Eligible Assignee all or any part of its Commitment or its Pro Rata Share of the Loan, provided that
(i) no such sale, assignment or transfer shall, without the prior written consent of the Agent and Borrower, require the Borrower to file a registration statement with the Securities and Exchange Commission or apply to qualify such sale, assignment or transfer under the securities laws of any state, and
(which consent ii) no such sale, assignment or transfer shall be effective unless and until an assignment agreement effecting such sale, assignment or transfer, in each caseform and substance reasonably satisfactory to the Administrative Agent, shall not have been accepted by the Administrative Agent, and
(iii) no such sale, assignment or transfer shall be unreasonably withheld) at effected in an amount of less than $1,000,000. To the extent of any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion such assignment in accordance with the requirements of this Section 2.6(b), the assigning Lender shall be relieved of its obligations with respect to its Commitment and its Pro Rata Share of the Loans or the portion thereof so assigned. Upon such execution, deliver and acceptance from and after the effective date specified in the aforesaid assignment agreement, (A) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations under this Agreement and the Notes; provided, however, (i) no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment hereunder have been assigned to another Lender or an Affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect it pursuant to such assignment the assigning Lender retains a Commitmentagreement, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in hereunder and (B) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment assignment agreement, relinquish its rights and Assumption Agreement, and the transferor Lender shall be released from its obligations under this Agreement. The Commitments hereunder shall be modified to a corresponding extentreflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Note to the Borrower for cancellation, and no further consent or action by any party thereupon new Notes shall be required. Upon issued by the consummation of any assignment pursuant Borrower to this subsection (c), the transferor assignee and to the assigning Lender, substantially in the Agent form of Exhibit G attached hereto with appropriate insertions, to reflect the new Commitments of the assignee and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor assigning Lender, . Except as appropriate. In connection with any such assignment, the transferor Lender shall pay to the Agent an administrative fee for processing such assignment in the amount of $4,500. Anything otherwise provided in this Section to the contrary notwithstanding2.6(b) and in Section 2.3(a)(i) hereof, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrowershall, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent of as between the Borrower and such Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment or transfer of all or any part of its Commitment or its Pro Rata Share of the Requisite LendersLoans.
Appears in 1 contract
Assignments. Any Each Lender may with shall have the prior written consent of the Agent and the Borrower (which consent in each case, shall not be unreasonably withheld) right at any time to assign to one or more Eligible Assignees (each an “Assignee”) commercial banks, commercial finance lenders or other financial institutions all or a portion of its rights and obligations under this Financing Agreement including, without limitation, its Revolving Credit Commitments and the Notes; provided, howeverRevolving Credit Loans. Upon such assignment and provided such assignee assumes its portion of each Lender's obligations hereunder, (ia) no such consent by the Borrower assignee thereunder shall be required (x) if a Default or Event of Default shall exist or (y) in party hereto and, to the case of an assignment extent that rights and obligations hereunder have been assigned to another Lender or an Affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect it pursuant to such assignment the assigning Lender retains a Commitmentassignment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender hereunder and (b) each Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such assignment, relinquish their rights and be released from their obligations under this Financing Agreement. The Borrower shall, if necessary, execute any documents reasonably required to effectuate the assignments. In the event any Lender makes any assignment, each such assignment shall be of a constant, and not a varying, percentage of all of such Lender's rights and obligations under this Financing Agreement. Upon the execution, delivery, acceptance and recording, from and after the effective date specified in an Assignment and Acceptance substantially in the form of Exhibit G hereto (the "Assignment and Acceptance"). By executing and delivering an Assignment and Acceptance, the Lender and the assignee thereunder confirm to and agree with a Commitment each other and the other parties hereto as set forth follows: (a) other than as provided in such Assignment and Assumption Acceptance, such 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 Financing Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Financing Agreement or any other instrument or document furnished pursuant hereto; (b) such Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of an Obligor or the performance or observance by an Obligor of any of its obligations under this Financing Agreement or any other instrument or document furnished pursuant hereto; (c) such assignee confirms that it has received a copy of this Financing Agreement, together with copies of such financial statements 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; (d) such assignee will, independently and without reliance upon the transferor Agent, CITBC, 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 Financing Agreement; (e) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Financing Agreement as are delegated to the Agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (f) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Financing Agreement are required to be released from its obligations hereunder to performed by it as a corresponding extent, and no further consent or action by any party shall be requiredLender. Upon the consummation its receipt of any assignment pursuant to this subsection (c), the transferor an Assignment and Acceptance executed by an assigning Lender, the Agent and the Borrower shall make appropriate arrangements so the new Notes are issued together with all Revolving Credit Note subject to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender Agent shall: (a) accept such Assignment and Acceptance, and (b) give prompt notice thereof to the Borrower. Within five (5) Business Days after its receipt of such notice, the Borrower, at its own expense, shall pay execute and deliver to the Agent an administrative fee in exchange for processing such assignment in the amount of $4,500. Anything in this Section each surrendered Revolving Credit Note a new Revolving Credit Note to the contrary notwithstanding, no Lender may assign or participate any interest order of such assignee in any Loan held an amount equal to the applicable Revolving Credit Commitment and/or Revolving Credit Loans assumed by it hereunder pursuant to such Assignment and Acceptance and, if such Lender has retained a Revolving Credit Commitment and/or Revolving Credit Loan hereunder, new Revolving Credit Note to the Borrower, the Parent or any order of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth such Lender in this Agreement amounts equal to the contrary, an assignment applicable Revolving Credit Commitment retained by a Lender to a Person who is not an Eligible Assignee it hereunder. Such new Revolving Credit Note shall require be dated the written consent effective date of such Assignment and Acceptance and shall otherwise be in substantially the Borrower and the Requisite Lenders.form of Exhibit A.
Appears in 1 contract
Samples: Financing Agreement and Guaranty (Arcon Coating Mills Inc)
Assignments. Any Lender may may, in the ordinary course of its business and in accordance with the prior written consent of the Agent and the Borrower (which consent in each caseapplicable law, shall not be unreasonably withheld) at any time time, sell and assign to one any Lender, any Affiliate of a Lender or more Eligible Assignees any other bank or financial institution (each individually, an “"Assignee”") all or a any portion of its rights and obligations under this the Loan Documents (such a sale and assignment to be referred to herein as an "Assignment"), provided Lender does so in compliance with the terms of the Intercreditor Agreement and the Notes; provided, however, (i) no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) provided that in the case absence of an assignment a Default, Borrowers' Agent has consented to another any such Assignment which is not to a Lender or an Affiliate of another a Lender; , which consent will not be unreasonably withheld. Each assigning Lender (ii"Assignor") shall, notwithstanding an Assignment of all of its rights and obligations under the Loan Documents, nevertheless be entitled to the indemnification rights contained in Section 13.3 for any partial assignment events, acts or omissions occurring before the effective date of its Assignment. Each Assignment shall be deemed to amend Schedule I hereto to the extent necessary to reflect the addition of each Assignee and the resulting adjustment of Commitments. On or prior to the effective date of any Assignment, Borrowers, at their own expense, shall execute and deliver to Administrative Lender, in an amount at least equal exchange for each surrendered Note of the Assignor, a new Note to $10,000,000 and after giving effect the order of the Assignee thereunder (with each new Note to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of in an amount equal to the purchase price agreed between such transferor Lender and applicable Commitment assumed by such Assignee) and, such Assignee if the Assignor has retained Commitment(s) hereunder, new Note(s) to the order of the Assignor (with each new Note to be in an amount equal to the applicable Commitment retained by the Assignor). Any Note surrendered by the Assignor shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a 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 returned by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall pay to the Agent an administrative fee for processing such assignment in the amount of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by a Administrative Lender to a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite LendersBorrowers' Agent marked "Exchanged".
Appears in 1 contract
Samples: Credit Agreement (Penford Corp)
Assignments. (i) Any Lender may with the prior written consent of the Agent and the Borrower (which consent in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees Persons (each any such Person, an “Assignee”) all or a any portion of its rights such Lender’s Loans and obligations under this Agreement Commitments, with the prior written consent of the Administrative Agent and the Notes; provided, however, Issuing Lender (i) no such consent by the Borrower which consents shall not be unreasonably withheld and shall not be required (x) if a Default or Event of Default shall exist or (y) in the case of for an assignment by a Lender to another a Lender or an Affiliate of another a Lender; ) and, so long as no Event of Default exists, the Company (ii) which consent shall not be required for an assignment by a Lender to a Lender or an Affiliate of a Lender). Except as the Administrative Agent may otherwise agree, any partial such assignment shall be in an a minimum aggregate amount at least equal to $10,000,000 5,000,000 or, if less, the remaining Commitment and after giving effect Loans held by the assigning Lender. The Company and the Administrative 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 the Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit D hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500. No assignment may be made to any Person if at the time of such assignment the Company would be obligated to pay any greater amount under Section 7.6 or 8 to the Assignee than the Company is then obligated to pay to the assigning Lender retains a Commitmentunder such Sections (and if any assignment is made in violation of the foregoing, or if the Commitments Company will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 15.6.1 shall be void.
(ii) From and after the date on which the conditions described above have been terminatedmet, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iiii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed automatically to be have become a Lender party hereto and, to this Agreement the extent that rights and obligations hereunder have been assigned to such Assignee pursuant to such Assignment Agreement, shall have all the rights and obligations of a Lender with a Commitment as set forth in hereunder and (ii) the assigning Lender, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption Agreement, and the transferor Lender shall be released from its rights (other than its indemnification rights) and obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredhereunder. Upon the consummation request of any assignment the Assignee (and, as applicable, the assigning Lender) pursuant to this subsection (c)an effective Assignment Agreement, the transferor Lender, Company shall execute and deliver to the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued for delivery to the Assignee and such transferor Lender(and, as appropriateapplicable, the assigning Lender) a Note in the principal amount of the Assignee’s Pro Rata Share of the Revolving Commitment (and, as applicable, a Note in the principal amount of the Pro Rata Share of the Revolving Commitment retained by the assigning Lender retained by the assigning Lender). In connection with any Each such Note shall be dated the effective date of such assignment. Upon receipt by the assigning Lender of such Note, the transferor assigning Lender shall pay return to the Agent an administrative fee for processing such assignment in the amount of $4,500. Anything in this Section to the contrary notwithstanding, no Company any prior Note held by it.
(iii) Any Lender may at any time pledge or assign or participate any a security interest in any Loan held by it hereunder to the Borrower, the Parent all or any portion of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in its rights under this Agreement to the contrarysecure obligations of such Lender, an including any pledge or assignment by to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender to from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite Lendersparty hereto.
Appears in 1 contract
Samples: Credit Agreement (Westinghouse Air Brake Technologies Corp)
Assignments. (i) Any DIP Lender may at any time, following not less than three (3) Business Days' prior written notice to Agent, assign to one or more Persons (any such Person, an "ASSIGNEE") all or any portion of such DIP Lender's Loans and interest in the Aggregate Commitment with the prior written consent of the Agent and the Borrower (which consent in each case, shall not be unreasonably withheld) at any time assign withheld or delayed and shall not be required for an assignment by a DIP Lender to one another DIP Lender or more Eligible Assignees (each to an “Assignee”) all or Affiliate of a portion of its rights and obligations under this Agreement and the Notes; providedDIP Lender), provided however, (i) no that any such consent Assignee shall be bound by and subject to the terms and conditions of the Lockup and Voting Agreement as though an original signatory thereto and each such assignment of any DIP Lender's Loans shall specifically provide that the Assignee shall be bound by and subject to the terms and conditions of the Lockup and Voting Agreement as a condition to the effectiveness of any such assignment. 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 assignor's entire interests in the Aggregate Commitment and outstanding Loans. Borrower and Agent shall be entitled to continue to deal solely and directly with such DIP 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 fully completed by the Borrower shall be required (x) if applicable parties thereto and, unless such Assignee is a Default or Event of Default shall exist or (y) in the case of an assignment to another DIP Lender or an Affiliate of another a DIP Lender; , a processing fee of $3,500. Any attempted assignment not made in accordance with this SECTION 13.6(a) shall be treated as the sale of a participation under SECTION 13.6(b).
(ii) any partial assignment shall be in an amount at least equal to $10,000,000 From and after giving effect to such assignment the assigning Lender retains a Commitment, or if date on which the Commitments conditions described above have been terminatedmet, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iiii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed automatically to be have become a Lender party hereto and to this the Lockup and Voting Agreement and, to the extent that rights and obligations hereunder have been assigned to such Assignee pursuant to such Assignment Agreement, shall have all the rights and obligations of a DIP Lender with a Commitment as set forth in hereunder and (ii) the assigning DIP Lender, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption Agreement, and the transferor Lender shall be released from its rights (other than its indemnification rights) and obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredhereunder. Upon the consummation request of any assignment the Assignee (and, as applicable, the assigning DIP Lender) pursuant to this subsection (c)an effective Assignment Agreement, the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so the new Notes are issued execute and deliver to Agent for delivery to the Assignee (and, as applicable, the assigning DIP Lender) a Note in the aggregate principal amount of the Assignee's percentage interest in the Aggregate Commitment (and, as applicable, a Note in the principal amount of that portion of the Aggregate Commitment retained by the assigning DIP Lender). Upon receipt by the assigning DIP Lender of such Note, the assigning DIP Lender shall return to Borrower any prior Note held by it.
(iii) Agent shall maintain at one of its offices a copy of each Assignment Agreement delivered to it and such transferor a register for the recordation of the names and addresses of each DIP Lender, as appropriate. In connection with any and the commitments of, and principal amount of the Loans owing to, such assignment, the transferor DIP Lender shall pay pursuant to the terms hereof. The entries in such register shall be conclusive, and Borrower, Agent an administrative fee for processing such assignment in the amount of $4,500. Anything in this Section and DIP Lenders may treat each Person whose name is recorded therein pursuant to the contrary notwithstandingterms hereof as a DIP Lender hereunder for all purposes of this DIP Credit Agreement, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement notwithstanding notice to the contrary. Such register shall be available for inspection by Borrower and any DIP Lender, an assignment by a at any reasonable time upon reasonable prior notice to Agent.
(iv) Notwithstanding the foregoing provisions of this SECTION 13.6(a) or any other provision of this DIP Credit Agreement, any DIP Lender may at any time assign all or any portion of its Loans and its Note as collateral security to a Person who is not an Eligible Assignee Federal Reserve Bank or, as applicable, to such DIP Lender's trustee for the benefit of its investors (but no such assignment shall require the written consent release any DIP Lender from any of the Borrower and the Requisite Lendersits obligations hereunder).
Appears in 1 contract
Assignments. Any Lender may with (a) Borrower shall not be permitted to assign this Agreement without the prior written consent of Lender (in the Agent and the Borrower (which event such assignment is to be to an Affiliate of Borrower, such consent in each case, shall not to be unreasonably withheld) and any purported assignment in violation of this Section 12.01 shall be null and void.
(b) Lender may at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement hereunder, in whole or in part, to an Assignee and Lender may at any time pledge its rights and obligations hereunder to an Assignee.
(c) The parties to each assignment shall execute and deliver to Borrower an Assignment and Acceptance. Upon the Notes; provided, howevereffectiveness of a permitted assignment pursuant to Section 12.01(a) or an assignment pursuant to Section 12.01(b) hereunder, (i) no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) each reference in the case of an assignment this Agreement to another Lender or an Affiliate of another “Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee ” shall be deemed to be a reference to the assignor and the assignee to the extent of their respective interests, (ii) such assignee shall be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Agreement, and (iii) the transferor Lender assignor shall be released from its obligations hereunder to a corresponding extentextent of the assignment, and no further consent or action by any party shall be required. Upon .
(d) In the consummation event there are multiple Lenders, all payments of principal, interest, fees and any assignment other amounts payable pursuant to this subsection (c), the transferor Lender, the Agent and the Borrower Loan Documents shall make appropriate arrangements so the new Notes are issued be allocated on a pro rata basis among Lenders according to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall pay to the Agent an administrative fee for processing such assignment their proportionate interests in the amount Loan.
(e) Borrower and Lender shall, from time to time at the request of $4,500. Anything the other party hereto, execute and deliver any documents that are necessary to give full force and effect to an assignment permitted hereunder, including a new Note in this Section to exchange for the contrary notwithstanding, no Lender may assign or participate any interest in any Loan Note held by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite LendersLender.
Appears in 1 contract
Assignments. Any (a) The Lender may may, with the prior written consent of the Agent and the Borrower (which consent in each case, shall not be unreasonably withheld) at any time withheld or delayed), sell, transfer, negotiate or assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement hereunder (including all of its rights and obligations with respect to the Revolving Loans, and the NotesLetters of Credit); provided, however, that (i) any such assignment shall cover the same percentage of the Lender’s Revolving Credit Outstandings and Revolving Credit Commitments, (ii) the aggregate amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no such event (if less than the Assignor’s entire interest) be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (iii) notwithstanding the foregoing, the consent by of the Borrower shall not be required (x) if a Default or for any assignment occurring when any Event of Default shall exist or have occurred and be continuing.
(yb) in the case of an assignment The parties to another Lender or an Affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) each such assignment shall be effected by means of execute and deliver to the Lender, for its acceptance and recording, an Assignment and Assumption AgreementAcceptance, together with any Revolving Credit Note (if the assigning Lender’s Loans are evidenced by a Revolving Credit Note) subject to such assignment. Upon execution the execution, delivery, acceptance and delivery recording of any Assignment and Acceptance from and after the effective date specified in such instrument Assignment and payment by such Assignee Acceptance, (i) the assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such transferor Lender of an amount equal assignee pursuant to the purchase price agreed between such transferor Lender Assignment and such AssigneeAcceptance, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in hereunder and (ii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment and Assumption AgreementAcceptance, relinquish its rights (except for those surviving the payment in full of the Obligations) and the transferor Lender shall be released from its obligations hereunder under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under the Loan Documents, such Lender shall cease to be a corresponding extentparty hereto).
(c) The Lender shall maintain at its address referred to in Section 12.7 (Notices, Etc.) a copy of each Assignment and no further consent or action Acceptance delivered to and accepted by any party shall be requiredit and a register for the recording of the names and addresses of the Lenders and the Revolving Credit Commitments of and principal amount of the Loans and Letter of Credit Obligations owing to each Lender from time to time (the “Register”). Upon the consummation of any Any assignment pursuant to this subsection (c), the transferor Lender, the Agent and the Borrower Section 12.2 shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall pay to the Agent an administrative fee for processing not be effective until such assignment is recorded in the amount of $4,500Register. Anything The entries in this Section to the contrary notwithstandingRegister shall be conclusive and binding for all purposes, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrowerabsent manifest error, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent of and the Borrower and the Requisite LendersLenders may treat each Person whose name is recorded in the Register as a Lender for all purposes of this Agreement. The Register shall be available for inspection by the Borrower, or any Lender at any reasonable time and from time to time upon reasonable prior notice.
(d) Notwithstanding anything to the contrary contained in clause (b) above, the Loans (including the Revolving Credit Notes evidencing such Loans) are registered obligations and the right, title, and interest of the Lenders and their assignees in and to such Loans shall be transferable only upon notation of such transfer in the Register. A Revolving Credit Note shall only evidence the Lender’s or an assignee’s right, title and interest in and to the related Loan, and in no event is any such Revolving Credit Note to be considered a bearer instrument or obligation. This Section 12.2 shall be construed so that the Loans are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code and any related regulations (or any successor provisions of the Internal Revenue Code or such regulations). Solely for purposes of this and for tax purposes only, the Lender shall act as the Borrower’s agent for purposes of maintaining such notations of transfer in the Register.
(e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, the Lender shall, if such Assignment and Acceptance has been completed, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower. Within five Business Days after its receipt of such notice, the Borrower, at its own expense, shall, if requested by such assignee, execute and deliver to the Lender, new Revolving Credit Notes to the order of such assignee in an amount equal to the Revolving Credit Commitments assumed by it pursuant to such Assignment and Acceptance and, if the assigning Lender has surrendered any Revolving Credit Note for exchange in connection with the assignment and has retained Revolving Credit Commitments hereunder, new Revolving Credit Notes to the order of the assigning Lender in an amount equal to the Revolving Credit Commitments retained by it hereunder. Such new Revolving Credit Notes shall be dated the same date as the surrendered Revolving Credit Notes and be in substantially the form of Exhibit B (Form of Revolving Credit Note).
Appears in 1 contract
Samples: Credit Agreement (Directv Group Inc)
Assignments. Any Lender may with the prior written consent of the Agent 9.2.1 Subject to Section 9.1 and the Borrower (which consent in each caseother terms of this Agreement, shall not be unreasonably withheld) at any time the Lenders collectively or individually may assign to one or more Eligible Assignees (each an “Assignee”) assignees all or a portion of its their respective rights and obligations under this Agreement (including, without limitation, all or a portion of their respective Commitments). The parties to each such assignment shall execute and deliver an Assignment Agreement to the Notes; providedAgent, howeverfor its consent and recording in the Register and, (i) no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) except in the case of an assignment to another Lender by the Lenders collectively or an Affiliate assignment by a Lender to an affiliate of another that Lender; (ii) any partial assignment , shall pay a processing and recording fee of $3000 to the Agent. After such execution, delivery, consent and recording the assignee thereunder shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and, to the extent that rights and shall obligations hereunder have all been assigned to it, have the rights and obligations of a Lender with a Commitment as set forth in hereunder and the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption Agreement, relinquish its rights and the transferor Lender shall be released from its obligations hereunder under this Agreement, other than obligations in respect of which it is then in default and liabilities arising from its actions before the assignment. In the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a corresponding extentparty hereto.
9.2.2 The agreements of an assignee contained in an Assignment Agreement shall benefit the assigning Lender thereunder, the other Lenders and no further consent or action the Agent in accordance with the terms of the Assignment Agreement.
9.2.3 The Agent shall maintain at its address referred to herein a copy of each Assignment Agreement delivered to and acknowledged by any party it and a register for recording the names and addresses of the Lenders and the Commitment under the Credit of each Lender from time to time (the "Register"). The entries in the Register shall be requiredconclusive and binding for all purposes, absent manifest error. Upon the consummation of any assignment pursuant to this subsection (c), the transferor LenderThe 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 Agreement, and need not recognize any person as a Lender unless it is recorded in the Register as a Lender. The Register shall be available for inspection by the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall pay to the Agent an administrative fee for processing such assignment in the amount of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement Lender at any reasonable time and from time to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite Lenderstime upon reasonable prior notice.
Appears in 1 contract
Samples: Bridge Credit Agreement (Rogers Communications Inc)
Assignments. Any Lender may with the prior written consent of the Agent and the Borrower (which consent in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, (i) no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender or an Affiliate affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, Loan of at least $10,000,000, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement with respect to the assigned interest and shall have all the rights and obligations of a Lender with a Commitment respect to the assigned interest as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder with respect to the assigned interest 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 subsection (c), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall pay to the Agent an administrative fee for processing such assignment in the amount of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their its respective Affiliates affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite Lenders.
Appears in 1 contract
Samples: Term Loan Agreement (Washington Real Estate Investment Trust)
Assignments. Any Lender (i) The Borrower may with 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 8.07(a), the 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 (which consent in therefrom unless the Agent or each caseLender, as applicable, shall not have consented to such release in a writing specifically referring to the obligation from which the Borrower is to be unreasonably withheldreleased.
(ii) at any Each Lender may from time to time assign to one any or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement the Loan Documents to one or more Persons, without the consent of the Borrower; provided that, no such assignment shall be effective unless (A) the assignment occurs after the Termination Date and the Notes; provided, however, is to an Eligible Assignee unless it is consented to by (i) no the Borrower (unless an Event of Default exists, in which case the consent of the Borrower shall not be required), such consent not to be unreasonably withheld or delayed, and (ii) the Agent, (B) any partial assignment (to anyone other than to an existing Lender) shall be in an amount of not less than $[***] unless it is consented to by the Borrower shall be required (x) if a Default or unless an Event of Default exists, in which case the consent of the Borrower shall exist not be required), such consent not to be unreasonably withheld or delayed, (yC) the assignment shall involve the assignment of a corresponding fixed percentage of all of the assignor's rights and obligations under the Loan Documents, (D) a Notice of Assignment with respect to the assignment, duly executed by the assignor and the assignee, shall have been given to the Borrower (unless an Event of Default exists) and the Agent, (E) in the case of an assignment to another Lender of a Registered Note, such Registered Note shall have been surrendered for registration of assignment duly endorsed by (or an Affiliate accompanied by a written instrument of another Lender; (iiassignment duly executed by) any partial the Registered Holder and such assignment shall be in an amount at least equal to $10,000,000 and have been recorded on the Register, (F) after giving effect to such assignment the assigning total number of Lenders shall be ten (10) or fewer and (G) except in the case of an assignment by the Lender retains a Commitmentthat is the Agent, or if the Commitments Agent shall have been terminated, holds Notes having paid an aggregate outstanding principal balance, assignment fee of at least $10,000,000, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement[***]. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to any effective assignment, the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Agreement, and the transferor Lender assignor shall be released from the obligations so assigned and, in the case of an assignment of all of its obligations hereunder Term Loans and Commitment, shall cease to be a corresponding extent, and no further consent or action by any party shall be requiredLender. Upon In the consummation event of any effective assignment pursuant to this subsection (c), the transferor by a Lender, the Agent and Borrower shall, against (except in the Borrower shall make appropriate arrangements so case of a partial assignment) receipt of the existing Note of the assignor Lender, issue a new Notes are issued Note to the Assignee assignee Lender. So long as no Event of Default shall have occurred and be continuing, no such transferor Lenderassignment shall, as appropriate. In connection with any at the time of such assignment, increase the transferor Lender shall pay to the Agent an administrative fee for processing such assignment in the amount of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent obligation of the Borrower under the Loan Documents and the Requisite Lendersassignee Lender shall not be entitled to any amounts that would otherwise be payable to it under Section 1.13, 7.01, 7.02 or 7.03, unless (i) such amounts would have been payable to the assignor Lender if such assignment had not been granted or (ii) such amounts are a result of a Regulatory Change Enacted after the date such Person becomes a Lender. [***] Represents material that has been omitted and filed separately with the Securities and Exchange Commission under a Confidental Treatment Request.
Appears in 1 contract
Samples: Secured Credit Agreement (Frontier Airlines Inc /Co/)
Assignments. Any Each Lender may with assign its rights and delegate its obligations under this Agreement to any third party (subject, unless an Event of Default exists hereunder, to the prior written consent of the Agent and the Borrower (Company, which consent in each case, shall not be unreasonably withheldwithheld or delayed); the parties to such assignment shall execute and deliver to Collateral Agent, for acceptance and recording a Assignment and Acceptance Agreement together with (i) at any time assign a processing and recording fee of $3,500 payable by the assigning Lender to one or more Eligible Assignees Collateral Agent and (ii) each of the Notes, if any, originally delivered to the assigning Lender for cancellation. The administrative fee referred to in the preceding sentence shall not apply to an “Assignee”) assignment of a security interest in all or any portion of a Lender's rights under this Agreement or the other Loan Documents, to another Related Fund (as defined below) or Participant or as described in clause (1) of subsection 9.5(D) below. Upon receipt of all of the foregoing, Collateral Agent shall notify Borrowers of such assignment and Borrowers shall comply with their obligations under the last sentence of subsection 2.1(F). In the case of an assignment authorized under this subsection 9.5 and otherwise in accordance with the terms of this Agreement, the assignee shall be considered to be a "Lender" hereunder and Borrowers hereby acknowledge and agree that any assignment will give rise to a direct obligation of Borrowers to the assignee. The assigning Lender shall be relieved of its obligations to make Loans hereunder with respect to the assigned portion of its rights Commitment. Notwithstanding anything in the Loan Documents to the contrary (including this subsection 9.5(A), (i) no Lender shall be required to execute or deliver an Assignment and obligations under this Acceptance Agreement in connection with any transaction involving any of its Affiliates, or the lenders or funding or financing sources of CapitalSource or any of its Affiliates, and (ii) there shall be no limitation or restriction on (A) the Notesability of CapitalSource or any of its Affiliates to assign or otherwise transfer any Loan Document, Commitment or Obligation to any such Affiliate or lender or financing or funding source or (B) any such lender's or funding or financing source's ability to assign or otherwise transfer any Loan Document, Commitment or Obligation; provided, however, (i) no CapitalSource shall continue to be liable as a "Lender" under the Loan Documents unless such consent by the Borrower shall be required (x) if a Default Affiliate, lender or Event of Default shall exist funding or (y) in the case of an assignment to another Lender or an Affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 financing source executes and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) each such assignment shall be effected by means of delivers an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Acceptance Agreement and shall have all the rights and obligations of thereby becomes a Lender with a 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 subsection (c), the transferor "Lender, the Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall pay to the Agent an administrative fee for processing such assignment in the amount of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite Lenders."
Appears in 1 contract
Samples: Loan and Security Agreement (Sun Healthcare Group Inc)
Assignments. Any Each Lender may with the prior written consent of the Agent and the Borrower (which consent in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and delegate its obligations under this Agreement and the Notesto an Eligible Assignee; provided, however, (i1) no such Lender (other than GE Capital) shall first obtain the written consent of Agent and Borrower (unless assigning to a Lender or an Affiliate of a Lender), which consent in either case shall not be unreasonably withheld (provided that such consent by the of Borrower shall not be required (x) if a Default or at any time that an Event of Default exists), (2) the amount of Commitments and Loans of the assigning Lender being assigned shall exist in no event be less than the lesser of (a) $5,000,000 or (yb) the entire amount of the Commitments and Loans of such assigning Lender and (3) the parties to such assignment shall execute and deliver to Agent for acceptance and recording a Assignment and Acceptance Agreement together with (i) a processing and recording fee of $3,500 payable by the assigning Lender to Agent and (ii) 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 to another Lender or an Affiliate of another Lender; (ii) any partial assignment authorized under this subsection 9.5, the assignee shall be in an amount at least equal considered to $10,000,000 be a “Lender” hereunder (and after giving effect to such assignment without limiting the assigning Lender retains a Commitmentgenerality of the foregoing, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) each such assignment assignee shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed considered to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Agreementunder, and bound by, the transferor Canadian Facility Intercreditor Agreement) and Obligors hereby acknowledge and agree that any assignment will give rise to a direct obligation of Obligors to the assignee. The assigning Lender shall be released from relieved of its obligations to make Loans 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 subsection (c), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so the new Notes are issued with respect to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall pay to the Agent an administrative fee for processing such assignment in the amount assigned portion of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite Lendersits Commitment.
Appears in 1 contract
Samples: Loan and Security Agreement (Beacon Roofing Supply Inc)
Assignments. (a) Each of the Agent, the Transaction Parties and the Alternate Lenders hereby agrees and consents to the complete or partial assignment by the Conduit Lender of all or any portion of its rights under, interest in, title to and obligations under this Agreement to the Alternate Lenders pursuant to the Liquidity Agreement.
(b) Any Alternate Lender may with the prior written consent of the Agent and the Borrower (which consent in each case, shall not be unreasonably withheld) at any time and from time to time assign to one or more Eligible Assignees Persons (each an “Assignee”each, a "Purchasing Alternate Lender") all or a portion any part of its rights and obligations under this Agreement pursuant to an assignment agreement substantially in the form set forth in Exhibit V hereto (an "Assignment Agreement") executed by such Purchasing Alternate Lender and the Notessuch selling Alternate Lender; provided, however, that any assignment of an Alternate Lender's rights and obligations hereunder shall include a pro rata assignment of its rights and obligations under the Liquidity Agreement. The consent of the Conduit Lender and of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required prior to the effectiveness of any such assignment. Each assignee of an Alternate Lender must (i) no such consent have a short-term debt rating of P-1 by the Borrower shall be required (x) if a Default Moody's and A-1 or Event of Default shall exist or (y) in the case of an assignment to another Lender or an Affiliate of another Lender; better by S&P and (ii) agree to deliver to the Agexx, xxxmptly following any partial assignment request therefor by the Agent or the Conduit Lender, an enforceability opinion in form and substance satisfactory to the Agent and Conduit Lender. Upon delivery of an executed Assignment Agreement to the Agent, such selling Alternate Lender shall be in an amount at least equal released from its obligations hereunder and under the Liquidity Agreement to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery extent of such instrument and payment by such Assignee to such transferor assignment. Thereafter the Purchasing Alternate Lender of shall for all purposes be an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Alternate Lender party to this Agreement and the Liquidity Agreement and shall have all the rights and obligations of a an Alternate Lender with a Commitment hereunder and thereunder to the same extent as set forth in such Assignment if it were an original party hereto and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, thereto and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall pay to the Agent an administrative fee for processing such assignment in the amount of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent Lenders or any the Agent shall be required.
(c) Each of their respective Affiliates the Alternate Lenders agrees that in the event that it shall suffer a Downgrading Event, such Downgraded Alternate Lender shall be obliged, at the request of the Conduit Lender or Subsidiaries. Notwithstanding anything set forth the Agent, to assign all of its rights and obligations hereunder and under the Liquidity Agreement to (x) another Alternate Lender or (y) another funding entity nominated by the Agent or a Transaction Party and acceptable to the Conduit Lender and willing to participate in this Agreement and the Liquidity Agreement through the Scheduled Termination Date in the place of such Downgraded Alternate Lender; provided, that the Downgraded Alternate Lender receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such Alternate Lender's Pro Rata Share of the Obligations owing to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require Alternate Lenders.
(d) No Transaction Party may assign any of its rights or obligations under this Agreement without the prior written consent of the Borrower Agent and each of the Requisite Lenders.
(e) Any Downgraded Alternate Lender or Non-Renewing Alternate Lender which has not assigned its rights and obligations hereunder if requested pursuant to this Article XII shall be a "Terminating Alternate Lender" for purposes of this Agreement as of the then current Scheduled Termination Date (or, in the case of any Downgraded Alternate Lender, such earlier date as declared by the Agent. The Commitment of any Alternate Lender shall terminate on the date it becomes a Terminating Alternate Lender. Upon reduction to zero of all Obligations owing to a Terminating Alternate Lender (after application of Collections thereto pursuant to Section 2.2) all rights and obligations of such Termination Alternate Lender shall be terminated and such Terminating Alternate Lender shall no longer be an "Alternate Lender" hereunder; provided, however, that the provisions of Article X shall continue in effect for its benefit with respect to Advances or the Commitment held by such Terminating Alternate Lender prior to its termination as an Alternate Lender.
Appears in 1 contract
Samples: Credit and Security Agreement (PMC Commercial Trust /Tx)
Assignments. Any Lender may with Upon ten (10) days' written notice to the prior written consent Lessee, all or any part of the Agent and interest of the Borrower (which consent in each caseLessor in, shall not to or under this Agreement, the other Operative Documents or the Property may be unreasonably withheld) assigned or transferred by the Lessor at any time assign to one any assignee or more Eligible Assignees (each an “Assignee”) all or a portion transferee, including any Affiliate of its rights and obligations under this Agreement and the NotesLessor; provided, however, that such assignee or transferee is (i) no such consent by the Borrower shall be required (x) if a Default commercial bank, savings and loan association, savings bank, pension plan, depository institution, insurance company, branch or Event agency of Default shall exist a foreign bank or other similar financial institution, in each case, having a minimum capital and surplus of $10,000,000 or (yii) in the case of an assignment to another Lender or an Affiliate of another Lender; any institution described in clause (iii) and the obligations of such assignee or transferee hereunder are guaranteed by such institution. Any assignment by the Lessor of its rights under this Lease to an entity organized under the laws of a jurisdiction other than the United States of America or a political subdivision thereof (any partial assignment such entity, a "Foreign Transferee") shall not be effective unless the Foreign Transferee provides the Lessee with evidence satisfactory to the Lessee that the Foreign Transferee is entitled to receive payments under this Agreement without deduction or withholding of United States federal income tax or United States backup withholding tax. From and after any transfer effected in accordance with this Section 21.1, the Lessor making such transfer shall be released, to the extent of the obligations assumed by the Transferee, from its liability hereunder and under the other Operative Documents to which it is or will be a party in an amount at least equal respect of obligations to $10,000,000 and be performed on or after giving effect to the date of such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreementtransfer. Upon execution and delivery of such instrument and payment any transfer by such Assignee to such transferor Lender of an amount equal to Lessor in accordance with this Section 21.1, the purchase price agreed between such transferor Lender and such Assignee, such Assignee Transferee shall be deemed to be a Lender party to this Agreement and the "Lessor" for all purposes of the Operative Documents, shall have all the rights and obligations under such Operative Documents, from the date of a Lender with a Commitment as set forth in such Assignment and Assumption Agreementthe transfer and, 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 subsection (c), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so the new Notes are issued each reference herein to the Assignee and Lessor making such transferor Lendertransfer shall thereafter be deemed a reference to such Transferee for all purposes, except as appropriate. In connection with any such assignment, the transferor Lender shall pay to the Agent an administrative fee for processing such assignment provided in the amount of $4,500. Anything preceding sentence; provided that in this Section to no event shall the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent obligations of the Borrower and Lessee be increased or the Requisite LendersLessee's rights decreased.
Appears in 1 contract
Samples: Lease and Security Agreement (Alternative Living Services Inc)
Assignments. Any Lender may with BANK shall have the prior written consent of the Agent and the Borrower (which consent in each caseunrestricted right, shall not be unreasonably withheld) at BANK's expense, at any time or from time to time, on prior notice to BORROWER but without the need for BORROWER's consent, to assign to one or more Eligible Assignees (each an “Assignee”) all or a any portion of its rights and obligations under hereunder to one or more banks or other financial institutions (each, an "Assignee"), and BORROWER agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Agreement and to any other documents, instruments and agreements executed in connection herewith as BANK shall deem necessary to effect the Notes; providedforegoing. In addition, howeverat the request of BANK and any such Assignee, (i) no BORROWER shall issue one or more new promissory notes, as applicable, to any such consent Assignee and, if BANK has retained any of its rights and obligations hereunder following such assignment, to BANK, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the Borrower promissory note held by BANK prior to such assignment and shall be required (x) if a Default or Event reflect the amount of Default shall exist or (y) in the case of an assignment to another Lender or an Affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 respective commitments and loans held by such Assignee and BANK after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreementassignment. Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by BANK in connection with such instrument assignment, and the payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender to by BANK, and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all of the rights and obligations of a Lender with a Commitment as set forth BANK hereunder (and under any and all other guaranties, documents, instruments and agreements executed in connection herewith) to the extent that such Assignment rights and Assumption Agreementobligations have been assigned by BANK pursuant to the assignment documentation between BANK and such Assignee, and the transferor Lender BANK shall be released from its obligations hereunder and thereunder 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 subsection (c), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall pay to the Agent an administrative fee for processing such assignment Nothing in the amount foregoing shall increase any financial obligation of $4,500BORROWER hereunder. Anything Notwithstanding anything else in this Section to 8.4 or in Section 8.5 below, the contrary notwithstanding, no Lender may following shall apply:
(a) BANK shall not assign or participate all or any interest in any Loan held by it part of its rights and obligations hereunder to any Assignee or Participant that is not a bank or trust company organized under the Borrower, laws of the Parent United States or any state thereof having a combined capital and surplus of their respective Affiliates at least $500,000,000;
(b) no assignment or Subsidiaries. Notwithstanding anything set forth participation shall be made for less than $2,000,000 of BANK's commitment hereunder; and
(c) there shall in this Agreement to the contrary, no event be more than an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent aggregate of the Borrower two Assignees and the Requisite LendersParticipants hereunder at any time.
Appears in 1 contract
Samples: Loan Agreement (Loehmanns Inc)
Assignments. Any Lender The rights and estate of any party hereto may with be assigned from time to time in whole or in part and as to any horizon subject to the prior written consent of the Agent and the Borrower (which Lessor. Xxxxxx’s consent in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided. Provided, however, (i) no such that consent by from the Borrower Lessor shall not be required (x) if a Default or Event of Default shall exist or (y) in the case event of an assignment by Lessee: to another Lender or an Affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitmentaffiliate, subsidiary, or if internal partner, joint venture partners or in consequence of a merger or amalgamation. All of the Commitments have been terminatedcovenants, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000obligations, and considerations of this Lease shall extend to and be binding upon the parties hereto, their heirs, successors, assigns, and successive assigns. No assignment by Xxxxxx (iiior any assignee of Lessee) each such assignment of all or any part of or interest in this Lease shall relieve Xxxxxx (or any assignee of Lessee) of any liability for breach of any covenant, warranty or other obligation of Lessee hereunder, whether theretofore or thereafter accrued. Each assignee of all or any portion of the rights of Lessee hereunder agrees to be effected bound by means the provisions of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal this lease to the purchase price agreed between same extent as if such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender assignee were an original party to this Agreement Lease. Notwithstanding any assignment by Xxxxxx of a segregated portion of this Lease, default by Lessee or any assignee or subassignee of Lessee in any covenant or condition in this Lease shall constitute default as to the entire Lease. Lessee shall prior to the assignment of this Lease or any part thereof notify Lessor of such assignment and furnish Lessor a true copy of any assignment. All notices to Lessee hereunder may be given to the Lessee named herein, despite the assignment of part or all of the Lease. No change or division in the ownership of the Leased Premises, royalties, or other moneys, or any part thereof, howsoever affected, shall have all increase the obligations or diminish the rights of Lessee, including, but not limited to, the location and obligations drilling of a Lender with a Commitment as set forth xxxxx and the measurement of production. Notwithstanding any other actual or constructive knowledge or notice thereof to Lessee, its successors or assigns, no change or division in the ownership of the Leased Premises or of the royalties or other moneys, or the right to receive the same, howsoever effected, shall be binding upon the then record owner of this Lease until thirty (30) days after there has been furnished to such Assignment record owner at his or its principal place of business by Lessor or Xxxxxx’s heirs, successor, or assigns, notice of such change or division, supported by either originals or copies of the instruments which have been properly filed for record and Assumption Agreementwhich evidence such change or division, and the transferor Lender of such court records and proceedings, transcripts, or other documents as shall be released from its obligations hereunder necessary in the opinion of such record owner to a corresponding extent, and no further consent establish the validity of such change or action by any party shall be requireddivision. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with If any such assignment, the transferor Lender shall pay to the Agent an administrative fee for processing such assignment change in the amount of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held ownership occurs by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent reason of the Borrower and death of the Requisite LendersLessor, Lessee may nevertheless pay or tender such royalties or other moneys, or part thereof, to Lessor.
Appears in 1 contract
Samples: Oil and Gas Lease
Assignments. Any The Lender may with shall have the right to assign a portion of such Lender’s rights and obligations under this Financing Agreement to a commercial bank, commercial finance lender or other financial institution in order to effectuate the assignment of the applicable Principal Balance, provided that (i) the principal amount of loans assigned to any one institution shall not be less than One Million Dollars ($1,000,000), and (ii) if no Default or Event of Default exists at the time of such assignment, the Lender shall have obtained the prior written consent of the Agent and the Borrower Company (which consent in each case, shall not unreasonably be unreasonably withheld) at any time assign , conditioned or delayed). Each assignment of an applicable Principal Balance hereunder must be made pursuant to one or more Eligible Assignees (each an “Assignee”) all or a portion Assignment and Transfer Agreement. From and after the effective date of its rights an Assignment and obligations under this Agreement and the Notes; provided, howeverTransfer Agreement, (i) no such consent by the Borrower assignee thereunder shall be required (x) if become a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender or an Affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Financing Agreement and, to the extent that rights and obligations hereunder have been assigned to such assignee pursuant to such assignment, shall have all the rights and obligations of a Lender with hereunder (except such assignee shall be entitled to the benefit of the cost protection provisions contained in Section 8.6 to no greater extent than the Lender that assigned a Commitment as set forth in portion of such Assignment Lender’s rights and Assumption Agreementobligations under the Financing Agreement to such assignee), and (ii) the transferor assigning Lender, to the extent that rights and obligations hereunder have been assigned by such Lender pursuant to such assignment, shall relinquish its rights and be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredunder this Financing Agreement. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall pay to the Agent an administrative fee for processing such assignment in the amount of $4,500. Anything in this Section Notwithstanding anything to the contrary notwithstandingcontained in this Financing Agreement (including, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrowerwithout limitation, the Parent or Section 13.2 hereof), neither Sun Capital nor any of their respective Affiliates its affiliates, partners, employees, directors, members or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, consultants may be a participant or an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite Lendersassignee Lender.
Appears in 1 contract
Samples: Second Lien Financing Agreement (Horsehead Holding Corp)
Assignments. Any Lender may with assignment by either Party to any entity of any right, obligation or duty, or of any other interest hereunder, in whole or in part, without the prior written consent of the Agent and the Borrower (which consent in each caseother Party shall be void, shall not be unreasonably withheld) at any time except as otherwise hereinafter provided. A Party may assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and in its entirety to an Affiliate of the NotesParty or any entity succeeding a Party by sale, merger, or acquisition without the consent of the other Party; provided, however, that the assignee is authorized as a CLEC in all states covered by this Agreement. The assigning Party shall notify the other Party in writing of such assignment thirty (i30) no days prior to the Effective Date thereof and, provided further, if the assignee is an assignee of Globe, the assignee must provide evidence of Commission CLEC certification. The Parties shall amend this Agreement to reflect such consent by the Borrower assignments and shall work cooperatively to implement any changes required due to such assignment. All obligations and duties of any Party under this Agreement shall be required (x) if a Default binding on all successors in interest and assigns of such Party. No assignment or Event delegation hereof shall relieve the assignor of Default shall exist or (y) its obligations under this Agreement in the case of an assignment event that the assignee fails to another Lender or an Affiliate of another perform such obligations. In addition to the foregoing, either Party may assign its rights to payments hereunder to a commercial lending institution (a “Commercial Lender”) upon sixty (60) days notice to the other Party; (ii) provided that any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) each such assignment shall be effected by means not affect either Party’s obligations under this Agreement, regardless of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal whether the assigning Party is in default as to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be assignee. In the event that a Lender party Party to this Agreement (the “Assigning Party”) assigns its rights to receive payment hereunder to a Commercial Lender pursuant to the previous sentence, the other Party hereto (“the Obligated Party”) shall retain the right to set-off against such assigned payment obligations any amounts owed to the Obligated Party by the Assigning Party, notwithstanding any notification given by the Commercial Lender to the Obligated Party, and shall have all the rights and obligations of a Lender with a Commitment as notwithstanding any other provision set forth in Section 9-404(a) or (b) of the Uniform Commercial Code or equivalent thereof as in effect pursuant to the Governing Law section of this Agreement. Any such Assignment and Assumption Agreement, and assignment to a Commercial Lender that could result in the transferor Lender assignee or a designee of the assignee operating as a carrier under this Agreement 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 subsection (c), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall pay to the Agent an administrative fee for processing such assignment in the amount of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite Lendersvoid.
Appears in 1 contract
Samples: Clec Agreement
Assignments. Any Lender may with the prior written consent of the Administrative Agent and the Borrower (which consent consent, in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the NotesNote; provided, however, (i) no such consent by the Borrower shall be required (x) if a Default or Event of Potential Default shall exist or (y) in the case of an assignment to another Lender or an Affiliate affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 10,000,000.00 and after giving effect to such assignment the assigning Lender retains a CommitmentPortion, or if the Commitments Portions have been terminated, holds Notes a Note having an aggregate outstanding principal balance, of at least $10,000,00010,000,000.00, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment Portion 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 subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements arrangement so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,5004,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their its respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite Lenderssubsidiaries.
Appears in 1 contract
Assignments. Any (a) Lender may may, with the prior written consent of the Agent and the Borrower Representative (which consent in each case, shall not be unreasonably withheld, conditioned or delayed) at any time assign to one or more Eligible Assignees Persons (each any such Person, an “Assignee”) all or a any portion of its rights Loans and obligations under this Agreement and the NotesRevolving Loan Commitment; provided, howeverhowever that, no consent of the Representative shall be required in connection with (i) any assignment following the occurrence and during the continuance of an Event of Default or (ii) any assignment of Lender to any of its Affiliates or (iii) any assignment to secure obligations of Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or to any trustee for the holders of its debt or equity interests or (iv) any assignment that is required by the United States government (whether federal, state, county or otherwise). Representative shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Representative has expressly objected to such assignment within three (3) Business Days after notice thereof.
(b) From and after the date on which the conditions described above have been met, (i) no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender or an Affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed automatically to be have become a party hereto and, to the extent that rights and obligations hereunder have been assigned to such Assignee pursuant to an assignment agreement between Lender party to this Agreement and the Assignee, shall have all the rights and obligations of a Lender with a Commitment as set forth in hereunder and (ii) Lender, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption Agreement, and the transferor Lender shall be released from its rights (other than its indemnification rights) and obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredhereunder. Upon the consummation request of the Assignee (and, as applicable, Lender) pursuant to an effective assignment agreement, Borrowers shall execute and deliver to the Assignee (and, as applicable, Lender) a Note in the principal amount of the Assignee’s pro rata share of the Revolving Loan Commitment plus the principal amount of the Assignee’s Term Loan (and, as applicable, a Note in the principal amount of the pro rata share of the Revolving Loan Commitment retained by Lender plus the principal amount of the Term Loan retained by Lender). Each such Note shall be dated the effective date of such assignment. Upon receipt by Lender of such Note, Lender shall return to Borrowers any prior Note held by it.
(c) Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release Lender from any of its obligations hereunder or substitute any such pledgee or assignee for Lender as a party hereto.
(d) For the avoidance of doubt, if Lender assigns less than all (but not all) of its Loans and Revolving Loan Commitment to one or more Persons after the Closing Date, Loan Parties shall, and shall cause their Subsidiaries to, (i) and Lender shall, and shall cause the proposed assignee(s) to, enter into good faith negotiations to add provisions to this Agreement which are commercially reasonable and mutually acceptable addressing defaulting lenders and amendments to the Loan Documents, and (ii) cooperate in good faith with any other amendments, restatements, supplements or other modifications that are necessary or desirable to be made to this Agreement and any other Loan Document to reflect Lender as “administrative agent” and the addition of more than one Lender, as determined in Lender’s Credit Judgment, but in no event shall any such amendment, restatement, supplement or other modification (A) change the amount of the Revolving Loan Commitment, the outstanding amount of the Term Loan or any stated fee payable with respect to the Revolving Loans and Term Loan pursuant to this subsection (c), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so Agreement or any other Loan Document or require Borrowers to pay any fee to the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In Lender in connection with any such assignment, (B) change the transferor Maturity Date or any other date upon which any principal, interest or other amount payable by any Loan Party under any Loan Document is payable, (C) change any interest rate, or (D) make any other term or provision of this Agreement or any other Loan Document (1) adverse to any Loan Party or any Subsidiary of any Loan Party, or result in making compliance by any Loan Party or any Subsidiary of any Loan Party with any term or provision of this Agreement or any Loan Document more adverse or difficult (provided that, for the avoidance of doubt, neither (A) the Loan Parties obligation to indemnify the Lender shall pay and any new lender(s) or (B) the Borrowers obligation to reimburse the Lender and any new lender(s) for costs and expenses with respect to the Agent an administrative fee for processing such assignment in the amount of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any administration and enforcement of their respective Affiliates rights under the any Loan Document shall not be deemed to be adverse to any Loan Party) or Subsidiaries. Notwithstanding anything set forth in this Agreement (2) adverse to Lender or the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite Lendersnew lender(s).
Appears in 1 contract
Samples: Loan and Security Agreement (Lawson Products Inc/New/De/)