Benefit of Agreement Assignments and Participations. (a) This Agreement shall be binding upon and inure to the benefit of Borrower, Lenders, Agents and their respective successors and permitted assigns, and all subsequent holders of any of the Notes or any portion thereof. (b) Each Lender may assign its rights and interests under this Agreement, the Notes and the Security Documents and/or delegate its obligations hereunder and thereunder, in whole or in part, and sell participations in its Commitment(s) and its Loans, provided as follows: (i) Any such assignment, other than an assignment in whole, made other than to (A) another Lender, (B) a separately organized branch of a Lender or (C) a Related Lender Party, shall reflect an assignment of such assigning Lender’s Note and Commitment which is in an aggregate principal amount of at least $1,000,000, and if greater, shall be in an integral multiple of $100,000. (ii) Notwithstanding any provision of this Agreement to the contrary, (A) each Lender may at any time pledge all or any portion of its rights under this Agreement and each of the other Loan Documents, including without limitation its Loans and the Notes held by such Lender, to a Federal Reserve Bank (or equivalent thereof in the case of Lenders chartered outside of the United States) in support of borrowings made by such Lender from such Federal Reserve Bank, (B) with the consent of each Agent, any Lender which is a fund may pledge all or any portion of its Notes or Loans to its trustee in support of its obligations to its trustee, and (C) any such pledgee may enforce such pledge. No pledge pursuant to this subsection (ii), and no enforcement thereof by the pledgee, shall release the transferor Lender from any of its obligations and liabilities under the Loan Documents. (iii) Any assignments and/or delegations made hereunder shall be pursuant to an instrument of assignment and acceptance (the “Assignment and Acceptance”) substantially in the form of Schedule 12 and the parties to each such assignment shall execute and deliver to Collateral Agent for its acceptance the Assignment and Acceptance together with any Note or Notes subject thereto. Upon such execution and delivery, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (A) the assignee thereunder shall become a party hereto, to the Loan Documents, and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder with the applicable Commitment set forth therein and (B) the assigning Lender thereunder shall, to the extent provided in such assignment, be released from its obligations under this Agreement as to that portion of its obligation being so assigned and delegated. The Assignment and Acceptance shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of the assignee as a Lender and the resulting adjustment of Commitments arising from the purchase by and delegation to such assignee of all or a portion of the rights and obligations of such assigning Lender under this Agreement. (iv) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and the assignee together with the Note subject to such assignment (or a standard indemnity letter from the respective assigning Lender in respect of any lost Note) and payment by the assignee to Collateral Agent of a registration and processing fee of $5,000, Collateral Agent shall accept such Assignment and Acceptance; provided, however, that in lieu of such processing fee, on not more than two (2) occasions involving assignments to an Affiliate, the assigning Lender shall be obligated to pay to Collateral Agent only Collateral Agent’s out-of-pocket expenses incurred in documenting and reviewing such assignment (including reasonable attorneys’ fees). Promptly upon delivering such Assignment and Acceptance to Collateral Agent, the assigning Lender shall give notice thereof to Borrowers and Collateral Agent. Within five (5) Business Days after receipt of such notice, Borrowers shall execute and deliver to Collateral Agent in exchange for each such surrendered Note a new Note payable to the order of such assignee in an amount equal to the portion of the Commitment assumed by such assignee pursuant to such Assignment and Acceptance and a new Note payable to the order of the assigning Lender in an amount equal to the portion of the Commitment retained by it hereunder. Such new Notes shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form provided in Section 2.01. Canceled Notes shall be returned to Borrowers upon the execution and delivery of such new Notes. (v) Each Lender may sell participations in all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments and the Notes held by it); provided, however, that, (A) the selling Lender shall remain obligated under this Agreement to the extent as it would if it had not sold such participation, (B) the selling Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) at no time shall the selling Lender agree with such participant to take or refrain from taking any action hereunder or under any other Loan Document, except that the selling Lender may agree not to consent, without such participant’s consent, to any of the actions referred to Article XI, to the extent that the same require the consent of each Lender hereunder, (D) all amounts payable by Borrower hereunder shall be determined as if such Lender had not sold such participation and no participant shall be entitled to receive any greater amount pursuant to this Agreement than the selling Lender would have been entitled to receive in respect of the amount of the participation transferred by such Lender to such participant had no such transfer occurred, and (E) Borrowers, Collateral Agent, and the other Lenders shall continue to deal solely and directly with the selling Lender in connection with such Lender’s rights and obligations under this Agreement. (vi) Except for an assignment made to (A) another Lender, (B) a separately organized branch of a Lender, (C) a Related Lender Party or (D) an Eligible Transferee, no assignment referred to above shall be permitted without the prior written consent of each Agent, which consent shall not be unreasonably withheld or delayed. (vii) Borrowers may not assign any of their rights or delegate any of their duties or obligations hereunder. (viii) To the extent that an assignment of all or any portion of a Lender’s Commitment and outstanding Loans pursuant to subsection (b) of Article XI or this Article XII would, due to circumstances existing at the time of such assignment, result in costs under Sections 2.07, 2.09 or 2.10 which are increased from those being charged by the assigning Lender prior to such assignment, then Borrowers shall not be obligated to pay such increased costs (although Borrowers shall be obligated to pay any other increased costs of the type described above resulting from changes after the date of the respective assignment). (ix) Any Lender may, in connection with any assignment or participation pursuant to this Section, disclose to the assignee or participant any information relating to the Borrowers and their Affiliates furnished to such Lender by or on behalf of Borrowers and such assignee or participant shall treat such information as confidential. (x) No Lender shall sell any Participation or Loan interest to a Person that, by virtue of ownership of debt and/or equity in EBC, would be deemed to hold an attributable ownership interest in any of the Borrowers in violations of applicable FCC rules and regulations.
Appears in 2 contracts
Samples: Credit Agreement (Coconut Palm Acquisition Corp.), Credit Agreement (Coconut Palm Acquisition Corp.)
Benefit of Agreement Assignments and Participations. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, Lenders, Agents the Lenders and the Agent and their respective successors and permitted assigns, and all subsequent holders of any of the Notes or any portion thereof.
(b) Each Lender may assign its rights and interests under this Agreement, the Notes and the Security Documents and/or delegate its obligations hereunder and thereunder, in whole or in part, and sell participations in its Commitment(s) the Notes and its Loansthe Security Documents as security therefor, to any bank or financial institution with net capital, capital surplus and undivided profits in excess of $500,000,000, provided as follows:
(i) Any such No Lender shall make any assignment, other than an assignment in wholewhole or to a separately organized branch or an affiliate of the same Lender, if, after giving effect thereto, such Lender would hold less than $5,000,000 of the then aggregate outstanding principal amount of the Notes, notwithstanding this provision any Lender may make assignments in any amount to any other existing Lender, subject to the Agent's and the Borrower's consent, which consent will not be unreasonably withheld or delayed, provided that the Borrower's consent will not be required if a Default (other than a de minimus default under the Loan Documents) then exists and is continuing hereunder.
(ii) Any such assignment made other than to (A) another Lender, (B) a separately organized branch of branch, or an affiliate of, a Lender or (C) a Related Lender Party, shall reflect an assignment of such assigning Lender’s Note 's Notes and Commitment Commitments which is in an aggregate principal amount of at least $$ 1,000,000, and if greater, shall be in an integral multiple of $100,0001,000,000.
(iiiii) Notwithstanding any provision of this Agreement to the contrary, (A) each Lender may at any time pledge assign all or any portion of its rights under this Agreement and each of the other Loan Documents, including including, without limitation its Loans and limitation, the Notes held by such Lender, to a Federal Reserve Bank (or equivalent thereof in the case of Lenders chartered outside of the United States) in support of borrowings made by ); provided that no such Lender from such Federal Reserve Bank, (B) with the consent of each Agent, any Lender which is a fund may pledge all or any portion of its Notes or Loans to its trustee in support of its obligations to its trustee, and (C) any such pledgee may enforce such pledge. No pledge pursuant to this subsection (ii), and no enforcement thereof by the pledgee, assignment shall release the transferor a Lender from any of its obligations and liabilities under the Loan Documents. Any Federal Reserve Bank (or equivalent thereof) which receives such an assignment from any Lender may make further assignments of such rights in accordance with the provisions of this Section.
(iiiiv) Any assignments and/or delegations made hereunder shall be pursuant to an instrument of assignment and acceptance (the “"Assignment and Acceptance”") substantially in the form of Schedule 12 13(b)(iv) and the parties to each such assignment shall execute and deliver to Collateral the Agent for its acceptance the Assignment and Acceptance together with any Note or Notes subject thereto. Upon such execution and delivery, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (A) the assignee thereunder shall become a party hereto, to the Loan Documents, hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder with the applicable Commitment Commitments as set forth therein and (B) the assigning Lender thereunder shall, to the extent provided in such assignment, be released from its obligations under this Agreement as to that portion of its obligation being so assigned and delegated. The Assignment and Acceptance shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of the assignee as a Lender and the resulting adjustment of Commitments arising from the purchase by and delegation to such assignee of all or a portion of the rights and obligations of such assigning Lender under this Agreement.
(ivv) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and the assignee together with the Note or Notes subject to such assignment (or a standard indemnity letter from the respective assigning Lender in respect of any lost Note) and payment by the assignee to Collateral the Agent of a registration and processing fee of $5,0003,500, Collateral the Agent shall accept such Assignment and Acceptance; provided, however, that in lieu of such processing fee, on not more than two (2) occasions involving assignments to an Affiliate, the assigning Lender shall be obligated to pay to Collateral Agent only Collateral Agent’s out-of-pocket expenses incurred in documenting and reviewing such assignment (including reasonable attorneys’ fees). Promptly upon delivering such Assignment and Acceptance to Collateral the Agent, the assigning Lender shall give notice thereof to Borrowers the Borrower pursuant to a Notice of Assignment and Collateral AgentAcceptance substantially in the form of Schedule 13(b)(y) and addressed to the Agent and the Borrower. Within five (5) Business Days after receipt of such notice, Borrowers shall the Borrower shall, execute and deliver to Collateral the Agent in exchange for each such surrendered Note a new Note payable to the order of such assignee in an amount equal to the portion of the Commitment applicable Commitment(s) assumed by such assignee pursuant to such Assignment and Acceptance and a new Note payable to the order of the assigning Lender in an amount equal to the portion of the Commitment applicable Commitment(s) retained by it hereunder. Such new Notes shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form provided in Section 2.011.01. Canceled Notes shall be returned to Borrowers the Borrower upon the execution and delivery of such new Notes.
(vvi) Each Lender may sell participations in all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments Commitment and the Notes held by it); provided, however, that, (A) the selling Lender shall remain obligated under this Agreement to the extent as it would if it had not sold such participation, (B) the selling Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) at no time shall the selling Lender agree with such participant to take or refrain from taking any action hereunder or under any other Loan Document, except that the selling Lender may agree not to consent, without such participant’s 's consent, to any of the actions referred to Article XIXII, to the extent that the same require the consent of each Lender hereunder, (D) all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation and no participant shall be entitled to receive any greater amount pursuant to this Agreement than the selling Lender would have been entitled to receive in respect of the amount of the participation transferred by such Lender to such participant had no such transfer occurred, and (E) Borrowersthe Borrower, Collateral Agent, the Agent and the other Lenders shall continue to deal solely and directly with the selling Lender in connection with such Lender’s Lendees rights and obligations under this Agreement.
(vivii) Except for an assignment made to (A) another Lender, (B) a separately organized branch or an Affiliate of a Lender, (C) a Related Lender Party or (D) an Eligible Transferee, no assignment or participation referred to above shall be permitted without the prior written consent of each Agentthe Agent and the Borrower, which consent shall not be unreasonably withheld or delayed.
, provided that the Borrower's consent will not be required if an Event of Default (viiother than a de minimus default under the Loan Documents) Borrowers may not assign any of their rights or delegate any of their duties or obligations then exists and is continuing hereunder.
(viii) To the extent that an assignment The Borrower may not assign any of all its rights or delegate any portion of a Lender’s Commitment and outstanding Loans pursuant to subsection (b) of Article XI its duties or this Article XII would, due to circumstances existing at the time of such assignment, result in costs under Sections 2.07, 2.09 or 2.10 which are increased from those being charged by the assigning Lender prior to such assignment, then Borrowers shall not be obligated to pay such increased costs (although Borrowers shall be obligated to pay any other increased costs of the type described above resulting from changes after the date of the respective assignment)obligations hereunder.
(ix) Any Lender may, in connection with any assignment or participation pursuant to this Section, disclose to the assignee or participant any information relating to the Borrowers Companies, the Parent Companies and their respective Affiliates furnished to such Lender by or on behalf of Borrowers the Borrower and such assignee or participant shall treat such information as confidential.
(x) No Lender shall sell any Participation or Loan interest to a Person that, by virtue of ownership of debt and/or equity in EBC, would be deemed to hold an attributable ownership interest in any of the Borrowers in violations of applicable FCC rules and regulations.
Appears in 2 contracts
Samples: Credit Agreement (Acme Intermediate Holdings LLC), Credit Agreement (Acme Television LLC)
Benefit of Agreement Assignments and Participations. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, Lenders, Agents the Lenders and the Agent and their respective successors and permitted assigns, and all subsequent holders of any of the Notes or any portion thereof.
(b) Each Lender may assign its rights and interests under this Agreement, the Notes and the Security Documents and/or delegate its obligations hereunder and thereunder, in whole or in part, and sell participations in its Commitment(s) the Notes and its Loansthe Security Documents as security therefor, provided as follows:
(i) Any such assignment, other than an assignment in whole, made other than to (A) another Lender, (B) a separately organized branch of a Lender or (C) a Related Lender Party, shall reflect an assignment of such assigning Lender’s Note 's Notes and Commitment Commitments which is in an aggregate principal amount of at least $1,000,000500,000, unless each of the Borrower and if greater, shall be in an integral multiple of $100,000the Agent otherwise consents to a lesser amount.
(ii) Notwithstanding any provision of this Agreement to the contrary, (A) each Lender may at any time pledge all or any portion of its rights under this Agreement and each of the other Loan Documents, including without limitation its Loans and the Notes held by such Lender, to a Federal Reserve Bank (or equivalent thereof in the case of Lenders chartered outside of the United States) in support of borrowings made by such Lender from such Federal Reserve Bank, Bank and (B) with any Lender that is a fund or similar investment vehicle that invests in or makes commercial loans may, without the consent of each Agentthe Agent or the Borrower, any Lender which is a fund may pledge all or any portion of its Notes or Loans to its any holders of obligations owed, or securities issued, by such Person, as security for such obligations or securities, or to any trustee in support for, or any other representative of, such holders; provided that any foreclosure or similar action by such trustee shall be subject to the provisions of its obligations to its trustee, and (C) any such pledgee may enforce such pledgethis Section concerning assignments. No pledge pursuant to this subsection (ii), and no enforcement thereof by the pledgee, ) shall release the transferor Lender from any of its obligations and liabilities under the Loan Documents.
(iii) Any assignments and/or delegations made hereunder shall be pursuant to an instrument of assignment and acceptance (the “"Assignment and Acceptance”") substantially in the form of Schedule 12 and the parties to each such assignment shall execute and deliver to Collateral the Agent for its acceptance the Assignment and Acceptance together with any Note or Notes subject thereto. Upon such execution and delivery, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereofthereof unless otherwise permitted by the Agent, (A) the assignee thereunder shall become a party hereto, to the Loan Documents, hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder with the applicable Commitment Loans as set forth therein and (B) the assigning Lender thereunder shall, to the extent provided in such assignment, be released from its obligations under this Agreement as to that portion of its obligation being so assigned and delegated. The Assignment and Acceptance shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of the assignee as a Lender and the resulting adjustment of Commitments Loans arising from the purchase by and delegation to such assignee of all or a portion of the rights and obligations of such assigning Lender under this Agreement.
(iv) The Agent, on behalf of the Borrower, shall maintain at the address of the Agent referred to in Section 13.03 a copy of each Assignment and Acceptance delivered to it and a register (the "Register") for the recordation of the names and addresses of the Lenders and the Commitments of, and principal amounts of the Loans owing to, and any Notes evidencing the Loans owned by, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Agent and the Lenders shall treat each Person whose name is recorded in the Register as the owner of a Loan or other obligation hereunder as the owner thereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any notice to the contrary. Any assignment of any Loan or other obligation hereunder shall be effective only upon appropriate entries with respect thereto being made in the Register; provided that in the case of an assignment by a Lender to any Related Lender Party that is not reflected on the Register, the assigning Lender shall maintain a comparable register on behalf of the Agent. 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.
(v) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and the assignee together with the Note or Notes, if any, subject to such assignment (or a standard indemnity letter from the respective assigning Lender in respect of any lost NoteNote or Notes) and payment by the assigning Lender or the assignee to Collateral the Agent of a registration and processing fee fees of $5,0003,500 in the aggregate (except with respect to assignments (A) to any Related Lender Party or another Lender or (B) by the Agent, Collateral the Syndication Agent or the Documentation Agent, in their capacities as Lenders), the Agent shall promptly accept such Assignment and Acceptance; provided, however, that Acceptance and record the information contained therein in lieu the Register and give notice of such processing fee, on not more than two (2) occasions involving assignments acceptance and recordation to an Affiliate, the assigning Lender shall be obligated to pay to Collateral Agent only Collateral Agent’s out-of-pocket expenses incurred in documenting Lenders and reviewing such assignment (including reasonable attorneys’ fees)the Borrower. Promptly upon delivering such Such Assignment and Acceptance and the assignment evidenced thereby shall only be effective upon appropriate entries with respect to Collateral Agent, the assigning Lender shall give notice thereof information contained therein being made in the Register pursuant to Borrowers and Collateral Agent. subparagraph (iv) above.
(vi) Within five (5) Business Days after receipt of such notice, Borrowers shall the Borrower shall, if requested by the assignee Lender, execute and deliver to Collateral the Agent in exchange for evidence of the delivery to the Agent of a copy of each such surrendered Note a Note, marked "Superseded", one or more new Note Notes payable to the order of such assignee in an amount equal to the portion of the applicable Commitment assumed and/or Loans purchased by such assignee pursuant to such Assignment and Acceptance and a new Note payable to the order of the assigning Lender in an amount equal to the portion of the Commitment applicable Commitment(s) and/or Loans retained by it hereunder. Such new Notes shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form provided in Section 2.01Sections 1.01, 1.03, 1.04 or 1.04A as applicable. Canceled Copies of the superseded Notes shall be returned delivered to Borrowers the Borrower upon the execution and delivery of such new NotesNotes and the original superseded Notes shall be returned to the assignors thereof.
(vvii) Each Lender may sell participations in all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments and the Notes held by it); provided, however, that, (A) the selling no Lender shall remain obligated transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement to the extent as it would if it had not sold such participation, (B) the selling Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) at no time shall the selling Lender agree with such participant to take or refrain from taking any action hereunder or under any other Loan Document, except to the extent such amendment or waiver would (A) extend the final scheduled maturity of any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that no waiver or modification of any condition precedent, covenant or Default or of any mandatory reduction in the selling Lender may agree aggregate Commitments shall constitute a change in the terms of such participation, that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof and that any amendment or modification to consentthe financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (A)), without (B) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement or (C) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Security Documents) supporting the Loans hereunder in which such participant’s consentparticipant is participating or (D) eliminate the rights set forth in Section 1.21. In the case of any such participation, to the participant shall not have any rights under this Agreement or any of the actions referred other Loan Documents (the participant's rights against such Lender in respect of such participation to Article XI, to be those set forth in the extent that agreement executed by such Lender in favor of the same require the consent of each Lender hereunder, (Dparticipant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation and no participant shall be entitled to receive any greater amount pursuant to this Agreement than the selling Lender would have been entitled to receive in respect of the amount of the participation transferred by such Lender to such participant had no such transfer occurred, and (E) Borrowers, Collateral Agent, and the other Lenders shall continue to deal solely and directly with the selling Lender in connection with such Lender’s rights and obligations under this Agreementparticipation.
(viviii) Except for an assignment made to (Ai) another Lender, (Bii) a separately organized branch of a Lender, (Ciii) a Related Lender Party or (Div) an Eligible Transfereea Qualified Institutional Lender, and except during the existence of a Default, no assignment referred to above shall be permitted without the prior written consent of each Agentthe Agent and the Borrower, which consent shall not be unreasonably withheld or delayed.
(viiix) Borrowers The Borrower may not assign any of their its rights or delegate any of their its duties or obligations hereunder.
(viiix) To the extent that an assignment of all or any portion of a Lender’s 's Commitment and outstanding Loans pursuant to subsection (b) of Article XI or this Article XII would, due to circumstances existing at the time of such assignment, result in costs under Sections 2.071.11, 2.09 1.13 or 2.10 1.14 which are increased from those being charged by the respective assigning Lender prior to such assignment, then Borrowers the Borrower shall not be obligated to pay such increased costs (although Borrowers the Borrower shall be obligated to pay any other increased costs of the type described above resulting from changes after the date of the respective assignment).
(ixxi) Any Lender may, in connection with any assignment or participation pursuant to this Section, disclose to the assignee or participant any information relating to the Borrowers Companies and their the Parent Affiliates furnished to such Lender by or on behalf of Borrowers the Borrower and such assignee or participant shall treat such information as confidential.
(x) No Lender shall sell any Participation or Loan interest to a Person that, by virtue of ownership of debt and/or equity in EBC, would be deemed to hold an attributable ownership interest in any of the Borrowers in violations of applicable FCC rules and regulations.
Appears in 2 contracts
Samples: Credit Agreement (Pegasus Communications Corp /), Credit Agreement (Pegasus Communications Corp /)
Benefit of Agreement Assignments and Participations. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, Lenders, Agents the Lenders and the Agent and their respective successors and permitted assigns, and all subsequent holders of any of the Notes or any portion thereof.
(b) Each Lender may assign its rights and interests under this Agreement, the Notes and the Security Documents and/or delegate its obligations hereunder and thereunder, in whole or in part, and sell participations in its Commitment(s) the Notes and its Loansthe Security Documents as security therefor, provided as follows:
(i) Any such assignment, other than an assignment in whole, made other than to (A) another Lender, (B) a separately organized branch of a Lender or (C) a Related Lender Party, shall reflect an assignment of such assigning Lender’s Note 's Notes and Commitment Commitments which is in an aggregate principal amount of at least $1,000,0002,500,000, unless each of the Borrower and if greater, shall be in an integral multiple of $100,000the Agent otherwise consents to a lesser amount.
(ii) Notwithstanding any provision of this Agreement to the contrary, (A) each Lender may at any time pledge all or any portion of its rights under this Agreement and each of the other Loan Documents, including without limitation its Loans and the Notes held by such Lender, to a Federal Reserve Bank (or equivalent thereof in the case of Lenders chartered outside of the United States) in support of borrowings made by such Lender from such Federal Reserve Bank, Bank and (B) with any Lender that is a fund that invests in bank loans may, without the consent of each Agentthe Agent or the Borrower, any Lender which is a fund may pledge all or any portion of its Notes or Loans to its any holders of obligations owed, or securities issued, by such fund, as security for such obligations or securities, or to any trustee in support for, or any other representative of, such holders; provided that any foreclosure or similar action by such trustee shall be subject to the provisions of its obligations to its trustee, and (C) any such pledgee may enforce such pledgethis Section concerning assignments. No pledge pursuant to this subsection (ii), and no enforcement thereof by the pledgee, ) shall release the transferor Lender from any of its obligations and liabilities under the Loan Documents.
(iii) Any assignments and/or delegations made hereunder shall be pursuant to an instrument of assignment and acceptance (the “"Assignment and Acceptance”") substantially in the form of Schedule 12 and the parties to each such assignment shall execute and deliver to Collateral the Agent for its acceptance the Assignment and Acceptance together with any Note or Notes subject thereto. Upon such execution and delivery, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereofthereof unless otherwise permitted by the Agent, (A) the assignee thereunder shall become a party hereto, to the Loan Documents, hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder with the applicable Commitment Commitments as set forth therein and (B) the assigning Lender thereunder shall, to the extent provided in such assignment, be released from its obligations under this Agreement as to that portion of its obligation being so assigned and delegated. The Assignment and Acceptance shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of the assignee as a Lender and the resulting adjustment of Commitments arising from the purchase by and delegation to such assignee of all or a portion of the rights and obligations of such assigning Lender under this Agreement.
(iv) The Agent, on behalf of the Borrower, shall maintain at the address of the Agent referred to in Section 13.03 a copy of each Assignment and Acceptance delivered to it and a register (the "Register") for the recordation of the names and addresses of the Lenders and the Commitments of, and principal amounts of the Loans owing to, and any Notes evidencing the Loans owned by, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Agent and the Lenders shall treat each Person whose name is recorded in the Register as the owner of a Loan or other obligation hereunder as the owner thereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any notice to the contrary. Any assignment of any Loan or other obligation hereunder shall be effective only upon appropriate entries with respect thereto being made in the Register. 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.
(v) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and the assignee together with the Note or Notes subject to such assignment (or a standard indemnity letter from the respective assigning Lender in respect of any lost NoteNote or Notes) and payment by the assigning Lender or the assignee to Collateral the Agent of a registration and processing fee fees of $5,0003,500 in the aggregate (except with respect to assignments (A) to any Related Lender Party or another Lender or (B) by the Agent, Collateral the Syndication Agent or the Documentation Agent, in their capacities as Lenders), the Agent shall promptly accept such Assignment and Acceptance; provided, however, that Acceptance and record the information contained therein in lieu the Register and give notice of such processing fee, on not more than two (2) occasions involving assignments acceptance and recordation to an Affiliate, the assigning Lender shall be obligated to pay to Collateral Agent only Collateral Agent’s out-of-pocket expenses incurred in documenting Lenders and reviewing such assignment (including reasonable attorneys’ fees)the Borrower. Promptly upon delivering such Such Assignment and Acceptance and the assignment evidenced thereby shall only be effective upon appropriate entries with respect to Collateral Agent, the assigning Lender shall give notice thereof information contained therein being made in the Register pursuant to Borrowers and Collateral Agent. subparagraph (iv) above.
(vi) Within five (5) Business Days after receipt of such notice, Borrowers the Borrower shall execute and deliver to Collateral the Agent in exchange for evidence of the delivery to the Agent of a copy of each such surrendered Note a Note, marked "Superseded"), one or more new Note Notes payable to the order of such assignee in an amount equal to the portion of the applicable Commitment assumed and/or Loans purchased by such assignee pursuant to such Assignment and Acceptance and a new Note payable to the order of the assigning Lender in an amount equal to the portion of the Commitment applicable Commitment(s) and/or Loans retained by it hereunder. Such new Notes shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form provided in Section 2.01. Canceled Notes shall be returned to Borrowers upon the execution and delivery of such new Notes1.01.
(v) Each Lender may sell participations in all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments and the Notes held by it); provided, however, that, (A) the selling Lender shall remain obligated under this Agreement to the extent as it would if it had not sold such participation, (B) the selling Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) at no time shall the selling Lender agree with such participant to take or refrain from taking any action hereunder or under any other Loan Document, except that the selling Lender may agree not to consent, without such participant’s consent, to any of the actions referred to Article XI, to the extent that the same require the consent of each Lender hereunder, (D) all amounts payable by Borrower hereunder shall be determined as if such Lender had not sold such participation and no participant shall be entitled to receive any greater amount pursuant to this Agreement than the selling Lender would have been entitled to receive in respect of the amount of the participation transferred by such Lender to such participant had no such transfer occurred, and (E) Borrowers, Collateral Agent, and the other Lenders shall continue to deal solely and directly with the selling Lender in connection with such Lender’s rights and obligations under this Agreement.
(vi) Except for an assignment made to (A) another Lender, (B) a separately organized branch of a Lender, (C) a Related Lender Party or (D) an Eligible Transferee, no assignment referred to above shall be permitted without the prior written consent of each Agent, which consent shall not be unreasonably withheld or delayed.
(vii) Borrowers may not assign any of their rights or delegate any of their duties or obligations hereunder.
(viii) To the extent that an assignment of all or any portion of a Lender’s Commitment and outstanding Loans pursuant to subsection (b) of Article XI or this Article XII would, due to circumstances existing at the time of such assignment, result in costs under Sections 2.07, 2.09 or 2.10 which are increased from those being charged by the assigning Lender prior to such assignment, then Borrowers shall not be obligated to pay such increased costs (although Borrowers shall be obligated to pay any other increased costs of the type described above resulting from changes after the date of the respective assignment).
(ix) Any Lender may, in connection with any assignment or participation pursuant to this Section, disclose to the assignee or participant any information relating to the Borrowers and their Affiliates furnished to such Lender by or on behalf of Borrowers and such assignee or participant shall treat such information as confidential.
(x) No Lender shall sell any Participation or Loan interest to a Person that, by virtue of ownership of debt and/or equity in EBC, would be deemed to hold an attributable ownership interest in any of the Borrowers in violations of applicable FCC rules and regulations.
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Benefit of Agreement Assignments and Participations. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, Lenders, Agents the Lenders and the Agent and their respective successors and permitted assigns, and all subsequent holders of any of the Notes or any portion thereof.
(b) Each Lender may assign its rights and interests under this Agreement, the Notes and the Security Documents and/or delegate its obligations hereunder and thereunder, in whole or in part, and sell participations in its Commitment(s) the Notes and its Loansthe Security Documents as security therefor, provided as follows:
(i) Any such assignment, other than an assignment in whole, made other than to (A) another Lender, (B) a separately organized branch of a Lender or (C) a Related Lender Party, shall reflect an assignment of such assigning Lender’s Note 's Notes and Commitment Commitments which is in an aggregate principal amount of at least $1,000,000, unless each of the Borrower and if greater, shall be in an integral multiple of $100,000the Agent otherwise consents to a lesser amount.
(ii) Notwithstanding any provision of this Agreement to the contrary, (A) each Lender may at any time pledge all or any portion of its rights under this Agreement and each of the other Loan Documents, including without limitation its Loans and the Notes held by such Lender, to a Federal Reserve Bank (or equivalent thereof in the case of Lenders chartered outside of the United States) in support of borrowings made by such Lender from such Federal Reserve Bank, Bank and (B) with any Lender that is a fund that invests in bank loans may, without the consent of each Agentthe Agent or the Borrower, any Lender which is a fund may pledge all or any portion of its Notes or Loans to its any holders of obligations owed, or securities issued, by such fund, as security for such obligations or securities, or to any trustee in support for, or any other representative of, such holders; provided that any foreclosure or similar action by such trustee shall be subject to the provisions of its obligations to its trustee, and (C) any such pledgee may enforce such pledgethis Section concerning assignments. No pledge pursuant to this subsection (ii), and no enforcement thereof by the pledgee, ) shall release the transferor Lender from any of its obligations and liabilities under the Loan Documents.
(iii) Any assignments and/or delegations made hereunder shall be pursuant to an instrument of assignment and acceptance (the “"Assignment and Acceptance”") substantially in the form of Schedule 12 and the parties to each such assignment shall execute and deliver to Collateral the Agent for its acceptance the Assignment and Acceptance together with any Note or Notes subject thereto. Upon such execution and delivery, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereofthereof unless otherwise permitted by the Agent, (A) the assignee thereunder shall become a party hereto, to the Loan Documents, hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder with the applicable Commitment Commitments as set forth therein and (B) the assigning Lender thereunder shall, to the extent provided in such assignment, be released from its obligations under this Agreement as to that portion of its obligation being so assigned and delegated. The Assignment and Acceptance shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of the assignee as a Lender and the resulting adjustment adjustments of the Commitments arising from the purchase by and delegation to such assignee of all or a portion of the rights and obligations of such assigning Lender under this Agreement.
(iv) The Agent, on behalf of the Borrower, shall maintain at the address of the Agent referred to in Section 13.03 a copy of each Assignment and Acceptance delivered to it and a register (the "Register") for the recordation of the names and addresses of the Lenders and the Commitments of and principal amounts of the Loans owing to, and any Notes evidencing the Loans owned by, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Agent and the Lenders shall treat each Person whose name is recorded in the Register as the owner of a Loan or other obligation hereunder as the owner thereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any notice to the contrary. Any assignment of any Loan or other obligation hereunder shall be effective only upon appropriate entries with respect thereto being made in the Register. 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.
(v) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and the assignee together with the Note or Notes subject to such assignment (or a standard indemnity letter from the respective assigning Lender in respect of any lost NoteNote or Notes) and payment by the assigning Lender or the assignee to Collateral the Agent of a registration and processing fee fees of $5,0003,500 in the aggregate (except with respect to assignments (A) to any Related Lender Party or another Lender or (B) by the Agent, Collateral in its capacity as Lender), the Agent shall promptly accept such Assignment and Acceptance; provided, however, that Acceptance and record the information contained therein in lieu the Register and give notice of such processing fee, on not more than two (2) occasions involving assignments acceptance and recordation to an Affiliate, the assigning Lender shall be obligated to pay to Collateral Agent only Collateral Agent’s out-of-pocket expenses incurred in documenting Lenders and reviewing such assignment (including reasonable attorneys’ fees)the Borrower. Promptly upon delivering such Such Assignment and Acceptance and the assignment evidenced thereby shall only be effective upon appropriate entries with respect to Collateral Agent, the assigning Lender shall give notice thereof information contained therein being made in the Register pursuant to Borrowers and Collateral Agent. subparagraph (iv) above.
(vi) Within five (5) Business Days after receipt of such notice, Borrowers the Borrower shall execute and deliver to Collateral the Agent in exchange for evidence of the delivery to the Agent of a copy of each such surrendered Note a Note, marked "Superseded", one or more new Note Notes payable to the order of such assignee in an amount equal to the portion of the applicable Commitment assumed and/or Loans purchased by such assignee pursuant to such Assignment and Acceptance and a new Note payable to the order of the assigning Lender in an amount equal to the portion of the Commitment applicable Commitments and/or Loans retained by it hereunder. Such new Notes shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form provided in Section 2.011.
01. Canceled Copies of the superseded Notes shall be returned delivered to Borrowers the Borrower upon the execution and delivery of such new NotesNotes and the original superseded Notes shall be returned to the assignors thereof.
(vvii) Each Lender may sell participations in all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments Commitment and the Notes held by it); provided, however, that, (A) the selling no Lender shall remain obligated transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement to the extent as it would if it had not sold such participation, (B) the selling Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) at no time shall the selling Lender agree with such participant to take or refrain from taking any action hereunder or under any other Loan Document, except to the extent such amendment or waiver would (A) extend the final scheduled maturity of any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that no waiver or modification of any condition precedent, covenant or Default or of any mandatory reduction in the selling Lender may agree aggregate Commitments shall constitute a change in the terms of such participation, that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof and that any amendment or modification to consentthe financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (A)), without such participant’s consent, (B) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement or (C) release any of the actions referred Equity Securities of PM&C or all or substantially all of the other Collateral under all of the Security Documents (except as expressly provided in the Security Documents) supporting the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Loan Documents (the participant's rights against such Lender in respect of such participation to Article XI, to be those set forth in the extent that agreement executed by such Lender in favor of the same require the consent of each Lender hereunder, (Dparticipant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation and no participant shall be entitled to receive any greater amount pursuant to this Agreement than the selling Lender would have been entitled to receive in respect of the amount of the participation transferred by such Lender to such participant had no such transfer occurred, and (E) Borrowers, Collateral Agent, and the other Lenders shall continue to deal solely and directly with the selling Lender in connection with such Lender’s rights and obligations under this Agreementparticipation.
(viviii) Except for an assignment made to (Ai) another Lender, (Bii) a separately organized branch of a Lender, Lender or (Ciii) a Related Lender Party or (D) an Eligible TransfereeParty, and except during the existence of a Default, no assignment referred to above shall be permitted without the prior written consent of each Agentthe Agent and the Borrower, which consent shall not be unreasonably withheld or delayed.
(viiix) Borrowers may not If DBS Investors, LLC intends to assign any of their rights or delegate any of their duties or obligations hereunder.
(viii) To the extent that an assignment of grant a participation in all or a portion of its Loan, or if Pegasus Partners II, L.P. intends to assign any portion of a Lender’s Commitment and outstanding Loans pursuant its membership interests in DBS Investors, LLC, or if DBS Investors, LLC intends to subsection (b) of Article XI or this Article XII wouldissue any membership interests to any Person other than Pegasus Partners II, due L.P., such that after giving effect to circumstances existing at the time of any such assignment, result in costs under Sections 2.07participation or issuance, 2.09 DBS Investors, LLC and its Affiliates would own, directly or 2.10 which are increased from those being charged by the assigning Lender prior to such assignmentindirectly, then Borrowers shall not be obligated to pay such increased costs (although Borrowers shall be obligated to pay any other increased costs less than a majority of the type described above resulting from changes after the date aggregate outstanding principal amount of the respective assignment).
Loans and unutilized Commitments (ix) Any Lender may, in connection with any assignment or participation pursuant to this Section, disclose to the assignee or participant any information relating to the Borrowers and their Affiliates furnished to such Lender by or on behalf of Borrowers and such assignee or participant shall treat such information as confidential.
(x) No Lender shall sell any Participation or Loan interest to a Person that, by virtue of ownership of debt and/or equity in EBC, would be deemed to hold an attributable ownership interest in any of the Borrowers in violations of applicable FCC rules and regulations.it being
Appears in 1 contract
Samples: Term Loan Agreement (Pegasus Communications Corp /)
Benefit of Agreement Assignments and Participations. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, Lenders, Agents the Lenders and the Agent and their respective successors and permitted assigns, and all subsequent holders of any of the Notes or any portion thereof.
(b) Each Lender may assign its rights and interests under this Agreement, the Notes and the Security Documents and/or delegate its obligations hereunder and thereunder, in whole or in part, and sell participations in its Commitment(s) the Notes and its Loansthe Security Documents as security therefor, provided as follows:
(i) Any such assignment, other than an assignment in whole, made other than to (A) another Lender, (B) a separately organized branch of a Lender or (C) a Related Lender Party, shall reflect an assignment of such assigning Lender’s Note 's Notes and Commitment Commitments which is in an aggregate principal amount of at least $1,000,0005,000,000, and if greater, shall be in an integral multiple of $100,0001,000,000.
(ii) Notwithstanding any provision of this Agreement to the contrary, (A) each Lender may at any time pledge all or any portion of its rights under this Agreement and each of the other Loan Documents, including without limitation its Loans and the Notes held by such Lender, to a Federal Reserve Bank (or equivalent thereof in the case of Lenders chartered outside of the United States) in support of borrowings made by such Lender from such Federal Reserve Bank, Bank and (B) with the consent of each the Agent, any Lender which is a fund may pledge all or any portion of its Notes or Loans to its trustee in support of its obligations to its trustee, and (C) any such pledgee may enforce such pledge. No pledge pursuant to this subsection (ii), and no enforcement thereof by the pledgee, ) shall release the transferor Lender from any of its obligations and liabilities under the Loan Documents.
(iii) Any assignments and/or delegations made hereunder shall be pursuant to an instrument of assignment and acceptance (the “"Assignment and Acceptance”") substantially in the form of Schedule 12 13 and the parties to each such assignment shall execute and deliver to Collateral the Agent for its acceptance the Assignment and Acceptance together with any Note or Notes subject thereto. Upon such execution and delivery, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (A) the assignee thereunder shall become a party hereto, to the Loan Documents, hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder with the applicable Commitment Commitments as set forth therein and (B) the assigning Lender thereunder shall, to the extent provided in such assignment, be released from its obligations under this Agreement as to that portion of its obligation being so assigned and delegated. The Assignment and Acceptance shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of the assignee as a Lender and the resulting adjustment of Commitments arising from the purchase by and delegation to such assignee of all or a portion of the rights and obligations of such assigning Lender under this Agreement.
(iv) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and the assignee together with the Note or Notes subject to such assignment (or a standard indemnity letter from the respective assigning Lender in respect of any lost NoteNote or Notes) and payment by the assignee to Collateral the Agent of a registration and processing fee of $5,0003,500, Collateral the Agent shall accept such Assignment and Acceptance; provided, however, that in lieu of such processing fee, on not more than two (2) occasions involving assignments to an Affiliate, the assigning Lender shall be obligated to pay to Collateral Agent only Collateral Agent’s out-of-pocket expenses incurred in documenting and reviewing such assignment (including reasonable attorneys’ fees). Promptly upon delivering such Assignment and Acceptance to Collateral the Agent, the assigning Lender shall give notice thereof to Borrowers the Borrower and Collateral the Agent. Within five (5) Business Days after receipt of such notice, Borrowers the Borrower shall execute and deliver to Collateral the Agent in exchange for each such surrendered Note a new Note payable to the order of such assignee in an amount equal to the portion of the Commitment applicable Commitment(s) assumed by such assignee pursuant to such Assignment and Acceptance and a new Note payable to the order of the assigning Lender in an amount equal to the portion of the Commitment applicable Commitment(s) retained by it hereunder. Such new Notes shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form provided in Section 2.011.01. Canceled Notes shall be returned to Borrowers the Borrower upon the execution and delivery of such new Notes.
(v) Each Lender may sell participations in all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments and the Notes held by it); provided, however, that, (A) the selling no Lender shall remain obligated transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement to the extent as it would if it had not sold such participation, (B) the selling Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) at no time shall the selling Lender agree with such participant to take or refrain from taking any action hereunder or under any other Loan Document, except to the extent such amendment or waiver would (A) extend the final scheduled maturity of any Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the Expiration Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that no waiver or modification of any condition precedent, covenant or Default or of any mandatory reduction in the selling Lender may agree aggregate Commitments shall constitute a change in the terms of such participation, that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof and that any amendment or modification to consentthe financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (A)), without (B) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement or (C) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Security Documents) supporting the Loans hereunder in which such participant’s consentparticipant is participating. In the case of any such participation, to the participant shall not have any rights under this Agreement or any of the actions referred other Loan Documents (the participant's rights against such Lender in respect of such participation to Article XI, to be those set forth in the extent that agreement executed by such Lender in favor of the same require the consent of each Lender hereunder, (Dparticipant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation and no participant shall be entitled to receive any greater amount pursuant to this Agreement than the selling Lender would have been entitled to receive in respect of the amount of the participation transferred by such Lender to such participant had no such transfer occurred, and (E) Borrowers, Collateral Agent, and the other Lenders shall continue to deal solely and directly with the selling Lender in connection with such Lender’s rights and obligations under this Agreementparticipation.
(vi) Except for an assignment made to (Ai) another Lender, (Bii) a separately organized branch of a Lender, Lender or (Ciii) a Related Lender Party or (D) an Eligible TransfereeParty, and except during the existence of a Default, no assignment referred to above shall be permitted without the prior written consent of each Agentthe Agent and the Borrower, which consent shall not be unreasonably withheld or delayed.
(vii) Borrowers The Borrower may not assign any of their its rights or delegate any of their its duties or obligations hereunder.
(viii) To the extent that an assignment of all or any portion of a Lender’s 's Commitment and outstanding Loans pursuant to subsection (b) of Article XI XII or this Article XII XIII would, due to circumstances existing at the time of such assignment, result in costs under Sections 2.071.08, 2.09 1.10 or 2.10 1.11 which are increased from those being charged by the respective assigning Lender prior to such assignment, then Borrowers the Borrower shall not be obligated to pay such increased costs (although Borrowers the Borrower shall be obligated to pay any other increased costs of the type described above resulting from changes after the date of the respective assignment).
(ix) Any Lender may, in connection with any assignment or participation pursuant to this Section, disclose to the assignee or participant any information relating to the Borrowers Companies and their the Parent Affiliates furnished to such Lender by or on behalf of Borrowers the Borrower and such assignee or participant shall treat such information as confidential.
(x) No Lender shall sell any Participation or Loan interest to a Person that, by virtue of ownership of debt and/or equity in EBC, would be deemed to hold an attributable ownership interest in any of the Borrowers in violations of applicable FCC rules and regulations.
Appears in 1 contract
Benefit of Agreement Assignments and Participations. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, Lenders, Agents the Lenders and the Agent and their respective successors and permitted assigns, and all subsequent holders of any of the Notes or any portion thereof.
(b) Each Lender may assign its rights and interests under this Agreement, the Notes and the Security Documents and/or delegate its obligations hereunder and thereunder, in whole or in part, and sell participations in its Commitment(s) the Notes and its Loansthe Security Documents as security therefor, provided as follows:
(i) Any such assignment, other than an assignment in whole, made other than to (A) another Lender, (B) a separately organized branch of a Lender or (C) a Related Lender Party, shall reflect an assignment of such assigning Lender’s Note 's Notes and Commitment Commitments which is in an aggregate principal amount of at least $1,000,000, unless each of the Borrower and if greater, shall be in an integral multiple of $100,000the Agent otherwise consents to a lesser amount.
(ii) Notwithstanding any provision of this Agreement to the contrary, (A) each Lender may at any time pledge all or any portion of its rights under this Agreement and each of the other Loan Documents, including without limitation its Loans and the Notes held by such Lender, to a Federal Reserve Bank (or equivalent thereof in the case of Lenders chartered outside of the United States) in support of borrowings made by such Lender from such Federal Reserve Bank, Bank and (B) with any Lender that is a fund that invests in bank loans may, without the consent of each Agentthe Agent or the Borrower, any Lender which is a fund may pledge all or any portion of its Notes or Loans to its any holders of obligations owed, or securities issued, by such fund, as security for such obligations or securities, or to any trustee in support for, or any other representative of, such holders; provided that any foreclosure or similar action by such trustee shall be subject to the provisions of its obligations to its trustee, and (C) any such pledgee may enforce such pledgethis Section concerning assignments. No pledge pursuant to this subsection (ii), and no enforcement thereof by the pledgee, ) shall release the transferor Lender from any of its obligations and liabilities under the Loan Documents.
(iii) Any assignments and/or delegations made hereunder shall be pursuant to an instrument of assignment and acceptance (the “"Assignment and Acceptance”") substantially in the form of Schedule 12 and the parties to each such assignment shall execute and deliver to Collateral the Agent for its acceptance the Assignment and Acceptance together with any Note or Notes subject thereto. Upon such execution and delivery, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereofthereof unless otherwise permitted by the Agent, (A) the assignee thereunder shall become a party hereto, to the Loan Documents, hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder with the applicable Commitment Commitments as set forth therein and (B) the assigning Lender thereunder shall, to the extent provided in such assignment, be released from its obligations under this Agreement as to that portion of its obligation being so assigned and delegated. The Assignment and Acceptance shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of the assignee as a Lender and the resulting adjustment adjustments of the Commitments arising from the purchase by and delegation to such assignee of all or a portion of the rights and obligations of such assigning Lender under this Agreement.
(iv) The Agent, on behalf of the Borrower, shall maintain at the address of the Agent referred to in Section 13.03 a copy of each Assignment and Acceptance delivered to it and a register (the "Register") for the recordation of the names and addresses of the Lenders and the Commitments of and principal amounts of the Loans owing to, and any Notes evidencing the Loans owned by, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Agent and the Lenders shall treat each Person whose name is recorded in the Register as the owner of a Loan or other obligation hereunder as the owner thereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any notice to the contrary. Any assignment of any Loan or other obligation hereunder shall be effective only upon appropriate entries with respect thereto being made in the Register. 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.
(v) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and the assignee together with the Note or Notes subject to such assignment (or a standard indemnity letter from the respective assigning Lender in respect of any lost NoteNote or Notes) and payment by the assigning Lender or the assignee to Collateral the Agent of a registration and processing fee fees of $5,0003,500 in the aggregate (except with respect to assignments (A) to any Related Lender Party or another Lender or (B) by the Agent, Collateral in its capacity as Lender), the Agent shall promptly accept such Assignment and Acceptance; provided, however, that Acceptance and record the information contained therein in lieu the Register and give notice of such processing fee, on not more than two (2) occasions involving assignments acceptance and recordation to an Affiliate, the assigning Lender shall be obligated to pay to Collateral Agent only Collateral Agent’s out-of-pocket expenses incurred in documenting Lenders and reviewing such assignment (including reasonable attorneys’ fees)the Borrower. Promptly upon delivering such Such Assignment and Acceptance and the assignment evidenced thereby shall only be effective upon appropriate entries with respect to Collateral Agent, the assigning Lender shall give notice thereof information contained therein being made in the Register pursuant to Borrowers and Collateral Agent. subparagraph (iv) above.
(vi) Within five (5) Business Days after receipt of such notice, Borrowers the Borrower shall execute and deliver to Collateral the Agent in exchange for evidence of the delivery to the Agent of a copy of each such surrendered Note a Note, marked "Superseded," one or more new Note Notes payable to the order of such assignee in an amount equal to the portion of the applicable Commitment assumed and/or Loans purchased by such assignee pursuant to such Assignment and Acceptance and a new Note payable to the order of the assigning Lender in an amount equal to the portion of the Commitment applicable Commitments and/or Loans retained by it hereunder. Such new Notes shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form provided in Section 2.011.
01. Canceled Copies of the superseded Notes shall be returned delivered to Borrowers the Borrower upon the execution and delivery of such new NotesNotes and the original superseded Notes shall be returned to the assignors thereof.
(vvii) Each Lender may sell participations in all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments Commitment and the Notes held by it); provided, however, that, (A) the selling no Lender shall remain obligated transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement to the extent as it would if it had not sold such participation, (B) the selling Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) at no time shall the selling Lender agree with such participant to take or refrain from taking any action hereunder or under any other Loan Document, except to the extent such amendment or waiver would (A) extend the final scheduled maturity of any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that no waiver or modification of any condition precedent, covenant or Default or of any mandatory reduction in the selling Lender may agree aggregate Commitments shall constitute a change in the terms of such participation, that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof and that any amendment or modification to consentthe financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (A)), without such participant’s consent, (B) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement or (C) release any of the actions referred Equity Securities of PM&C or all or substantially all of the other Collateral under all of the Security Documents (except as expressly provided in the Security Documents) supporting the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Loan Documents (the participant's rights against such Lender in respect of such participation to Article XI, to be those set forth in the extent that agreement executed by such Lender in favor of the same require the consent of each Lender hereunder, (Dparticipant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation and no participant shall be entitled to receive any greater amount pursuant to this Agreement than the selling Lender would have been entitled to receive in respect of the amount of the participation transferred by such Lender to such participant had no such transfer occurred, and (E) Borrowers, Collateral Agent, and the other Lenders shall continue to deal solely and directly with the selling Lender in connection with such Lender’s rights and obligations under this Agreementparticipation.
(viviii) Except for an assignment made to (Ai) another Lender, (Bii) a separately organized branch of a Lender, Lender or (Ciii) a Related Lender Party or (D) an Eligible TransfereeParty, and except during the existence of a Default, no assignment referred to above shall be permitted without the prior written consent of each Agentthe Agent and the Borrower, which consent shall not be unreasonably withheld or delayed.
(viiix) Borrowers If DBS Investors, LLC intends to assign or grant a participation in all or a portion of its Loan, or if Pegasus Partners II, L.P. intends to assign any portion of its membership interests in DBS Investors, LLC, or if DBS Investors, LLC intends to issue any membership interests to any Person other than Pegasus Partners II, L.P., such that after giving effect to any such assignment, participation or issuance, DBS Investors, LLC and its Affiliates would own, directly or indirectly, less than a majority of the aggregate outstanding principal amount of the Loans and unutilized Commitments (it being understood that for purposes of this clause (ix) only, DBS Investors, LLC shall be deemed to own only that portion of the Loans and Commitments held by DBS Investors, LLC which is equal to the ownership interest of Pegasus Partners II, L.P. and its Affiliates in DBS Investors, LLC at such time), then, prior to any such assignment, participation or issuance, DBS Investors, LLC will provide the Borrower with at least three (3) Business Days prior notice to afford the Borrower an opportunity to introduce DBS Investors, LLC to prospective assignees or participants of such Loans or prospective assignees or purchasers of such membership interests.
(x) In the event Avenue Special Situations Fund II, LP or its Affiliates (collectively, "Avenue") refuse to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of Avenue pursuant to clause (ii) of the definition of Required Lenders and such amendment, waiver or other modification has previously been consented to by Lenders, excluding Defaulting Lenders, holding more than fifty percent (50%) of the aggregate outstanding principal amount of the Loans and unutilized Commitments, the Borrower shall have the right, at its sole expense and effort, so long as no Event of Default then exists, to replace Avenue with one or more new lenders (each, a "New Lender") reasonably acceptable to the Agent, provided that:
(A) at the time of any replacement pursuant to this paragraph, the New Lender shall enter into one or more Assignment and Acceptances pursuant to paragraph (b) of Article XII (with all fees payable pursuant to such paragraph (b) to be paid by the Borrower or the New Lender), pursuant to which the New Lender shall acquire the Commitment and outstanding Loans of Avenue, and in connection therewith (i) the New Lender shall pay to Avenue an amount equal to the principal amount of, and all accrued interest on, all outstanding Loans of Avenue and (ii) the Borrower shall pay to Avenue an amount equal to the difference (if any) between the Fixed Early Payment Amount and the principal amount of all outstanding Loans of Avenue; and
(B) all obligations of the Borrower owing to Avenue under the Loan Documents (other than those expressly described in the preceding subparagraph (A) in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to Avenue by the Borrower concurrently with such replacement. Upon the execution of the respective Assignment and Acceptance, the payment of the amounts referred to in subparagraphs (A) and (B) above and delivery to the New Lender of the appropriate replacement Notes executed by the Borrower, the New Lender shall become a Lender hereunder and Avenue shall cease to constitute a Lender hereunder, except with respect to indemnification provisions applicable to Avenue under this Agreement, which shall survive as to Avenue.
(xi) The Borrower may not assign any of their its rights or delegate any of their its duties or obligations hereunder.
(viii) To the extent that an assignment of all or any portion of a Lender’s Commitment and outstanding Loans pursuant to subsection (b) of Article XI or this Article XII would, due to circumstances existing at the time of such assignment, result in costs under Sections 2.07, 2.09 or 2.10 which are increased from those being charged by the assigning Lender prior to such assignment, then Borrowers shall not be obligated to pay such increased costs (although Borrowers shall be obligated to pay any other increased costs of the type described above resulting from changes after the date of the respective assignment).
(ixxii) Any Lender may, in connection with any assignment or participation pursuant to this Section, disclose to the assignee or participant any information relating to the Borrowers and their Affiliates Companies furnished to such Lender by or on behalf of Borrowers the Borrower and such assignee or participant shall treat such information as confidential.
. Notwithstanding anything herein to the contrary, any party to this Agreement (xand each employee, representative, or other agent of any party to this Agreement) No Lender shall sell may disclose to any Participation or Loan interest to a Person thatand all persons, by virtue without limitation of ownership of debt and/or equity in EBCany kind, would be deemed to hold an attributable ownership interest in any the tax treatment and tax structure of the Borrowers in violations transactions contemplated by this Agreement, and all materials of applicable FCC rules any kind (including opinions or other tax analyses) related to such tax treatment and regulationstax structure; provided, that this sentence shall not permit any person to disclose the name of, or other information that would identify, any party to such transactions or to disclose confidential commercial information regarding such transactions.
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Samples: Term Loan Agreement (Pegasus Satellite Communications Inc)
Benefit of Agreement Assignments and Participations. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, Lenders, Agents the Lenders and the Administrative Agent and their respective successors and permitted assigns, and all subsequent holders of any of the Notes or any portion thereof.
(b) Each Lender may assign its rights and interests under this Agreement, the Notes and the Security Documents and/or delegate its obligations hereunder and thereunder, in whole or in part, and sell participations in its Commitment(s) the Notes and its Loansthe Security Documents as security therefor, provided as follows:
(i) Any such No Lender shall make any assignment, other than an assignment in wholewhole or an assignment to a separately organized branch or an Affiliate of the same Lender, if, after giving effect thereto, such Lender would hold less than $5,000,000 of the then aggregate outstanding principal amount of the Notes.
(ii) Any such assignment made other than to (A) another Lender, (B) a separately organized branch of branch, or an Affiliate of, a Lender or (C) a Related Lender Party, shall reflect an assignment of such assigning Lender’s Note 's Notes and Commitment Commitments which is in an aggregate principal amount of at least $1,000,0005,000,000, and if greater, shall be in an integral multiple of $100,0001,000,000.
(iiiii) Notwithstanding any provision of this Agreement to the contrary, (A) each Lender may at any time pledge assign all or any portion of its rights under this Agreement and each of the other Loan Documents, including including, without limitation its Loans and limitation, the Notes held by such Lender, to a Federal Reserve Bank (or equivalent thereof in the case of Lenders chartered outside of the United States) in support of borrowings made by ); provided that no such Lender from such Federal Reserve Bank, (B) with the consent of each Agent, any Lender which is a fund may pledge all or any portion of its Notes or Loans to its trustee in support of its obligations to its trustee, and (C) any such pledgee may enforce such pledge. No pledge pursuant to this subsection (ii), and no enforcement thereof by the pledgee, assignment shall release the transferor a Lender from any of its obligations and liabilities under the Loan Documents. Any Federal Reserve Bank (or equivalent thereof) which receives such an assignment from any Lender may make further assignments of such rights in accordance with the provisions of this Section.
(iiiiv) Any assignments and/or delegations made hereunder shall be pursuant to an instrument of assignment and acceptance (the “"Assignment and Acceptance”") substantially in the form of Schedule 12 13(b) (iv) and the parties to each such assignment shall execute and deliver to Collateral the Administrative Agent for its acceptance the Assignment and Acceptance together with any Note or Notes subject thereto. Upon such execution and delivery, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (A) the assignee thereunder shall become a party hereto, to the Loan Documents, hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder with the applicable Commitment Commitments as set forth therein and (B) the assigning Lender thereunder shall, to the extent provided in such assignment, be released from its obligations under this Agreement as to that portion of its obligation being so assigned and delegated. The Assignment and Acceptance shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of the assignee as a Lender and the resulting adjustment of Commitments arising from the purchase by and delegation to such assignee of all or a portion of the rights and obligations of such assigning Lender under this Agreement.
(ivv) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and the assignee together with the Note or Notes subject to such assignment (or a standard indemnity letter from the respective assigning Lender in respect of any lost Note) and payment by the assignee to Collateral the Administrative Agent of a registration and processing fee of $5,0003,000, Collateral the Administrative Agent shall accept such Assignment and Acceptance; provided, however, that in lieu of such processing fee, on not more than two (2) occasions involving assignments to an Affiliate, the assigning Lender shall be obligated to pay to Collateral Agent only Collateral Agent’s out-of-pocket expenses incurred in documenting and reviewing such assignment (including reasonable attorneys’ fees). Promptly upon delivering such Assignment and Acceptance to Collateral the Administrative Agent, the assigning Lender shall give notice thereof to Borrowers the Borrower pursuant to a Notice of Assignment and Collateral Acceptance substantially in the form of Schedule 13(b) (v) and addressed to the Borrower and the Administrative Agent. Within five (5) Business Days after receipt of such notice, Borrowers the Borrower shall execute and deliver to Collateral the Administrative Agent in exchange for each such surrendered Note a new Note payable to the order of such assignee in an amount equal to the portion of the Commitment applicable Commitment(s) assumed by such assignee pursuant to such Assignment and Acceptance and a new Note payable to the order of the assigning Lender in an amount equal to the portion of the Commitment applicable Commitment(s) retained by it hereunder. Such new Notes shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form provided in Section 2.011.01. Canceled Notes shall be returned to Borrowers the Borrower upon the execution and delivery of such new Notes.
(vvi) Each Lender may sell participations in all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments and the Notes held by it); provided, however, that, (A) each such participation shall be in a minimum amount of $5,000,000 (B) the selling Lender shall remain obligated under this Agreement to the extent as it would if it had not sold such participation, (BC) the selling Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (CD) at no time shall the selling Lender agree with such participant to take or refrain from taking any action hereunder or under any other Loan Document, except that the selling Lender may agree not to consent, without such participant’s 's consent, to any of the actions referred to in Article XIXII, to the extent that the same require the consent of each Lender hereunder, (DE) all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation and no participant shall be entitled to receive any greater amount pursuant to this Agreement than the selling Lender would have been entitled to receive in respect of the amount of the participation transferred by such Lender to such participant had no such transfer occurred, and (EF) Borrowersthe Borrower, Collateral Agent, the Administrative Agent and the other Lenders shall continue to deal solely and directly with the selling Lender in connection with such Lender’s 's rights and obligations under this Agreement.
(vivii) Except for an assignment made to (A) another Lender, (B) a separately organized branch or an Affiliate of a Lender, (C) Lender and except during the existence of a Related Lender Party or (D) an Eligible TransfereeDefault, no assignment or participation referred to above shall be permitted without the prior written consent of each Agentthe Administrative Agent and the Borrower, which consent shall not be unreasonably withheld or delayed.
(viiviii) Borrowers The Borrower may not assign any of their its rights or delegate any of their its duties or obligations hereunder.
(viii) To the extent that an assignment of all or any portion of a Lender’s Commitment and outstanding Loans pursuant to subsection (b) of Article XI or this Article XII would, due to circumstances existing at the time of such assignment, result in costs under Sections 2.07, 2.09 or 2.10 which are increased from those being charged by the assigning Lender prior to such assignment, then Borrowers shall not be obligated to pay such increased costs (although Borrowers shall be obligated to pay any other increased costs of the type described above resulting from changes after the date of the respective assignment).
(ix) Any Lender may, in connection with any assignment or participation pursuant to this Section, disclose to the assignee or participant any information relating to the Borrowers and their Affiliates Companies furnished to such Lender by or on behalf of Borrowers the Borrower and such assignee or participant shall treat such information as confidential.
(x) No Lender shall sell any Participation or Loan interest to a Person that, by virtue of ownership of debt and/or equity in EBC, would be deemed to hold an attributable ownership interest in any of the Borrowers in violations of applicable FCC rules and regulations.
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Benefit of Agreement Assignments and Participations. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, Lenders, Agents the Lenders and the Agent and their respective successors and permitted assigns, and all subsequent holders of any of the Notes or any portion thereofhereof.
(b) Each Lender may assign its rights and interests under this Agreement, the Notes and the Security Documents and/or delegate its obligations hereunder and thereunder, in whole or in part, and sell participations in its Commitment(s) the Notes and its Loansthe Security Documents as security therefor, provided as follows:
(i) Any such No Lender shall make any assignment, other than to a separately organized branch or an Affiliate of the same Lender, if, after giving effect thereto, such Lender would hold less than $5,000,000 of the then aggregate outstanding principal amount of the Notes.
(ii) Any such assignment in whole, made other than to (A) another Lender, (B) a separately organized branch of branch, or an Affiliate of, a Lender or (C) a Related Lender Party, shall reflect an assignment of such assigning Lender’s Note 's Notes and Commitment Commitments which is in an aggregate principal amount of at least $1,000,0005,000,000, and if greater, shall be in an integral multiple of $100,0001,000,000.
(iiiii) Notwithstanding any provision of this Agreement to the contrary, (A) each Lender may at any time pledge assign all or any portion of its rights under this Agreement and each of the other Loan Documents, including including, without limitation its Loans and limitation, the Notes held by such Lender, to a Federal Reserve Bank (or equivalent thereof in the case of Lenders chartered outside of the United States) in support of borrowings made by ); provided that no such Lender from such Federal Reserve Bank, (B) with the consent of each Agent, any Lender which is a fund may pledge all or any portion of its Notes or Loans to its trustee in support of its obligations to its trustee, and (C) any such pledgee may enforce such pledge. No pledge pursuant to this subsection (ii), and no enforcement thereof by the pledgee, assignment shall release the transferor a Lender from any of its obligations and liabilities under the Loan Documents. Any Federal Reserve Bank (or equivalent thereof) which receives such an assignment from any Lender may make further assignments of such rights in accordance with the provisions of this Section.
(iiiiv) Any assignments and/or delegations made hereunder shall be pursuant to an instrument of assignment and acceptance (the “"Assignment and Acceptance”") substantially in the form of Schedule 12 13(b)(iv) and the parties to each such assignment shall execute and deliver to Collateral the Agent for its acceptance the Assignment and Acceptance together with any Note or Notes subject thereto. Upon such execution and delivery, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (A) the assignee thereunder shall become a party hereto, to the Loan Documents, hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder with the applicable Commitment Commitments as set forth therein and (B) the assigning Lender thereunder shall, to the extent provided in such assignment, be released from its obligations under this Agreement as to that portion of its obligation being so assigned and delegated. The Assignment and Acceptance shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of the assignee as a Lender and the resulting adjustment of Commitments arising from the purchase by and delegation to such assignee of all or a portion of the rights and obligations of such assigning Lender under this Agreement.
(ivv) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and the assignee together with the Note or Notes subject to such assignment (or a standard indemnity letter from the respective assigning Lender in respect of any lost Note) and payment by the assignee to Collateral the Agent of a registration and processing fee of $5,0003,000, Collateral the Agent shall accept such Assignment and Acceptance; provided, however, that in lieu of such processing fee, on not more than two (2) occasions involving assignments to an Affiliate, the assigning Lender shall be obligated to pay to Collateral Agent only Collateral Agent’s out-of-pocket expenses incurred in documenting and reviewing such assignment (including reasonable attorneys’ fees). Promptly upon delivering such Assignment and Acceptance to Collateral the Agent, the assigning Lender shall give notice thereof to Borrowers the Borrower and Collateral Agentthe other Lenders pursuant to a Notice of Assignment and Acceptance substantially in the form of Schedule 13(b)(v). Within five (5) Business Days after receipt of such notice, Borrowers the Borrower shall execute and deliver to Collateral the Agent in exchange for each such surrendered Note a new Note payable to the order of such assignee in an amount equal to the portion of the Commitment applicable Commitment(s) assumed by such assignee pursuant to such Assignment and Acceptance and a new Note payable to the order of the assigning Lender in an amount equal to the portion of the Commitment applicable Commitment(s) retained by it hereunder. Such new Notes shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form provided in Section 2.011.01. Canceled Notes shall be returned to Borrowers the Borrower upon the execution and delivery of such new Notes.
(vvi) Each Lender may sell participations in all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments Commitment and the Notes held by it); provided, however, that, (A) the selling Lender shall remain obligated under this Agreement to the extent as it would if it had not sold such participation, (B) the selling Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) at no time shall the selling Lender agree with such participant to take or refrain from taking any action hereunder or under any other Loan Document, except that the selling Lender may agree not to consent, without such participant’s 's consent, to any of the actions referred to Article XIXII, to the extent that the same require the consent of each Lender hereunder, (D) all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation and no participant shall be entitled to receive any greater amount pursuant to this Agreement than the selling Lender would have been entitled to receive in respect of the amount of the participation transferred by such Lender to such participant had no such transfer occurred, and (E) Borrowersthe Borrower, Collateral Agent, the Agent and the other Lenders shall continue to deal solely and directly with the selling Lender in connection with such Lender’s 's rights and obligations under this Agreement.
(vivii) Except for an assignment made to (A) another Lender, (B) a separately organized branch or an Affiliate of a Lender, (C) a Related Lender Party or (D) an Eligible Transferee, no assignment or participation referred to above shall be permitted without the prior written consent of each the Agent, which consent shall not be unreasonably withheld or delayed.
(viiviii) Borrowers The Borrower may not assign any of their its rights or delegate any of their its duties or obligations hereunder.
(viii) To the extent that an assignment of all or any portion of a Lender’s Commitment and outstanding Loans pursuant to subsection (b) of Article XI or this Article XII would, due to circumstances existing at the time of such assignment, result in costs under Sections 2.07, 2.09 or 2.10 which are increased from those being charged by the assigning Lender prior to such assignment, then Borrowers shall not be obligated to pay such increased costs (although Borrowers shall be obligated to pay any other increased costs of the type described above resulting from changes after the date of the respective assignment).
(ix) Any Lender may, in connection with any assignment or participation pursuant to this Section, disclose to the assignee or participant any information relating to the Borrowers and their Affiliates Companies furnished to such Lender by or on behalf of Borrowers the Borrower and such assignee or participant shall treat such information as confidential.
(x) No Lender shall sell any Participation or Loan interest to a Person that, by virtue of ownership of debt and/or equity in EBC, would be deemed to hold an attributable ownership interest in any of the Borrowers in violations of applicable FCC rules and regulations.
Appears in 1 contract
Benefit of Agreement Assignments and Participations. (a) This Agreement shall be binding upon and inure to the benefit of Borrower, Lenders, Agents and their be enforceable by the respective successors and permitted assigns, and all subsequent holders assigns of the parties hereto; provided that the Borrower may not assign or transfer any of its interest hereunder without the Notes or any portion thereofprior written consent of the Lenders.
(b) Any Lender may make, carry or transfer Loans at, to or for the account of, any of its branch offices or the office of an Affiliate of such Lender except to the extent such transfer would result in increased costs to the Borrower.
(c) Each Lender may assign (with the consent of the Administrative Agent, not to be unreasonably withheld, conditioned or delayed, if such proposed assignment is not to an existing Lender or an Affiliate of an existing Lender, after consultation with the Borrower) to one or more banks or other entities all or a portion of its rights and interests obligations under this Agreement, the Notes and the Security Documents and/or delegate its obligations hereunder and thereunder, in whole or in part, and sell participations in its Commitment(s) and its Loans, provided as follows:
(i) Any such assignment, other than an assignment in whole, made other than to (A) another Lender, (B) a separately organized branch Letters of a Lender or (C) a Related Lender Party, shall reflect an assignment of such assigning Lender’s Note and Commitment which is in an aggregate principal amount of at least $1,000,000, and if greater, shall be in an integral multiple of $100,000.
(ii) Notwithstanding any provision of this Agreement to the contrary, (A) each Lender may at any time pledge all or any portion of its rights under this Agreement and each of the other Loan Documents, including without limitation its Loans and the Notes held by such Lender, to a Federal Reserve Bank (or equivalent thereof in the case of Lenders chartered outside of the United States) in support of borrowings made by such Lender from such Federal Reserve Bank, (B) with the consent of each Agent, any Lender which is a fund may pledge all or any portion of its Notes or Loans to its trustee in support of its obligations to its trustee, and (C) any such pledgee may enforce such pledge. No pledge pursuant to this subsection (ii), and Credit; PROVIDED that no enforcement thereof by the pledgee, shall release the transferor Lender from any of its obligations and liabilities under the Loan Documents.
(iii) Any assignments and/or delegations made hereunder shall be pursuant to an instrument of assignment and acceptance (the “Assignment and Acceptance”) substantially in the form of Schedule 12 and the parties to each such assignment shall execute and deliver to Collateral Agent be for its acceptance less than $5,000,000 of such Lender's Commitments or Loans, as the Assignment and Acceptance together with any Note or Notes subject theretocase may be. Upon such execution execution, delivery and deliveryacceptance, from and after the effective date specified in each (the "EFFECTIVE DATE") of such Assignment and Acceptance, which effective date shall be at least five Acceptance (5) Business Days after the execution thereof, (Ax) the assignee thereunder shall become be a party hereto, to the Loan Documents, and, to the extent provided in that rights and obligations hereunder have been assigned to and assumed by it pursuant to such Assignment and Acceptance, such assignee shall have the rights and obligations of a Lender hereunder with the applicable Commitment set forth therein and (By) the assigning Lender assignor thereunder shall, to the extent provided in that rights and obligations hereunder have been assigned by it pursuant to such assignmentAssignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement as to that (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
(d) By executing and delivering an Assignment and Acceptance, the assignee thereunder confirms and agrees as follows: (i) other than as provided in such Assignment and Acceptance, the assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the Notes, the Letters of Credit or any other instrument or document furnished pursuant hereto, (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any other Credit Party or the performance or observance by the Borrower or any other Credit Party of any of its obligation being so assigned obligations under this Agreement, any other Financing Document or Transaction 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 referred to in Section 5.10 and delegatedsuch 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 Arrangers, the Agents, the Administrative Agent, the Issuing Bank, 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 appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Financing Documents as are delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender.
(e) The Administrative Agent shall maintain at its address referred to in Section 9.01 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 and each Secured Party may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register and copies of each Assignment and Acceptance shall be deemed available for inspection by the Borrower, the Issuing Bank or any Lender at any reasonable time and from time to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of the assignee as a Lender and the resulting adjustment of Commitments arising from the purchase by and delegation to such assignee of all or a portion of the rights and obligations of such assigning Lender under this Agreementtime upon reasonable prior notice.
(ivf) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and the assignee Lender, together with the Note or Notes subject to such assignment assignment, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of EXHIBIT K hereto, (or a standard indemnity letter from the respective assigning Lender in respect of any lost Notei) and payment by the assignee to Collateral Agent of a registration and processing fee of $5,000, Collateral Agent shall accept such Assignment and Acceptance; provided, however, that (ii) record the information contained therein in lieu of such processing fee, on not more than two the Register and (2iii) occasions involving assignments to an Affiliate, the assigning Lender shall be obligated to pay to Collateral Agent only Collateral Agent’s out-of-pocket expenses incurred in documenting and reviewing such assignment (including reasonable attorneys’ fees). Promptly upon delivering such Assignment and Acceptance to Collateral Agent, the assigning Lender shall give prompt notice thereof to Borrowers the Issuing Bank and Collateral Agentthe Borrower. Within five (5) Business Days after its receipt of such notice, Borrowers the Borrower shall execute and deliver to Collateral the Administrative Agent in exchange for each such the surrendered Note or Notes a new Note payable or Notes to the order of such assignee in an amount equal to the portion of the Commitment or Commitments assumed by such assignee it pursuant to such Assignment and Acceptance and and, if the assigning Lender has retained a Commitment or Commitments hereunder, a new Note payable or Notes to the order of the assigning Lender in an amount equal to the portion of the Commitment or Commitments retained by it hereunder. Such new Note or Notes shall re-evidence the indebtedness outstanding under the old Notes or Notes and 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 and shall otherwise be in substantially the form provided in Section 2.01. Canceled of the Note or Notes shall be returned subject to Borrowers upon the execution and delivery of such new Notesassignments.
(vg) Each Lender may sell participations (without the consent of the Administrative Agent, the Issuing Bank, the Borrower or any other Lender) to one or more parties in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments Commitment, the Loans owing to it and the Note or Notes held by it and the participations in the Letters of Credit held by it); provided, however, that, provided that (Ai) the selling Lender shall remain obligated such Lender's obligations under this Agreement to the extent as it would if it had not sold such participation(including, without limitation, its Commitment) shall remain unchanged, (Bii) the selling such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (Ciii) at no time such Lender shall remain the selling Lender agree with holder of any such participant to take or refrain from taking any action hereunder or under any other Loan Document, except that the selling Lender may agree not to consent, without such participant’s consent, to any Note for all purposes of the actions referred to Article XI, to the extent that the same require the consent of each Lender hereunderthis Agreement, (Div) all amounts payable by Borrower hereunder shall be determined as if such Lender had not sold such participation and no participant shall be entitled to receive any greater amount pursuant to this Agreement than the selling Lender would have been entitled to receive in respect of Borrower, the amount of the participation transferred by such Lender to such participant had no such transfer occurred, and (E) Borrowers, Collateral Administrative Agent, the Issuing Bank and the other Lenders shall continue to deal solely and directly with the selling such Lender in connection with such Lender’s 's rights and obligations under this Agreement.
Agreement and (viv) Except for an assignment made such Lender shall not transfer, grant, assign or sell any participation under which the participant shall have rights to approve any amendment or waiver of this Agreement except to the extent such amendment or waiver would (A) another Lenderextend the final maturity date or the date for the payments of any installment of fees or principal or interest of any Loans in which such participant is participating, (B) a separately organized branch reduce the amount of a Lenderany installment of principal of the Loans in which such participant is participating, (C) a Related Lender Party or reduce the interest rate applicable to the Loans in which such participant is participating, (D) an Eligible Transfereereduce any fees payable hereunder, no assignment referred to above shall be permitted or (E) release all or substantially all of the Collateral.
(h) Each Lender agrees that, without the prior written consent of each the Borrower and the Administrative Agent, which consent shall it will not be unreasonably withheld make any assignment hereunder in any manner or delayedunder any circumstances that would require registration or qualification of, or filings in respect of, any Loan, Note or other Obligation under the securities laws of the United States of America or of any state.
(viii) Borrowers Any Lender may not at any time assign all or any portion of their its rights or delegate under this Agreement and the other Financing Documents to the Federal Reserve Bank of the United States; provided, that any payment in respect of their duties or such assigned rights made by the Borrower to the assigning Lender in accordance with the terms of this Agreement shall satisfy the Borrower's obligations hereunder in respect of such assigned rights to the extent of such payment. No such assignment shall release the assignor Lender from its obligations hereunder.
(viiij) To After the extent that completion of the primary and general syndication of the Loans described herein, each transferor Lender shall pay the Administrative Agent a fee of $2,000 in the case of an assignment to an existing Lender or an Affiliate of an existing Lender or $3,500.00 in all or any portion of a Lender’s Commitment and outstanding Loans pursuant to subsection (b) of Article XI or this Article XII wouldother cases, due to circumstances existing at the time of such assignment, result in costs under Sections 2.07, 2.09 or 2.10 which are increased from those being charged by the assigning Lender prior to such assignment, then Borrowers shall not be obligated to pay such increased costs (although Borrowers shall be obligated to pay any other increased costs of the type described above resulting from changes after the date of the respective assignment).
(ix) Any Lender may, in connection with any for processing each assignment or participation made pursuant to this Section, disclose to the assignee or participant any information relating to the Borrowers and their Affiliates furnished to such Lender by or on behalf of Borrowers and such assignee or participant shall treat such information as confidentialSection 9.06.
(x) No Lender shall sell any Participation or Loan interest to a Person that, by virtue of ownership of debt and/or equity in EBC, would be deemed to hold an attributable ownership interest in any of the Borrowers in violations of applicable FCC rules and regulations.
Appears in 1 contract
Benefit of Agreement Assignments and Participations. (a) This Agreement shall be binding upon and inure to the benefit of Borrower, Lenders, Agents and their be enforceable by the respective successors and permitted assignsassigns of the parties hereto; provided, and all subsequent holders of however, that the Borrower may not assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the Notes prior written consent of each Lender, other than any assumption, assignment or any portion thereoftransfer required pursuant to Section 7.8.
(b) Each The Lender may at any time assign or participate its Loan or any portion thereof to its Affiliates, provided that until February 6, 2013, any such Affiliate may only assign or participate its Loan to its Affiliates; further provided that the Administrative Agent shall notify the Borrower of any such assignment or participation of a Loan hereunder and the name(s) of the assignee or participant. Following February 6, 2013, each Lender may, in accordance with Applicable Law and this Section, assign its rights and interests under this Loan or any portion thereof to any other Person by execution of an Assignment Agreement, the Notes and the Security Documents and/or delegate its obligations hereunder and thereunder, in whole or in part, and sell participations in its Commitment(s) and its Loans, ; provided as followsthat:
(i) Any any such assignment, other than an partial assignment in whole, made (other than to (A) another Lender, (B) a separately organized branch of a Lender or (C) a Related Lender Party, shall reflect an assignment of such assigning Lender’s Note and Commitment which is in an aggregate principal amount of at least $1,000,000, and if greater, shall be in an amount at least equal to U.S.$1,000,000 or an integral multiple of $100,000.U.S.$500,000 in excess thereof (or, if less, all of such Lender’s remaining Loan hereunder),
(ii) Notwithstanding any provision of this upon each such assignment, the assignor and assignee shall deliver an Assignment Agreement to the contrary, (A) each Lender may at any time pledge all or any portion of its rights under this Agreement and each of the other Loan Documents, including without limitation its Loans and the Notes held by such Lender, to a Federal Reserve Bank (or equivalent thereof in the case of Lenders chartered outside of the United States) in support of borrowings made by such Lender from such Federal Reserve Bank, (B) with the consent of each Administrative Agent, any Lender which is a fund may pledge all or any portion of its Notes or Loans to its trustee in support of its obligations to its trustee, and (C) any such pledgee may enforce such pledge. No pledge pursuant to this subsection (ii), and no enforcement thereof by the pledgee, shall release the transferor Lender from any of its obligations and liabilities under the Loan Documents.,
(iii) Any assignments and/or delegations made hereunder the assignee, if it shall not be pursuant a Lender, shall deliver to the Administrative Agent an instrument of assignment and acceptance Administrative Questionnaire,
(the “Assignment and Acceptance”iv) substantially in the form of Schedule 12 and the parties to each such assignment shall execute and deliver be to Collateral Agent for its acceptance an Eligible Assignee (except that such restriction shall not apply during any time following the Assignment and Acceptance together with any Note or Notes subject thereto. Upon such execution and delivery, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least that is five (5) Business Days after the execution Majority Lenders have declared all amounts payable by the Borrower under the Credit Documents to be immediately due and payable).
(c) The Borrower shall have the right to replace any Lender which does not agree to an amendment or waiver request (each such Lender, a “Non-Consenting Lender”) with an Eligible Assignee designated by the Borrower. Any replacement of a Lender pursuant to this paragraph shall be (i) made by the Eligible Assignee’s and the Non-Consenting Lender’s entering into an Assignment and Acceptance; (ii) shall close within five (5) days after the Administrative Agent’s receipt of a notice of election to replace such Lender from the Borrower; and (iii) shall only be made upon the Non-Consenting Lender’s being paid in full all principal, interest, and other amounts owed to it as of the effective date of the replacement.
(d) Upon the effective date of the assignment to be effected by an Assignment Agreement and registration thereof in the Register pursuant to Section 10.3(f), the assignee shall have, to the extent of such assignment, the obligations, rights and benefits of a Lender hereunder holding the Loan (or portion thereof) assigned to it and specified in such Assignment Agreement and the assigning Lender shall, to the extent of such assignment of its Loan, be released from the Loan (or portion thereof) so assigned. Upon its receipt of an Assignment Agreement executed by an assigning Lender and an assignee together with (except in the case of an assignment by a Lender to an Affiliate of such Lender) payment by the assigning or assignee Lender to the Administrative Agent of an assignment fee of U.S.$3,000, the Administrative Agent shall: (A) promptly accept such Assignment Agreement and (B) on the effective date determined pursuant thereto record such assignment in the Register and give notice of such acceptance and recordation to the assigning Lender, its assignee and the Borrower. Notwithstanding anything to the contrary contained herein, no Borrower shall be obligated to pay to any Lender any amount under Sections 3.1, 3.3, 3.4 or 3.5 of this Agreement that is greater than the amount that the Borrower would have been obligated to pay such Lender’s assignor if such assigning Lender had not assigned to such Lender any of its rights under this Agreement, unless at the time such assignment is made: (1) the circumstances giving rise to such greater payments did not exist or (2) the Borrower consents to such greater obligation. Notwithstanding the foregoing, no such assignment shall be allowed if the assignor thereof (if it is assigning less than all of its Loan) would, after such assignment, have less than U.S.$1,000,000 in Loan. Any assignment in contravention of the provisions of this paragraph shall be null and void ab initio.
(e) Upon the request of the assigning Lender and presentment of its existing Note, the Borrower shall execute and deliver, at the Borrower’s expense, one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the principal amount of the surrendered Notes. Each such new Note shall be in such principal amount and be payable to such Person as such holder may request. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the relevant surrendered Note(s) or dated the date of the relevant surrendered Note(s) if no interest shall have been paid thereon. Notes shall not be issued or transferred in denominations of less than U.S.$1,000,000; provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be issued in a denomination of less than U.S.$1,000,000.
(f) The Administrative Agent shall maintain a copy of each Assignment Agreement delivered to it and a register for the recordation of the names and addresses of the Lenders, and the commitments and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive in the absence of manifest error and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement and the Relevant Credit Agreement, notwithstanding notice to the contrary. All payments under the Relevant Credit Agreement in respect of principal or interest shall be made to the appropriate Person named in the Register. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.
(g) A Lender may assign its Loans and its rights and obligations thereunder only by complying with the terms of this Agreement. No such assignment shall be effected until, and such assignee shall succeed to the rights of a holder only upon, final acceptance and registration of the assignment by the Administrative Agent in the Register. Prior to the registration of any assignment of Loans by a holder as provided herein, the Administrative Agent may treat the Person in whose name the Lenders are registered as the owner thereof for all purposes and as the Person entitled to exercise the rights represented thereby, any notice to the contrary notwithstanding.
(h) If any Lender assigns all or a portion of its Loans and its rights and obligations hereunder to any other Person pursuant to the provisions hereof, the assigning Lender shall be relieved of its obligations hereunder with respect to the assigned Loans and Notes, and the assignee thereunder shall become be a party hereto, to the Loan Documents, hereto and, to the extent provided in that Loans and Notes and such Assignment other rights and Acceptanceobligations hereunder have been assigned, have the shall acquire such Loans and Notes and other rights and obligations of a Lender hereunder with the applicable Commitment set forth therein hereunder, and (B) the assigning Lender thereunder shall, to the extent provided in such assignment, be released from its obligations under this Agreement as to that portion of its obligation being so assigned and delegated. The Assignment and Acceptance shall be deemed to amend this Agreement be amended to the extent, and only to the extent, extent necessary to reflect the addition transfer and assignment of the assignee as a Lender and the resulting adjustment of Commitments arising from the purchase by and delegation to such assignee of all or a portion of the rights and obligations and the addition of such assigning Lender under this Agreement.
(iv) Upon its receipt of an Assignment assignee, and Acceptance executed by an assigning Lender and the assignee together with the Note subject any reference to such assignment (or a standard indemnity letter from the respective assigning Lender in respect of any lost Note) and payment by the assignee to Collateral Agent of a registration and processing fee of $5,000, Collateral Agent shall accept such Assignment and Acceptance; provided, however, that in lieu of such processing fee, on not more than two (2) occasions involving assignments to an Affiliate, the assigning Lender shall be obligated to pay to Collateral Agent only Collateral Agent’s out-of-pocket expenses incurred in documenting and reviewing such assignment (including reasonable attorneys’ fees). Promptly upon delivering such Assignment and Acceptance to Collateral Agent, the assigning Lender shall give notice thereof to Borrowers and Collateral Agent. Within five (5) Business Days after receipt of such notice, Borrowers shall execute and deliver to Collateral Agent in exchange for each such surrendered Note a new Note payable to the order of such assignee in an amount equal to the portion of the Commitment assumed by such assignee pursuant to such Assignment and Acceptance and a new Note payable to the order of the assigning Lender in an amount equal this Agreement or the Notes of such Lender shall thereafter refer to such Lender and to such assignee to the portion extent of their respective interests.
(i) Upon receipt by the Administrative Agent of evidence reasonably satisfactory to each of them of the Commitment retained by it hereunder. Such ownership of and the loss, theft, destruction or mutilation of any Notes, and
(i) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to each of them; or
(ii) in the case of mutilation, upon surrender and cancellation thereof, the Borrower, at its own expense, shall execute and deliver, in lieu thereof, new Notes, dated and bearing interest from the date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Notes shall be or dated the effective date of such Assignment and Acceptance and lost, stolen, destroyed or mutilated Notes if no interest shall otherwise be in substantially the form provided in Section 2.01. Canceled Notes shall be returned to Borrowers upon the execution and delivery of such new Noteshave been paid thereon.
(vj) Each Following February 6, 2013, a Lender may may, in accordance with Applicable Law, sell participations or agree to sell to one or more other Persons (each a “Participant”) a participation in all or a portion any part of its the Loans held by it; provided that such Participant shall not have any rights and or obligations under this Agreement (including, without limitation, all or a portion the Participant’s rights against such Lender in respect of its Commitments and such participation to be those set forth in the Notes agreements executed by such Lender in favor of the Participant). All amounts payable to any Lender under this Agreement in respect of the Loans held by it); provided, however, that, (A) the selling Lender shall remain obligated under this Agreement to the extent as it would if it had not sold such participation, (B) the selling Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) at no time shall the selling Lender agree with such participant to take or refrain from taking any action hereunder or under any other Loan Document, except that the selling Lender may agree not to consent, without such participant’s consent, to any of the actions referred to Article XI, to the extent that the same require the consent of each Lender hereunder, (D) all amounts payable by Borrower hereunder shall be determined as if such Lender had not sold or agreed to sell any participations in such participation Loan and as if such Lender were funding such Loans in the same way that it is funding the portion of such Loans in which no participant shall be entitled to receive any greater amount pursuant to this Agreement than the selling Lender would participations have been entitled sold (or if all of its Loans has been so participated, in the same way that it was funding such Loans at the time of such participation). In no event shall a Lender that sells a participation agree with the Participant to receive in respect take or refrain from taking any action hereunder except that such Lender may agree with the Participant that it shall not, without the consent of the amount Participant, agree to anything requiring the vote of 100% of the participation transferred by such Lender to such participant had no such transfer occurred, and (E) Borrowers, Collateral Agent, and the other applicable Lenders shall continue to deal solely and directly with the selling Lender in connection with such Lender’s rights and obligations under this Agreementhereunder.
(vik) Except for an assignment made In addition to the assignments and participations permitted under the foregoing provisions of this Section 10.3, any Lender may (A) another Lender, (B) a separately organized branch of a Lender, (C) a Related Lender Party without notice or (D) an Eligible Transferee, no assignment referred to above shall be permitted without the prior written consent of each Agent, which consent the Administrative Agent or any other Person and without payment of any fee) assign and pledge all or any portion of its Loans and Notes to any U.S. Federal Reserve Bank (or other central banking authority) as collateral security pursuant to Regulation A of the Board of Governors of the U.S. Federal Reserve System and any operating circular issued by such Federal Reserve Bank. No such assignment shall not be unreasonably withheld or delayed.
(vii) Borrowers may not assign any of their rights or delegate any of their duties or release the assigning Lender from its obligations hereunder.
(viii) To the extent that an assignment of all or any portion of a Lender’s Commitment and outstanding Loans pursuant to subsection (b) of Article XI or this Article XII would, due to circumstances existing at the time of such assignment, result in costs under Sections 2.07, 2.09 or 2.10 which are increased from those being charged by the assigning Lender prior to such assignment, then Borrowers shall not be obligated to pay such increased costs (although Borrowers shall be obligated to pay any other increased costs of the type described above resulting from changes after the date of the respective assignment).
(ixl) Any Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section, disclose to the assignee or participant or proposed assignee or participant any information relating to the Borrowers and their Affiliates Borrower furnished to such Lender by or on behalf of Borrowers and the Borrower; provided that, before any such disclosure, the assignee or participant or proposed assignee or participant shall treat agree to preserve the confidentiality of any Confidential Information relating to the Borrower received by it from such information as confidentialLender on the terms set forth in Section 10.13.
(x) No Lender shall sell any Participation or Loan interest to a Person that, by virtue of ownership of debt and/or equity in EBC, would be deemed to hold an attributable ownership interest in any of the Borrowers in violations of applicable FCC rules and regulations.
Appears in 1 contract
Samples: Backstop Loan Facility Agreement (Votorantim Cimentos S.A.)
Benefit of Agreement Assignments and Participations. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, Lenders, Agents the Lenders and the Agent and their respective successors and permitted assigns, and all subsequent holders of any of the Notes or any portion thereof.
(b) Each Lender may assign its rights and interests under this Agreement, the Notes and the Security Documents and/or delegate its obligations hereunder and thereunder, in whole or in part, and sell participations in its Commitment(s) the Notes and its Loansthe Security Documents as security therefor, provided as follows:
(i) Any such assignment, other than an assignment in whole, made other than to (A) another Lender, (B) a separately organized branch of a Lender or (C) a Related Lender Party, shall reflect an assignment of such assigning Lender’s Note and Commitment 's Notes which is in an aggregate principal amount of at least $1,000,0002,500,000, unless each of the Borrower and if greater, shall be in an integral multiple of $100,000the Agent otherwise consents to a lesser amount.
(ii) Notwithstanding any provision of this Agreement to the contrary, (A) each Lender may at any time pledge all or any portion of its rights under this Agreement and each of the other Loan Documents, including without limitation its Loans and the Notes held by such Lender, to a Federal Reserve Bank (or equivalent thereof in the case of Lenders chartered outside of the United States) in support of borrowings made by such Lender from such Federal Reserve Bank, Bank and (B) with any Lender that is a fund that invests in bank loans may, without the consent of each Agentthe Agent or the Borrower, any Lender which is a fund may pledge all or any portion of its Notes or Loans to its any holders of obligations owed, or securities issued, by such fund, as security for such obligations or securities, or to any trustee in support for, or any other representative of, such holders; provided that any foreclosure or similar action by such trustee shall be subject to the provisions of its obligations to its trustee, and (C) any such pledgee may enforce such pledgethis Section concerning assignments. No pledge pursuant to this subsection (ii), and no enforcement thereof by the pledgee, ) shall release the transferor Lender from any of its obligations and liabilities under the Loan Documents.
(iii) Any assignments and/or delegations made hereunder shall be pursuant to an instrument of assignment and acceptance (the “"Assignment and Acceptance”") substantially in the form of Schedule 12 and the parties to each such assignment shall execute and deliver to Collateral the Agent for its acceptance the Assignment and Acceptance together with any Note or Notes subject thereto. Upon such execution and delivery, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereofthereof unless otherwise permitted by the Agent, (A) the assignee thereunder shall become a party hereto, to the Loan Documents, hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder with the applicable Commitment set forth therein and (B) the assigning Lender thereunder shall, to the extent provided in such assignment, be released from its obligations under this Agreement as to that portion of its obligation being so assigned and delegated. The Assignment and Acceptance shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of the assignee as a Lender and the resulting adjustment of Commitments arising from the purchase by and delegation to such assignee of all or a portion of the rights and obligations of such assigning Lender under this AgreementLender.
(iv) The Agent, on behalf of the Borrower, shall maintain at the address of the Agent referred to in Section 13.3 a copy of each Assignment and Acceptance delivered to it and a register (the "Register") for the recordation of the names and addresses of the Lenders, and principal amounts of the Loans owing to, and any Notes evidencing the Loans owned by, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Agent and the Lenders shall treat each Person whose name is recorded in the Register as the owner of a Loan or other obligation hereunder as the owner thereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any notice to the contrary. Any assignment of any Loan or other obligation hereunder shall be effective only upon appropriate entries with respect thereto being made in the Register. 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.
(v) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and the assignee together with the Note or Notes subject to such assignment (or a standard indemnity letter from the respective assigning Lender in respect of any lost NoteNote or Notes) and payment by the assigning Lender or the assignee to Collateral the Agent of a registration and processing fee fees of $5,0003,500 in the aggregate (except with respect to assignments (A) to any Related Lender Party or another Lender or (B) by the Agent, Collateral the Syndication Agent or the Documentation Agent, in their capacities as Lenders), the Agent shall promptly accept such Assignment and Acceptance; provided, however, that Acceptance and record the information contained therein in lieu the Register and give notice of such processing fee, on not more than two (2) occasions involving assignments acceptance and recordation to an Affiliate, the assigning Lender shall be obligated to pay to Collateral Agent only Collateral Agent’s out-of-pocket expenses incurred in documenting Lenders and reviewing such assignment (including reasonable attorneys’ fees)the Borrower. Promptly upon delivering such Such Assignment and Acceptance and the assignment evidenced thereby shall only be effective upon appropriate entries with respect to Collateral Agent, the assigning Lender shall give notice thereof information contained therein being made in the Register pursuant to Borrowers and Collateral Agent. subparagraph (iv) above.
(vi) Within five (5) Business Days after receipt of such notice, Borrowers the Borrower shall execute and deliver to Collateral the Agent in exchange for evidence of the delivery to the Agent of a copy of each such surrendered Note a Note, marked "Superseded"), one or more new Note Notes payable to the order of such assignee in an amount equal to the portion of the Commitment assumed applicable Loans purchased by such assignee pursuant to such Assignment and Acceptance and a new Note payable to the order of the assigning Lender in an amount equal to the portion of the Commitment applicable Loans retained by it hereunder. Such new Notes shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form provided in Section 2.011.
1. Canceled Copies of the superseded Notes shall be returned delivered to Borrowers the Borrower upon the execution and delivery of such new NotesNotes and the original superseded Notes shall be returned to the assignors thereof.
(vvii) Each Lender may sell participations in all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments and the Notes held by it); provided, however, that, (A) the selling no Lender shall remain obligated transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement to the extent as it would if it had not sold such participation, (B) the selling Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) at no time shall the selling Lender agree with such participant to take or refrain from taking any action hereunder or under any other Loan Document, except to the extent such amendment or waiver would (A) extend the final scheduled maturity of any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that no waiver or modification of any condition precedent, covenant or Default shall constitute a change in the selling Lender may agree terms of such participation, that an increase in any Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof and that any amendment or modification to consentthe financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (A)), without (B) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement or (C) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Security Documents) supporting the Loans hereunder in which such participant’s consentparticipant is participating. In the case of any such participation, to the participant shall not have any rights under this Agreement or any of the actions referred other Loan Documents (the participant's rights against such Lender in respect of such participation to Article XI, to be those set forth in the extent that agreement executed by such Lender in favor of the same require the consent of each Lender hereunder, (Dparticipant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation and no participant shall be entitled to receive any greater amount pursuant to this Agreement than the selling Lender would have been entitled to receive in respect of the amount of the participation transferred by such Lender to such participant had no such transfer occurred, and (E) Borrowers, Collateral Agent, and the other Lenders shall continue to deal solely and directly with the selling Lender in connection with such Lender’s rights and obligations under this Agreementparticipation.
(viviii) Except for an assignment made to (Ai) another Lender, (Bii) a separately organized branch of a Lender, Lender or (Ciii) a Related Lender Party or (D) an Eligible TransfereeParty, and except during the existence of a Default, no assignment referred to above shall be permitted without the prior written consent of each Agentthe Agent and the Borrower, which consent shall not be unreasonably withheld or delayed.
(viiix) Borrowers The Borrower may not assign any of their its rights or delegate any of their its duties or obligations hereunder.
(viiix) To the extent that an assignment of all or any portion of a Lender’s Commitment and 's outstanding Loans pursuant to subsection (b) of Article XI 11 or this Article XII 12 would, due to circumstances existing at the time of such assignment, result in costs under Sections 2.071.7, 2.09 1.9 or 2.10 1.10 which are increased from those being charged by the respective assigning Lender prior to such assignment, then Borrowers the Borrower shall not be obligated to pay such increased costs (although Borrowers the Borrower shall be obligated to pay any other increased costs of the type described above resulting from changes after the date of the respective assignment).
(ixxi) Any Lender may, in connection with any assignment or participation pursuant to this Section, disclose to the assignee or participant any information relating to the Borrowers and their Affiliates Companies furnished to such Lender by or on behalf of Borrowers the Borrower and such assignee or participant shall treat such information as confidential.
(x) No Lender shall sell any Participation or Loan interest to a Person that, by virtue of ownership of debt and/or equity in EBC, would be deemed to hold an attributable ownership interest in any of the Borrowers in violations of applicable FCC rules and regulations.
Appears in 1 contract
Samples: 364 Day Credit Agreement (Pegasus Communications Corp /)
Benefit of Agreement Assignments and Participations. (a) This Agreement shall be binding upon and inure to the benefit of Borrower, Lenders, Agents and their respective successors and permitted assigns, and all subsequent holders of any of the Notes or any portion thereof.
(b) Each Lender may assign its rights and interests under this Agreement, the Notes and the Security Documents and/or delegate its obligations hereunder and thereunder, in whole or in part, and sell participations in its Commitment(s) and its Loans, provided as follows:
(i) Any such assignment, other than an assignment in whole, made other than to (A) another Lender, (B) a separately organized branch of a Lender or (C) a Related Lender Party, shall reflect an assignment of such assigning Lender’s 's Note and Commitment which is in an aggregate principal amount of at least $1,000,000, and if greater, shall be in an integral multiple of $100,000.
(ii) Notwithstanding any provision of this Agreement to the contrary, (A) each Lender may at any time pledge all or any portion of its rights under this Agreement and each of the other Loan Documents, including without limitation its Loans and the Notes held by such Lender, to a Federal Reserve Bank (or equivalent thereof in the case of Lenders chartered outside of the United States) in support of borrowings made by such Lender from such Federal Reserve Bank, (B) with the consent of each Agent, any Lender which is a fund may pledge all or any portion of its Notes or Loans to its trustee in support of its obligations to its trustee, and (C) any such pledgee may enforce such pledge. No pledge pursuant to this subsection (ii), and no enforcement thereof by the pledgee, shall release the transferor Lender from any of its obligations and liabilities under the Loan Documents.
(iii) Any assignments and/or delegations made hereunder shall be pursuant to an instrument of assignment and acceptance (the “"Assignment and Acceptance”") substantially in the form of Schedule 12 and the parties to each such assignment shall execute and deliver to Collateral Agent for its acceptance the Assignment and Acceptance together with any Note or Notes subject thereto. Upon such execution and delivery, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (A) the assignee thereunder shall become a party hereto, to the Loan Documents, and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder with the applicable Commitment set forth therein and (B) the assigning Lender thereunder shall, to the extent provided in such assignment, be released from its obligations under this Agreement as to that portion of its obligation being so assigned and delegated. The Assignment and Acceptance shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of the assignee as a Lender and the resulting adjustment of Commitments arising from the purchase by and delegation to such assignee of all or a portion of the rights and obligations of such assigning Lender under this Agreement.
(iv) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and the assignee together with the Note subject to such assignment (or a standard indemnity letter from the respective assigning Lender in respect of any lost Note) and payment by the assignee to Collateral Agent of a registration and processing fee of $5,000, Collateral Agent shall accept such Assignment and Acceptance; provided, however, that in lieu of such processing fee, on not more than two (2) occasions involving assignments to an Affiliate, the assigning Lender shall be obligated to pay to Collateral Agent only Collateral Agent’s 's out-of-pocket expenses incurred in documenting and reviewing such assignment (including reasonable attorneys’ ' fees). Promptly upon delivering such Assignment and Acceptance to Collateral Agent, the assigning Lender shall give notice thereof to Borrowers and Collateral Agent. Within five (5) Business Days after receipt of such notice, Borrowers shall execute and deliver to Collateral Agent in exchange for each such surrendered Note a new Note payable to the order of such assignee in an amount equal to the portion of the Commitment assumed by such assignee pursuant to such Assignment and Acceptance and a new Note payable to the order of the assigning Lender in an amount equal to the portion of the Commitment retained by it hereunder. Such new Notes shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form provided in Section 2.01. Canceled Notes shall be returned to Borrowers upon the execution and delivery of such new Notes.
(v) Each Lender may sell participations in all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments and the Notes held by it); provided, however, that, (A) the selling Lender shall remain obligated under this Agreement to the extent as it would if it had not sold such participation, (B) the selling Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) at no time shall the selling Lender agree with such participant to take or refrain from taking any action hereunder or under any other Loan Document, except that the selling Lender may agree not to consent, without such participant’s 's consent, to any of the actions referred to Article XI, to the extent that the same require the consent of each Lender hereunder, (D) all amounts payable by Borrower hereunder shall be determined as if such Lender had not sold such participation and no participant shall be entitled to receive any greater amount pursuant to this Agreement than the selling Lender would have been entitled to receive in respect of the amount of the participation transferred by such Lender to such participant had no such transfer occurred, and (E) Borrowers, Collateral Agent, and the other Lenders shall continue to deal solely and directly with the selling Lender in connection with such Lender’s 's rights and obligations under this Agreement.
(vi) Except for an assignment made to (A) another Lender, (B) a separately organized branch of a Lender, (C) a Related Lender Party or (D) an Eligible Transferee, no assignment referred to above shall be permitted without the prior written consent of each Agent, which consent shall not be unreasonably withheld or delayed.
(vii) Borrowers may not assign any of their rights or delegate any of their duties or obligations hereunder.
(viii) To the extent that an assignment of all or any portion of a Lender’s 's Commitment and outstanding Loans pursuant to subsection (b) of Article XI or this Article XII would, due to circumstances existing at the time of such assignment, result in costs under Sections 2.07, 2.09 or 2.10 which are increased from those being charged by the assigning Lender prior to such assignment, then Borrowers shall not be obligated to pay such increased costs (although Borrowers shall be obligated to pay any other increased costs of the type described above resulting from changes after the date of the respective assignment).
(ix) Any Lender may, in connection with any assignment or participation pursuant to this Section, disclose to the assignee or participant any information relating to the Borrowers and their Affiliates furnished to such Lender by or on behalf of Borrowers and such assignee or participant shall treat such information as confidential.
(x) No Lender shall sell any Participation or Loan interest to a Person that, by virtue of ownership of debt and/or equity in EBCEMHC, would be deemed to hold an attributable ownership interest in any of the Borrowers in violations of applicable FCC rules and regulations.
Appears in 1 contract
Benefit of Agreement Assignments and Participations. (a) This Agreement shall be binding upon and inure to the benefit of Borrower, Lenders, Agents and be enforceable by the parties hereto and their respective successors and assigns; provided, however, that (except as permitted assigns, and all subsequent holders of under Section 8.3) no Obligor may transfer any of its rights or Obligations hereunder without the Notes or any portion thereofprior written consent of each Bank.
(b) Each Lender With the consent of each Obligor, which may assign not be unreasonably withheld or delayed, each Bank shall have the right at any time to sell, assign, syndicate, transfer or negotiate all or any portion of such Bank's Commitments and its interests in the Obligations hereunder to an Eligible Assignee to be selected by such Bank (collectively, an "assignment"); provided that (i) any such assignment of less than all of such Bank's Commitments and Obligations hereunder shall be in the minimum principal amount of $15,000,000, (ii) after giving effect to any such assignment of less than all of such Bank's Commitments and Obligations hereunder, such Bank shall retain not less than $25,000,000 in Commitments and Obligations hereunder, (iii) such Bank shall have delivered to the Agent a fee of $2,500 in respect of each such assignment and (iv) such assignment does not violate any applicable securities laws of any jurisdiction. From 77 and after the date of any such permitted assignment, the Eligible Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it, shall have the rights and obligations of, and be deemed to be, a Bank hereunder, and the assigning Bank thereunder shall, to the extent that rights and obligations hereunder have been assigned by it, relinquish its rights and interests be released from its obligations under this Agreement (and, in the case of an assignment covering all or the remaining portion of an assigning Bank's rights and obligations under this Agreement, the Notes and Bank shall cease to be a party hereto). Any Bank, without the Security Documents and/or delegate its obligations hereunder and thereunderconsent of any Obligor, in whole any other Bank or in partthe Agent, and sell may assign, pledge or grant participations in its Commitment(srights with respect to its interest in the Obligations hereunder to any Federal Reserve Bank or any Affiliate of such Bank which is an Eligible Assignee. Notwithstanding anything to the contrary contained herein, any Bank may sell, transfer, assign or grant participations in all or any part of the Competitive Bid Loans made by it.
(c) Subject to the provisions of this Section 11.7, each Bank shall have the right at any time to sell undivided participating interests in all or any part of its Borrowings to one or more Affiliates of such Bank or to one or more other banks; provided that (1) such sale or transfer does not violate any applicable securities laws of any jurisdiction, (ii) such sale or transfer shall not relieve such Bank of any obligation or liability hereunder, and (iii) such Bank shall make and receive all payments for the account of its Loansparticipants and shall retain exclusively, and shall continue to exercise exclusively, all rights of approval and administration available hereunder with respect to such Bank's Borrowings, even after giving effect to any such sale or transfer, and such Bank shall make such arrangements with its participants as may be necessary to accomplish the foregoing, provided as follows:
that any such participant may be given the right to vote its interest with respect to any change of the principal of, or the rate of interest on, any Obligation or any change of the time of payment of principal (iother than with respect to prepayments required by Section 2.8(a)) Any of, or interest on, any Obligation by which it would be affected. No such assignmentparticipant shall be a Bank for any purpose under this Agreement, other than an assignment in wholefor the purposes of Sections 2.12 (but only to the extent that the selling Bank would be entitled to payment thereunder), made other than to (A) another Lender11.1, (B) a separately organized branch 11.2 and the proviso at the end of a Lender or (C) a Related Lender Partythe immediately preceding sentence, shall reflect an assignment without the consent of such assigning Lender’s Note the Agent, the Required Banks and Commitment which is in an aggregate principal amount of at least $1,000,000, and if greater, shall be in an integral multiple of $100,000each Obligor.
(iid) Notwithstanding It is expressly agreed that, in connection with any provision assignment, the sale and transfer of any participations or offers therefor pursuant to this Agreement Section 11.7, each Bank may, subject to Section 11.15, provide to any assignee or participant or prospective assignee or participant such information pertaining to the contrary, Obligors or any of their Subsidiaries as such Bank has received from the Obligors (Adirectly or indirectly) each Lender and general credit information based on such Bank's records.
(e) Any Bank may at any time pledge all or any portion designate not more than one Designated Lender to fund Committed Loans and/or Competitive Bid Loans on behalf of its rights under such Designating Lender subject to the terms of this Agreement subsection 11.7(e) and each the provisions of the other Loan Documents, including without limitation its Loans and the Notes held by foregoing subsection 11.7(b) hereof shall not apply to such Lender, to a Federal Reserve Bank (or equivalent thereof in the case of Lenders chartered outside of the United States) in support of borrowings made by such Lender from such Federal Reserve Bank, (B) with the consent of designation; provided that each Agent, any Designated Lender which is a fund non- U.S. Bank shall comply with the provisions of subsection 2.15 hereof. No Bank may pledge all have more than one Designated Lender at any time. Such designation may occur either by the execution of the signature pages hereof by such Bank and Designated Lender next to the appropriate "Designating Lender" and "Designated Lender" captions, or by execution by such parties of a Designation Agreement subsequent to the date hereof; provided, that any portion of Bank and its Notes or Loans Designated Lender executing the signature pages hereof as "Designating Lender" and "Designated Lender", respectively, on the date hereof shall be deemed to its trustee in support of its obligations to its trusteehave executed a Designation Agreement, and (C) any such pledgee may enforce such pledge. No pledge pursuant to this subsection (ii)shall be bound by the respective representations, warranties and covenants contained therein, and no enforcement thereof such designation shall be conclusively deemed to be accepted by the pledgee, shall release the transferor Lender from any of its obligations and liabilities under the Loan Documents.
(iii) Any assignments and/or delegations made hereunder shall be pursuant to an instrument of assignment and acceptance (the “Assignment and Acceptance”) substantially in the form of Schedule 12 Obligors and the Agent. The parties to each such assignment designation occurring subsequent to the execution date hereof shall execute and deliver to Collateral the Agent and the Obligors for its their acceptance the Assignment and Acceptance together with any Note or Notes subject theretoa Designation Agreement. Upon such execution receipt of an appropriately completed Designation Agreement executed by a Designating Lender and deliverya designee representing that it is a Designated Lender and consented to by the Obligors, the Agent will accept such Designation Agreement and will give prompt notice thereof to the Obligors and the other Banks, whereupon, (i) from and after the effective date specified in each Assignment and Acceptancethe Designation Agreement, which effective date shall be at least five (5) Business Days after the execution thereof, (A) the assignee thereunder Designated Lender shall become a party heretoto this Agreement with a right to make Committed Loans and Competitive Bid Loans on behalf of its Designating Lender pursuant to subsections 2.3(c) and 2.5(i), respectively and (ii) the Designated Lender shall not be required to the Loan Documents, and, make payments with respect to any obligations and liabilities in this Agreement except to the extent provided in of excess cash flow of such Assignment and Acceptance, have the rights and obligations of a Designated Lender hereunder with the applicable Commitment set forth therein and (B) the assigning Lender thereunder shall, which is not otherwise required to the extent provided in such assignment, be released from its obligations under this Agreement as to that portion of its obligation being so assigned and delegated. The Assignment and Acceptance shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of the assignee as a Lender and the resulting adjustment of Commitments arising from the purchase by and delegation to such assignee of all or a portion of the rights and repay obligations of such assigning Designated Lender under this Agreement.
(iv) Upon its receipt of an Assignment which are then due and Acceptance executed by an assigning Lender and the assignee together with the Note subject to such assignment (or a standard indemnity letter from the respective assigning Lender in respect of any lost Note) and payment by the assignee to Collateral Agent of a registration and processing fee of $5,000, Collateral Agent shall accept such Assignment and Acceptancepayable; provided, however, that in lieu regardless of such processing fee, on not more than two (2) occasions involving assignments to an Affiliatedesignation and assumption by the Designated Lender, the assigning Designating Lender shall be and remain obligated to pay to Collateral Agent only Collateral Agent’s out-of-pocket expenses incurred in documenting and reviewing such assignment (including reasonable attorneys’ fees). Promptly upon delivering such Assignment and Acceptance to Collateral Agentthe Obligors, the assigning Lender shall give notice thereof to Borrowers Agent and Collateral Agent. Within five (5) Business Days after receipt of such notice, Borrowers shall execute and deliver to Collateral Agent in exchange the Banks for each such surrendered Note a new Note payable to the order of such assignee in an amount equal to the portion and every of the Commitment assumed by such assignee pursuant to such Assignment and Acceptance and a new Note payable to the order obligations of the assigning Designating Lender in an amount equal and its related Designated Lender with respect to the portion of the Commitment retained by it hereunder. Such new Notes shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form provided in Section 2.01. Canceled Notes shall be returned to Borrowers upon the execution and delivery of such new Notes.
(v) Each Lender may sell participations in all or a portion of its rights and obligations under this Agreement (Agreement, including, without limitation, all any actions taken by the Designated Lender with respect to the Agreement, any indemnification obligations under subsection 3.3 hereof and any sums otherwise payable to the Obligors by the Designated Lender. Each Designating Lender, or a portion specified branch or affiliate thereof, shall serve as the administrative agent of its Commitments Designated Lender and shall on behalf of its Designated Lender: (i) receive any and all payments made for the benefit of such Designated Lender and (ii) give and receive all communications and notices and take all actions hereunder, including, without limitation, votes, approvals, waivers, 74 consents and amendments under or relating to this Agreement. Any such notice, communication, vote, approval, waiver, consent or amendment shall be signed by a Designating Lender, or specified branch or affiliate thereof, as administrative agent for its Designated Lender and need not be signed by such Designated Lender on its own behalf. The Obligors, the Agent and the Notes held by it); provided, however, that, (A) the selling Lender shall remain obligated under this Agreement to the extent as it would if it had not sold such participation, (B) the selling Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) at no time shall the selling Lender agree with such participant to take or refrain from taking Banks may rely thereon without any action hereunder or under any other Loan Document, except requirement that the selling Designated Lender sign or acknowledge the same. No Designated Lender may agree not to consent, without such participant’s consent, to any of the actions referred to Article XI, to the extent that the same require the consent of each Lender hereunder, (D) all amounts payable by Borrower hereunder shall be determined as if such Lender had not sold such participation and no participant shall be entitled to receive any greater amount pursuant to this Agreement than the selling Lender would have been entitled to receive in respect of the amount of the participation transferred by such Lender to such participant had no such assign or transfer occurred, and (E) Borrowers, Collateral Agent, and the other Lenders shall continue to deal solely and directly with the selling Lender in connection with such Lender’s rights and obligations under this Agreement.
(vi) Except for an assignment made to (A) another Lender, (B) a separately organized branch of a Lender, (C) a Related Lender Party or (D) an Eligible Transferee, no assignment referred to above shall be permitted without the prior written consent of each Agent, which consent shall not be unreasonably withheld or delayed.
(vii) Borrowers may not assign any of their rights or delegate any of their duties or obligations hereunder.
(viii) To the extent that an assignment of all or any portion of a Lender’s Commitment and outstanding Loans pursuant its interest hereunder, other than via an assignment to its Designating Lender or Liquidity Bank, if any, or otherwise in accordance with the provisions of subsection (b11.7(b) of Article XI or this Article XII would, due to circumstances existing at the time of such assignment, result in costs under Sections 2.07, 2.09 or 2.10 which are increased from those being charged by the assigning Lender prior to such assignment, then Borrowers shall not be obligated to pay such increased costs (although Borrowers shall be obligated to pay any other increased costs of the type described above resulting from changes after the date of the respective assignment)hereof.
(ix) Any Lender may, in connection with any assignment or participation pursuant to this Section, disclose to the assignee or participant any information relating to the Borrowers and their Affiliates furnished to such Lender by or on behalf of Borrowers and such assignee or participant shall treat such information as confidential.
(x) No Lender shall sell any Participation or Loan interest to a Person that, by virtue of ownership of debt and/or equity in EBC, would be deemed to hold an attributable ownership interest in any of the Borrowers in violations of applicable FCC rules and regulations.
Appears in 1 contract
Benefit of Agreement Assignments and Participations. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, Lenders, the Lenders and the Agents and their respective successors and permitted assigns, and all subsequent holders of any of the Notes or any portion thereof.
(b) Each Lender may assign its rights and interests under this Agreement, the Notes and the Security Documents and/or delegate its obligations hereunder and thereunder, in whole or in part, and sell participations in its Commitment(s) the Notes and its Loansthe Security Documents as security therefor, provided PROVIDED as follows:
(i) Any such assignment, other than an assignment in whole, made other than to (A) another Lender, (B) a separately organized branch of branch, or an Affiliate of, a Lender or (C) a Related Lender Party, shall reflect an assignment of such assigning Lender’s Note 's Notes and Commitment Commitments which is in an aggregate principal amount of at least $1,000,0005,000,000, and if greater, shall be in an integral multiple of $100,0001,000,000.
(ii) Notwithstanding any provision of this Agreement to the contrary, (A) each Lender may at any time pledge assign all or any portion of its rights under this Agreement and each of the other Loan Documents, including including, without limitation its Loans and limitation, the Notes held by such Lender, to a Federal Reserve Bank (or equivalent thereof in the case of Lenders chartered outside of the United States) in support of borrowings made by ); provided that no such Lender from such Federal Reserve Bank, (B) with the consent of each Agent, any Lender which is a fund may pledge all or any portion of its Notes or Loans to its trustee in support of its obligations to its trustee, and (C) any such pledgee may enforce such pledge. No pledge pursuant to this subsection (ii), and no enforcement thereof by the pledgee, assignment shall release the transferor a Lender from any of its obligations and liabilities under the Loan Documents. Any Federal Reserve Bank (or equivalent thereof) which receives such an assignment from any Lender may make further assignments of such rights in accordance with the provisions of this Section.
(iii) Any assignments and/or delegations made hereunder shall be pursuant to an instrument of assignment and acceptance (the “Assignment and Acceptance”"ASSIGNMENT AND ACCEPTANCE") substantially in the form of Schedule 12 SCHEDULE 13(B)(III) and the parties to each such assignment shall execute and deliver to Collateral the Documentation Agent for its acceptance the Assignment and Acceptance together with any Note or Notes subject thereto. Upon such execution and delivery, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (A) the assignee thereunder shall become a party hereto, to the Loan Documents, hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder with the applicable Commitment Commitments as set forth therein and (B) the assigning Lender thereunder shall, to the extent provided in such assignment, be released from its obligations under this Agreement as to that portion of its obligation being so assigned and delegated. The Assignment and Acceptance shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of the assignee as a Lender and the resulting adjustment of Commitments arising from the purchase by and delegation to such assignee of all or a portion of the rights and obligations of such assigning Lender under this Agreement.
(iv) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and the assignee together with the Note or Notes subject to such assignment (or a standard indemnity letter from the respective assigning Lender in respect of any lost Note) and payment by the assignee to Collateral the Documentation Agent of a registration and processing fee of $5,0003,000, Collateral the Documentation Agent shall accept such Assignment and Acceptance; provided, however, that in lieu of such processing fee, on not more than two (2) occasions involving assignments to an Affiliate, the assigning Lender shall be obligated to pay to Collateral Agent only Collateral Agent’s out-of-pocket expenses incurred in documenting and reviewing such assignment (including reasonable attorneys’ fees). Promptly upon delivering such Assignment and Acceptance to Collateral the Documentation Agent, the assigning Lender shall give notice thereof to Borrowers the Borrower pursuant to a Notice of Assignment and Collateral Acceptance substantially in the form of SCHEDULE 13(B)(IV) and addressed to the Borrower and the Documentation Agent. Within five (5) Business Days after receipt of such notice, Borrowers the Borrower shall execute and deliver to Collateral the Documentation Agent in exchange for each such surrendered Note a new Note payable to the order of such assignee in an amount equal to the portion of the Commitment applicable Commitment(s) assumed by such assignee pursuant to such Assignment and Acceptance and a new Note payable to the order of the assigning Lender in an amount equal to the portion of the Commitment applicable Commitment(s) retained by it hereunder. Such new Notes shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form provided in Section 2.01SECTION 1.
01. Canceled Notes shall be returned to Borrowers the Borrower upon the execution and delivery of such new Notes.
(v) Each Lender may sell participations in all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments and the Notes held by it); providedPROVIDED, howeverHOWEVER, that, (A) each such participation shall be in a minimum amount of $5,000,000 (B) the selling Lender shall remain obligated under this Agreement to the extent as it would if it had not sold such participation, (BC) the selling Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (CD) at no time shall the selling Lender agree with such participant to take or refrain from taking any action hereunder or under any other Loan Document, except that the selling Lender may agree not to consent, without such participant’s 's consent, to any of the actions referred to Article XIin ARTICLE XII, to the extent that the same require the consent of each Lender hereunder, (DE) all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation and no participant shall be entitled to receive any greater amount pursuant to this Agreement than the selling Lender would have been entitled to receive in respect of the amount of the participation transferred by such Lender to such participant had no such transfer occurred, and (EF) Borrowersthe Borrower, Collateral Agent, the Agents and the other Lenders shall continue to deal solely and directly with the selling Lender in connection with such Lender’s 's rights and obligations under this Agreement.
(vi) Except for an assignment made to (A) another Lender, (B) a separately organized branch of a Lender, (C) a Related Lender Party or (D) an Eligible Transferee, no assignment referred to above shall be permitted without the prior written consent of each Agent, which consent shall not be unreasonably withheld or delayed.
(vii) Borrowers The Borrower may not assign any of their its rights or delegate any of their its duties or obligations hereunder.
(viii) To the extent that an assignment of all or any portion of a Lender’s Commitment and outstanding Loans pursuant to subsection (b) of Article XI or this Article XII would, due to circumstances existing at the time of such assignment, result in costs under Sections 2.07, 2.09 or 2.10 which are increased from those being charged by the assigning Lender prior to such assignment, then Borrowers shall not be obligated to pay such increased costs (although Borrowers shall be obligated to pay any other increased costs of the type described above resulting from changes after the date of the respective assignment).
(ixvii) Any Lender may, in connection with any assignment or participation pursuant to this Section, disclose to the assignee or participant any information relating to the Borrowers and their Affiliates Companies furnished to such Lender by or on behalf of Borrowers the Borrower and such assignee or participant shall treat such information as confidential.
(x) No Lender shall sell any Participation or Loan interest to a Person that, by virtue of ownership of debt and/or equity in EBC, would be deemed to hold an attributable ownership interest in any of the Borrowers in violations of applicable FCC rules and regulations.
Appears in 1 contract
Samples: Credit Agreement (Teletrac Inc /De)
