Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments of any Class (including Revolving Credit Loans of such Class), the amount of the Revolving Credit Commitment or Revolving Credit Loans of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purpose) shall not be less than $5,000,000 unless the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans; (C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion; (D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (E) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and all applicable tax forms required pursuant to Section 2.16(f).
Appears in 4 contracts
Samples: Amendment (SPRINT Corp), Incremental Facility Amendment (SPRINT Corp), Incremental Facility Amendment (SPRINT Corp)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments of any Class (including Revolving Credit Commitment or Loans of such Class)and LC Exposure, the amount of the Revolving Credit Commitment or Revolving Credit Loans of such Class and LC Exposure of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than $5,000,000 1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, ; provided that no such consent of the Borrower shall be required if a Default or an Event of Default has occurred and is continuing;
(B) each partial assignment of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one Class of such Commitments or Loansand Loans and LC Exposure;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of $3,5003,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Guarantors shall not be obligated (except in the case of an assignment pursuant to Section 2.18(b)); and
(ED) the assignee, if it shall not already be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and all applicable tax forms required pursuant to Section 2.16(f)Questionnaire.
Appears in 4 contracts
Samples: Senior Secured Revolving Credit Agreement (Oaktree Specialty Lending Corp), Senior Secured Revolving Credit Agreement (Oaktree Specialty Lending Corp), Senior Secured Revolving Credit Agreement (Oaktree Specialty Lending Corp)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) prior written consent (such consent not to be unreasonably withheld or delayed) of:
(1) each Borrower; provided, that no consent of a Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, or, if an Event of Default under clause (a), (b), (i), (j) or (k) of Article VII has occurred and is continuing with respect to such Borrower, any other assignee; provided further, that a Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 Business Days after having received written notice thereof; and
(2) the Administrative Agent and the Issuing Banks; provided no consent of the Administrative Agent or the Issuing Banks shall be required for an assignment by a Lender to a Lender or an Affiliate of a Lender with prior written notice by such assigning Lender to the Administrative Agent and the Issuing Banks;
(B) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments Commitment or Loans to all Borrowers and LC Exposure with respect to all Borrowers of any Class (including Revolving Credit Loans of such a Class), the amount of the Revolving Credit Commitment or Revolving Credit Loans of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption in substantially the form of Exhibit A hereto with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than U.S. $5,000,000 unless the Borrower Borrowers and the Administrative Agent otherwise consent, ; provided that no such consent of the a Borrower shall be required if an Event of Default under clause (a), (b), (i), (j) or (k) of Article VII has occurred and is continuingcontinuing with respect to such Borrower;
(BC) each partial assignment of any Class of Commitments (or any related Revolving Credit Exposure) shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one such Class of Commitments or Loans;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereofCommitments, in each case unless otherwise agreed by each including a ratable portion of the Administrative Agent Loans, the applicable LC Exposure and the Borrower in its sole discretionSubcommitments with respect to each Borrower;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of U.S. $3,5003,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender) (for which no Obligor shall be obligated); and
(E) the assignee, if it shall not already be a LenderLender of the applicable Class, shall deliver to the Administrative Agent an Administrative Questionnaire and all applicable tax forms required pursuant to Section 2.16(f)Questionnaire.
Appears in 4 contracts
Samples: Senior Secured Revolving Credit Agreement (FS Investment Corp II), Senior Secured Revolving Credit Agreement (FS Investment Corp III), Senior Secured Revolving Credit Agreement (Corporate Capital Trust, Inc.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments Commitment or Loans and LC Exposure of any Class (including Revolving Credit Loans of such a Class), the amount of the Revolving Credit Commitment or Revolving Credit Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, ; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one such Class of Commitments or LoansCommitments, Loans and LC Exposure;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500; and3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender or an Approved Fund), for which the Borrower and the Guarantors shall not be obligated;
(ED) the assignee, if it shall not already be a LenderLender of the applicable Class, shall deliver to the Administrative Agent an Administrative Questionnaire and all applicable tax forms required pursuant Questionnaire; and
(E) no such assignment will be made to Section 2.16(f)any Defaulting Lender or any of their respective subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute a Defaulting Lender.
Appears in 4 contracts
Samples: Senior Secured Revolving Credit Agreement (BlackRock Capital Investment Corp), Senior Secured Revolving Credit Agreement (BlackRock Capital Investment Corp), Senior Secured Revolving Credit Agreement (BlackRock Capital Investment Corp)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments of any Class (including Revolving Credit Loans of such Class)Commitment or Loans, the amount of the Revolving Credit Commitment or Revolving Credit Loans of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than $5,000,000 1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, ; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of Commitments or Loans shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one Class of such Commitments or and Loans;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of $3,5003,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated (except in the case of an assignment pursuant to Section 2.17(b)) and (ii) the assignee shall execute and deliver to the Administrative Agent a counterpart to the Lender Letter and thereby agree to be bound by its terms; and
(ED) the assignee, if it shall not already be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and all applicable tax forms required pursuant to Section 2.16(f)Questionnaire.
Appears in 3 contracts
Samples: Omnibus Amendment to Loan Documents (BlackRock TCP Capital Corp.), Senior Secured Revolving Credit Agreement (BlackRock TCP Capital Corp.), Senior Secured Revolving Credit Agreement (BlackRock TCP Capital Corp.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments Commitment or Loans and LC Exposure of any Class (including Revolving Credit Loans of such a Class), the amount of the Revolving Credit Commitment or Revolving Credit Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, ; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one such Class of Commitments or LoansCommitments, Loans and LC Exposure;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption in substantially the form of Exhibit A hereto (or any other form approved by the Administrative Agent and the Borrower), together with a processing and recordation fee of U.S. $3,500; and3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Guarantors shall not be obligated;
(ED) the assignee, if it shall not already be a LenderLender of the applicable Class, shall deliver to (x) the Administrative Agent, an Administrative Questionnaire, and (y) to the Administrative Agent an Administrative Questionnaire and all applicable the Borrower, any tax forms or certifications required by Section 2.16; and
(E) any assignment by a Multicurrency Lender shall (unless the Borrower otherwise consents in writing) be made only to an assignee that has agreed to make Loans pursuant to Section 2.16(f)its Multicurrency Commitment and receive payments in the Agreed Foreign Currencies for which Loans may be made at the time of such proposed assignment.
Appears in 3 contracts
Samples: Senior Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.), Senior Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.), Senior Secured Revolving Credit Agreement (Goldman Sachs Middle Market Lending Corp.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments Commitment or Loans and LC Exposure of any Class (including Revolving Credit Loans of such a Class), the amount of the Revolving Credit Commitment or Revolving Credit Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, ; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one such Class of Commitments or LoansCommitments, Loans and LC Exposure;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500; and3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Guarantors shall not be obligated;
(ED) the assignee, if it shall not already be a LenderLender of the applicable Class, shall deliver to (x) the Administrative Agent, an Administrative Questionnaire, and (y) to the Administrative Agent an Administrative Questionnaire and all applicable the Borrower, any tax forms or certifications required by Section 2.16; and
(E) any assignment by a Multicurrency Lender shall (unless the Borrower otherwise consents in writing) be made only to an assignee that has agreed to make Loans pursuant to Section 2.16(f)its Multicurrency Commitment and receive payments in the Agreed Foreign Currencies for which Loans may be made at the time of such proposed assignment.
Appears in 3 contracts
Samples: Senior Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.), Senior Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.), Senior Secured Revolving Credit Agreement (Goldman Sachs Middle Market Lending Corp.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments of obligation to make any Class (including Revolving Credit Loans of such Class)or funded Loans, the amount of the Revolving Credit Commitment obligation or Revolving Credit Loans of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than $5,000,000 1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, ; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of an obligation to make any Loans or funded Loans shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one Class of Commitments or such Loans;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of $3,5003,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Guarantors shall not be obligated (except in the case of an assignment pursuant to Section 2.17(b)); and
(ED) the assignee, if it shall not already be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and all applicable tax forms required pursuant to Section 2.16(f)Questionnaire.
Appears in 3 contracts
Samples: Senior Secured Term Loan Credit Agreement (Medley Capital Corp), Senior Secured Term Loan Agreement (Medley Capital Corp), Term Loan Credit Agreement (Medley Capital Corp)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate (or Approved Fund) of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments Commitment or Loans of any Class (including Revolving Credit Loans of such Class), the amount of the Revolving Credit Commitment or Revolving Credit Loans of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than $5,000,000 or, in the case of Term Loans, $1,000,000 unless each of the Borrower Company and the Administrative Agent otherwise consent, provided that no such consent of the Borrower Company shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;,
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and,
(ED) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire Questionnaire,
(E) no assignment shall be permitted to be made to the Company or any of its Affiliates except that so long as (i) no Default has occurred and all is continuing, and (ii) after giving effect to such assignment (x) the Senior Debt Ratio would be less than 3.50 to 1.0 and (y) the Company would have Available Liquidity of at least $100,000,000, a Lender may assign Term Loans to the Borrower which has borrowed such Term Loans; provided that, notwithstanding anything in this Agreement to the contrary, immediately upon acquisition by any Borrower of any of such Borrower’s Term Loans, such Term Loans shall be deemed to have been prepaid and shall no longer be outstanding for purposes of this Agreement and any such prepayment shall effect a pro rata reduction of the remaining scheduled amortization payments in respect of the applicable tax forms required pursuant Class of Term Loans, and
(F) no such assignment shall be made (A) to Section 2.16(fany Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (A), or (B) to a natural Person.
Appears in 2 contracts
Samples: Credit Agreement (Lamar Media Corp/De), Credit Agreement (Lamar Media Corp/De)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning LenderXxxxxx’s Revolving Credit Commitments Commitment or Loans and LC Exposure of any Class (including Revolving Credit Loans of such a Class), the amount of the Revolving Credit Commitment or Revolving Credit Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, ; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one such Class of Commitments or LoansCommitments, Loans and LC Exposure;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500; and3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender or an Approved Fund), for which the Borrower and the Guarantors shall not be obligated;
(ED) the assignee, if it shall not already be a LenderLender of the applicable Class, shall deliver to the Administrative Agent an Administrative Questionnaire and all applicable tax forms required pursuant Questionnaire; and
(E) no such assignment will be made to Section 2.16(f)any Defaulting Lender or any of their respective subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute a Defaulting Lender.
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (BlackRock TCP Capital Corp.), Senior Secured Revolving Credit Agreement (BlackRock Capital Investment Corp)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate (or Approved Fund) of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments Commitment or Loans of any Class (including Revolving Credit Loans of such Class), the amount of the Revolving Credit Commitment or Revolving Credit Loans of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than $5,000,000 or, in the case of Term Loans, $1,000,000 unless each of the Borrower Company and the Administrative Agent otherwise consent, provided that no such consent of the Borrower Company shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;,
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and,
(ED) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire Questionnaire, and
(E) no assignment shall be permitted to be made to the Company or any of its Affiliates except that so long as (i) no Default has occurred and all is continuing, and (ii) after giving effect to such assignment (x) the Senior Debt Ratio would be less than 3.25 to 1.0 and (y) the Company would have Available Liquidity of at least $100,000,000, a Lender may assign Term Loans to the Borrower which has borrowed such Term Loans; provided that, notwithstanding anything in this Agreement to the contrary, immediately upon acquisition by any Borrower of any of such Borrower’s Term Loans, such Term Loans shall be deemed to have been prepaid and shall no longer be outstanding for purposes of this Agreement and any such prepayment shall effect a pro rata reduction of the remaining scheduled amortization payments in respect of the applicable tax forms required pursuant to Section 2.16(f)Class of Term Loans.
Appears in 2 contracts
Samples: Credit Agreement (Lamar Advertising Co/New), Credit Agreement (Lamar Advertising Co/New)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning LenderLxxxxx’s Revolving Credit Commitments of any Class (including Revolving Credit Commitment or Loans of such a Class), the amount of the Revolving Credit Commitment or Revolving Credit Loans of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than U.S. $5,000,000 1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, ; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one such Class of Commitments or and Loans;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,5003,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Guarantors shall not be obligated (except in the case of an assignment pursuant to Section 2.17(b)); and
(ED) the assignee, if it shall not already be a LenderLender of the applicable Class, shall deliver to the Administrative Agent an Administrative Questionnaire Questionnaire.
(E) No such assignment may be made: (I) to Borrower or any Affiliate or Subsidiary of Borrower; (II) to any Defaulting Lender or any of its Subsidiaries, or Disqualified Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (II); or (III) to a natural Person (or a holding company, investment vehicle or trust for, or owned and all applicable tax forms required pursuant to Section 2.16(foperated for the primary benefit of, a natural Person).
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (Lafayette Square USA, Inc.), Senior Secured Revolving Credit Agreement (Lafayette Square USA, Inc.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning LenderXxxxxx’s Revolving Credit Commitments of any Class (including Revolving Credit Loans of such Class)Commitment or Loans, the amount of the Revolving Credit Commitment or Revolving Credit Loans of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than $5,000,000 1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, ; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of Commitments or Loans shall be made as an assignment of a proportionate part of all the assigning LenderXxxxxx’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one Class of such Commitments or and Loans;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of $3,5003,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary BUSINESS.29745768.5 Guarantors shall not be obligated (except in the case of an assignment pursuant to Section 2.17(b)); and
(ED) the assignee, if it shall not already be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and all applicable tax forms required pursuant to Section 2.16(f)Questionnaire.
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (BlackRock TCP Capital Corp.), Senior Secured Revolving Credit Agreement (BlackRock TCP Capital Corp.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning LenderXxxxxx’s Revolving Credit Commitments Commitment or Loans and LC Exposure of any Class (including Revolving Credit Loans of such a Class), the amount of the Revolving Credit Commitment or Revolving Credit Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, ; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuingcontinuing under clause (a), (b), (i), (j), or (k) of Article VII;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one such Class of Commitments or LoansCommitments, Loans and LC Exposure;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption in substantially the form of Exhibit A hereto (or any other form approved by the Administrative Agent and the Borrower), together with a processing and recordation fee of U.S. $3,500; and3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Guarantors shall not be obligated;
(ED) the assignee, if it shall not already be a LenderLender of the applicable Class, shall deliver to (x) the Administrative Agent, an Administrative Questionnaire, and (y) to the Administrative Agent an Administrative Questionnaire and all applicable the Borrower, any tax forms or certifications required by Section 2.16; and
(E) any assignment by a Multicurrency Lender shall (unless the Borrower otherwise consents in writing) be made only to an assignee that has agreed to make Loans pursuant to Section 2.16(f)its Multicurrency Commitment and receive payments in the Agreed Foreign Currencies for which Loans may be made at the time of such proposed assignment.
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.), Senior Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments of any Class (including Revolving Credit Loans of such Class)Commitment or Loans, the amount of the Revolving Credit Commitment or Revolving Credit Loans of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than $5,000,000 or, in the case of an assignment of an Incremental Term Loan, $1,000,000, unless each of the Borrower and the Administrative Agent otherwise consent, ; provided that no such consent of the Borrower shall be required if an Event of Default under Section 8.01(a), 8.01(b), 8.01(h), 8.01(i) or 8.01(j) has occurred and is continuing;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, ; provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and3,500 (unless waived in the sole discretion of the Administrative Agent);
(ED) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and all its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable tax forms required pursuant laws, including federal and state securities laws; and
(E) no such assignment shall be made (A) to Section 2.16(fthe Borrower or any of the Borrower’s Affiliates or Restricted Subsidiaries or (B) to any Defaulting Lender or any of its Restricted Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) to a natural person.
Appears in 2 contracts
Samples: Credit Agreement (HMS Holdings Corp), Credit Agreement (HMS Holdings Corp)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments of obligation to make any Class (including Revolving Credit Loans of such Class)or funded Loans, the amount of the Revolving Credit Commitment obligation or Revolving Credit Loans of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than $5,000,000 1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, ; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of an obligation to make any Loans or funded Loans shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one Class of Commitments or such Loans;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of $3,5003,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated (except in the case of an assignment pursuant to Section 2.17(b)); and
(ED) the assignee, if it shall not already be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and all applicable tax forms required pursuant to Section 2.16(f)Questionnaire.
Appears in 2 contracts
Samples: Senior Secured Term Loan Credit Agreement (Medley Capital Corp), Senior Secured Term Loan Credit Agreement (Medley Capital Corp)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning LenderXxxxxx’s Revolving Credit Commitments Commitment or Loans and LC Exposure of any Class (including Revolving Credit Loans of such a Class), the amount of the Revolving Credit Commitment or Revolving Credit Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, ; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one such Class of Commitments or LoansCommitments, Loans and LC Exposure;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of U.S. $3,500; and3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated;
(ED) the assignee, if it shall not already be a LenderLender of the applicable Class, shall deliver to (x) the Administrative Agent, an Administrative Questionnaire, and (y) to the Administrative Agent an Administrative Questionnaire and all applicable the Borrower, any tax forms or certifications required by Section 2.16; and
(E) any assignment by a Multicurrency Lender shall (unless the Borrower otherwise consents in writing) be made only to an assignee that has agreed to make Loans pursuant to Section 2.16(f)its Multicurrency Commitment and receive payments in the Agreed Foreign Currencies for which Loans may be made at the time of such proposed assignment.
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (AG Twin Brook Capital Income Fund), Senior Secured Revolving Credit Agreement (AG Twin Brook Capital Income Fund)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or Lender, an Affiliate of a Lender or an Approved Fund, Fund or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments of any Class (including Revolving Credit Loans of such Class)or Loans, the amount of the Revolving Credit Commitment or Revolving Credit Loans of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than $5,000,000 5,000,000, or, in the case of an assignment of Term Loans and Incremental Term Loans, $1,000,000, unless each of the Borrower Company and the Administrative Agent otherwise consent, ; provided that no such consent of the Borrower Company shall be required if an Event of Default has occurred and is continuingcontinuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, ; provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,5003,500 and (2) the assigning Lender shall have paid in full any amounts owing by it to the Administrative Agent; and
(ED) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company and all its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable tax forms required pursuant to Section 2.16(f)laws, including Federal and state securities laws.
Appears in 2 contracts
Samples: Credit Agreement (1 800 Flowers Com Inc), Credit Agreement (1 800 Flowers Com Inc)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments of any Class (including Revolving Credit Loans of such Class)Commitment or Loans, the amount of the Revolving Credit Commitment or Revolving Credit Loans of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than U.S. $5,000,000 1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Commitments or Loans shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one Class of such Commitments or and Loans;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,5003,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender) (for which the Borrower and the Guarantors shall not be obligated); and
(ED) the assignee, if it shall not already be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and all applicable tax forms required pursuant to Section 2.16(f)Questionnaire.
Appears in 2 contracts
Samples: Senior Secured Term Loan Credit Agreement (American Capital, LTD), Senior Secured Term Loan Credit Agreement (American Capital, LTD)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments Commitment or Loans and LC Exposure of any Class (including Revolving Credit Loans of such a Class), the amount of the Revolving Credit Commitment or Revolving Credit Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one such Class of Commitments or LoansCommitments, Loans and LC Exposure;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500; and3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender or an Approved Fund), for which the Borrower and the Guarantors shall not be obligated;
(ED) the assignee, if it shall not already be a LenderLender of the applicable Class, shall deliver to the Administrative Agent an Administrative Questionnaire and all applicable tax forms required pursuant Questionnaire; and
(E) no such assignment will be made to Section 2.16(f)any Defaulting Lender or any of their respective subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute a Defaulting Lender.
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (BlackRock Kelso Capital CORP), Senior Secured Revolving Credit Agreement (BlackRock Kelso Capital CORP)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, Fund of such assigning Lender or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments of any Class (including Revolving Credit Loans of such ClassCommitment(s), Loan(s), LC Exposure or Swingline Exposure, the amount of the Revolving Credit Commitment Commitment(s), Loan(s), LC Exposure or Revolving Credit Loans of such Class Swingline Exposure of the assigning Lender subject to each such assignment (determined as of the date of the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than $5,000,000 U.S.$5,000,000 (or, in the case of any assignment of a Term Loan or Term Loan Commitment, U.S.$1,000,000) unless each of the Borrower and the Administrative Agent otherwise consent, ; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuingcontinuing under clause (a), (b), (h) or (i) of Article VIII;
(B) each partial assignment of any Commitment, Loan, LC Exposure or Swingline Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one Class of Commitments or Loansits Commitment, Loan, LC Exposure and Swingline Exposure;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500U.S.$3,500 payable by the assigning Lender; and
(ED) the assignee, if it shall not already be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and all applicable tax forms required pursuant to Section 2.16(f)Questionnaire.
Appears in 2 contracts
Samples: Credit Agreement (Constellation Brands, Inc.), Credit Agreement (Constellation Brands, Inc.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments of any Class (including Revolving Credit Commitment or Loans of such a Class), the amount of the Revolving Credit Commitment or Revolving Credit Loans of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than $5,000,000 1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, ; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one such Class of Commitments or and Loans;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of $3,5003,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated (except in the case of an assignment pursuant to Section 2.17(b)); and
(ED) the assignee, if it shall not already be a LenderLender of the applicable Class, shall deliver to the Administrative Agent an Administrative Questionnaire and all applicable tax forms required pursuant to Section 2.16(f)Questionnaire.
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (MONROE CAPITAL Corp), Senior Secured Revolving Credit Agreement (MONROE CAPITAL Corp)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments of any Class (including Revolving Credit Loans of such Class)Commitment or Loans, the amount of the Revolving Credit Commitment or Revolving Credit Loans of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than $5,000,000 or, in the case of an assignment of a Term Loan, $1,000,000, unless each of the Borrower and the Administrative Agent otherwise consent, ; provided that no such consent of the Borrower shall be required if an Event of Default under Section 8.01(a), 8.01(b), 8.01(h), 8.01(i) or 8.01(j) has occurred and is continuing;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, ; provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and3,500 (unless waived in the sole discretion of the Administrative Agent);
(ED) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company and all its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable tax forms required pursuant laws, including Federal and state securities laws; and
(E) no such assignment shall be made (A) to Section 2.16(fthe Borrower or any of the Borrower’s Affiliates or Subsidiaries or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) to a natural person.
Appears in 2 contracts
Samples: Credit Agreement (HMS Holdings Corp), Credit Agreement (HMS Holdings Corp)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments of any Class (including Revolving Credit Loans of such Class), or Incremental Term Facility of any Class as to which there are no outstanding Commitments, the amount of the Revolving Credit Commitment or Revolving Credit Loans of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purpose) shall not be less than $5,000,000 unless the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans, except that this clause (B) shall not apply to rights in respect of outstanding Competitive Loans;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and
(E) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and all applicable tax forms required pursuant to Section 2.16(f)Questionnaire.
Appears in 2 contracts
Samples: Amendment Agreement (Sprint Nextel Corp), Credit Agreement (Sprint Nextel Corp)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or Lender, an Affiliate of a Lender or an Approved Fund, Fund or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments Commitment or Loans of any Class (including Revolving Credit Loans of such Class), the amount of the Revolving Credit Commitment or Revolving Credit Loans of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that (x) no such consent of the Borrower shall be required if an Event of Default described in any of clauses (a), (b), (h) or (i) of Article VIII has occurred and is continuingcontinuing and (y) the Borrower shall be deemed to have provided such consent unless it shall object thereto by written notice (which may be by e-mail) to the Administrative Agent within 15 Business Days after having received a written request for its consent to such assignment;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, ; provided that this clause (B) shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations solely in respect of one Syndicated Loans (and not Loans of any other Class) or of Loans of any Class of Commitments or (other than Syndicated Loans);
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption (or an agreement incorporating by reference a form of Assignment and Assumption posted on the Platform), together with a processing and recordation fee of $3,500; and
(ED) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain MNPI) will be made available and all who may receive such information in accordance with the assignee’s compliance procedures and applicable tax forms required pursuant to Section 2.16(f)laws, including Federal and state securities laws.
Appears in 2 contracts
Samples: Credit Agreement (Best Buy Co Inc), Credit Agreement (Best Buy Co Inc)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate (or Approved Fund) of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments Commitment or Loans of any Class (including Revolving Credit Loans of such Class), the amount of the Revolving Credit Commitment or Revolving Credit Loans of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than $5,000,000 or, in the case of Term B Loans, $250,000, unless each of the Borrower Company and the Administrative Agent otherwise consent, provided that no such consent of the Borrower Company shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;,
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and,
(ED) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire Questionnaire,
(E) no assignment shall be permitted to be made to the Company or any of its Affiliates except that so long as (i) no Default has occurred and all is continuing, and (ii) after giving effect to such assignment the Company would have Available Liquidity of at least $100,000,000, a Lender may assign Term Loans to the Borrower which has borrowed such Term Loans; provided that, notwithstanding anything in this Agreement to the contrary, immediately upon acquisition by any Borrower of any of such Borrower’s Term Loans, such Term Loans shall be deemed to have been prepaid and shall no longer be outstanding for purposes of this Agreement and any such prepayment shall effect a pro rata reduction of the remaining scheduled amortization payments in respect of the applicable tax forms required pursuant Class of Term Loans, and
(F) no such assignment shall be made (A) to Section 2.16(fany Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (A), or (B) to a natural person or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural person.
Appears in 2 contracts
Samples: Credit Agreement (Lamar Media Corp/De), Credit Agreement (Lamar Media Corp/De)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or Lender, an Affiliate of a Lender or an Approved Fund, Fund or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments of any Class or Loans, (including Revolving Credit Loans of such Class), 1) the amount of the Revolving Credit Commitment or Revolving Credit Loans of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than $5,000,000 1,000,000, unless each of the Borrower and the Administrative Agent otherwise consent, ; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuingcontinuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, ; provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,5003,500 for any assignment to an assignee that is not a Lender or an Affiliate of a Lender (provided that the Administrative Agent may, in its sole discretion, elect to reduce or waive such processing and recordation fee in the case of any assignment) and (2) the assigning Lender shall have paid in full any amounts owing by it to the Administrative Agent; and
(ED) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and all the applicable tax forms required pursuant by Section 2.18(e) and an Administrative Questionnaire in which the assignee designates one or more credit contacts to Section 2.16(f)whom all syndicate-level information (which may contain material non-public information about the Borrower and its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.
Appears in 2 contracts
Samples: Successor Agent Agreement, First Amendment to Credit Agreement and Omnibus Amendment to Loan Documents (Eventbrite, Inc.), Credit Agreement (Eventbrite, Inc.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments of any Class (including Revolving Credit Loans of such Class), or Term Loans of any Class as to which there are no outstanding Commitments, the amount of the Revolving Credit Commitment or Revolving Credit Loans of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purpose) shall not be less than $5,000,000 unless each of the Borrower Borrowers and the Administrative Agent otherwise consent, provided that no such consent of the Borrower Borrowers shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans, except that this clause (B) shall not apply to rights in respect of outstanding Competitive Loans;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and
(ED) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and all applicable tax forms required pursuant to Section 2.16(f)Questionnaire.
Appears in 2 contracts
Samples: Credit Agreement (Sprint Nextel Corp), Amendment No. 1 (Sprint Nextel Corp)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or Lender, an Affiliate of a Lender or an Approved Fund, Fund or an assignment of the entire remaining amount of the assigning LenderXxxxxx’s Revolving Credit Commitments of any Class or Loans, (including Revolving Credit Loans of such Class), 1) the amount of the Revolving Credit Commitment or Revolving Credit Loans of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than $5,000,000 5,000,000, or, in the case of an assignment of Term Loans, Incremental Term Loans, Refinancing Term Loans and Extended Term Loans, $1,000,000, unless each of the Borrower and the Administrative Agent otherwise consent, ; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuingcontinuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning LenderXxxxxx’s rights and obligations under this Agreement, ; provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning LenderXxxxxx’s rights and obligations in respect of one Class of Commitments or Loans;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,5003,500 for any assignment to an assignee that is not a Lender or an Affiliate of a Lender (provided that the Administrative Agent may, in its sole discretion, elect to reduce or waive such processing and recordation fee in the case of any assignment) and (2) the assigning Lender shall have paid in full any amounts owing by it to the Administrative Agent; and
(ED) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and all its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable tax forms required pursuant to Section 2.16(f)laws, including Federal and state securities laws.
Appears in 1 contract
Samples: Credit Agreement (Cars.com Inc.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate (or Approved Fund) of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments or Incremental Loan Commitment or Loans of any Class (including Revolving Credit Loans of such Class), the amount of the Revolving Credit Commitment or Revolving Credit Loans of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than $5,000,000 2,500,000 unless each of the Borrower Company and the Administrative Agent otherwise consent, provided that (x) no such consent of the Company shall be required if an Event of Default has occurred and is continuing and (y) in determining the amount of any assignment, simultaneous assignments to or from two or more affiliated Approved Funds shall be aggregated);
(B) except in the case of an assignment to a Lender or an Affiliate (or Approved Fund) of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Synthetic LC Funding Amount or Synthetic LC Term Loans, the amount of the Synthetic LC Funding Amount or Synthetic LC Term Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 unless each of the Company and the Administrative Agent otherwise consent, provided that no such consent of the Borrower Company shall be required if an Event of Default has occurred and is continuing;
(BC) each partial assignment of any Revolving Credit or Incremental Loan Commitment or Revolving Credit or Incremental Loans, and each partial assignment of any Synthetic LC Funding Amount or Synthetic LC Term Loans, shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this AgreementAgreement in respect of such Revolving Credit or Incremental Loan Commitment and Loans, or Synthetic LC Funding Amount and Synthetic LC Term Loans, as applicable, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Revolving Credit or Incremental Loan Commitments or Revolving Credit or Incremental Loans;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;,
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; , provided that simultaneous assignments to or from two or more affiliated Approved Funds shall be treated as a single assignment for purposes of such fee, and
(E) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and all any applicable tax forms required pursuant to Section 2.16(f)as may be requested by the Administrative Agent.
Appears in 1 contract
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment Assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments Commitment or Loans and LC Exposure of any Class (including Revolving Credit Loans of such a Class), the amount of the Revolving Credit Commitment or Revolving Credit Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment Assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, ; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;; 125 Revolving Credit Agreement
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one such Class of Commitments or LoansCommitments, Loans and LC Exposure;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500; and3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Guarantors shall not be obligated;
(ED) the assignee, if it shall not already be a LenderLender of the applicable Class, shall deliver to the Administrative Agent an Administrative Questionnaire Questionnaire; and
(E) the assignee shall deliver to the Borrower and all applicable tax forms required pursuant to the Administrative Agent those documents specified in Section 2.16(f).
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (TPG Specialty Lending, Inc.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments of any Class (including Revolving Credit Loans of such Class)Commitment or Loans, the amount of the Revolving Credit Commitment or Revolving Credit Loans of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than $5,000,000 1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, ; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of Commitments or Loans shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one Class of such Commitments or and Loans;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of $3,5003,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Guarantors shall not be obligated (except in the case of an assignment pursuant to Section 2.17(b)) and (ii) the assignee shall execute and deliver to the Administrative Agent a counterpart to the Lender Letter and thereby agree to be bound by its terms; and
(ED) the assignee, if it shall not already be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and all applicable tax forms required pursuant to Section 2.16(f)Questionnaire.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (TCP Capital Corp.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning LenderXxxxxx’s Revolving Credit Commitments Commitment or Loans and LC Exposure of any Class (including Revolving Credit Loans of such a Class), the amount of the Revolving Credit Commitment or Revolving Credit Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent 162 Revolving Credit Agreement otherwise consentconsents; provided that, provided that no such consent of the Borrower shall be required if an Event of Default under clause (a), (b), (i), (j) or (k) of Article VII has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one such Class of Commitments or LoansCommitments, Loans and LC Exposure;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption (or any other form approved by the Administrative Agent and the Borrower), together with a processing and recordation fee of U.S. $3,500; and3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated;
(ED) the assignee, if it shall not already be a LenderLender of the applicable Class, shall deliver to the Administrative Agent an Administrative Questionnaire Questionnaire;
(E) the assignee shall deliver to the Borrower and all applicable tax forms required pursuant to the Administrative Agent those documents specified in Section 2.16(f); and
(F) any assignment by a Multicurrency Lender shall (unless the Borrower otherwise consents in writing) be made only to an assignee that has agreed to make Loans pursuant to its Multicurrency Commitment and is able to fund and receive payments in the Agreed Foreign Currencies for which Loans may be made at the time of such proposed assignments without the need to obtain any authorization referred to in clause (b) of the definition of “Agreed Foreign Currency”.
Appears in 1 contract
Samples: Revolving Credit Agreement (Barings Private Credit Corp)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning LenderXxxxxx’s Revolving Credit Commitments Commitment or Loans and LC Exposure of any Class (including Revolving Credit Loans of such a Class), the amount of the Revolving Credit Commitment or Revolving Credit Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consentconsents; provided that, provided that no such consent of the Borrower shall be required if an Event of Default under clause (a), (b), (i), (j) or (k) of Article VII has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one such Class of Commitments or LoansCommitments, Loans and LC Exposure;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption (or any other form approved by the 165 Administrative Agent and the Borrower), together with a processing and recordation fee of U.S. $3,500; and3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated;
(ED) the assignee, if it shall not already be a LenderLender of the applicable Class, shall deliver to (x) the Administrative Agent an Administrative Questionnaire Questionnaire, and all applicable (y) to the Administrative Agent and the Borrower, any tax forms or certifications required by Section 2.15(f); and
(E) any assignment by a Multicurrency Lender shall (unless the Borrower otherwise consents in writing) be made only to an assignee that has agreed to make Loans pursuant to Section 2.16(f)its Multicurrency Commitment and is able to fund and receive payments in the Agreed Foreign Currencies for which Loans may be made at the time of such proposed assignments without the need to obtain any authorization referred to in clause (c) of the definition of “Agreed Foreign Currency”.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Bain Capital Private Credit)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments 's Commitment or Loans of any Class (including Revolving Credit Loans of such Class), the amount of the Revolving Credit Commitment or Revolving Credit Loans of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption Acceptance with respect to such assignment is delivered to the applicable Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than U.S. $5,000,000 1,000,000 unless each of the Borrower Company and the applicable Administrative Agent otherwise consent, provided that no such consent of the Borrower Company shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one such Class of Commitments or and Loans;
(C) no assignments any assignment by a Canadian Revolving Lender or a Canadian Term Lender of its Canadian Revolving Commitments or Loans or Canadian Term Commitments or Loans, as the case may be, shall only be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretionan assignee with a Non-Canadian Affiliate;
(D) unless otherwise agreed to by the applicable Administrative Agent, the parties to each assignment shall execute and deliver to the applicable Administrative Agent an Assignment and AssumptionAcceptance in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,5003,500 (for which the Borrowers shall not be obligated and provided that only one such fee shall be payable in the event of simultaneous assignments to or from one or more affiliated Approved Funds); and
(E) the assignee, if it shall not already be a LenderLender of the applicable Class, shall deliver to the applicable Administrative Agent an Administrative Questionnaire and all applicable tax forms required pursuant to Section 2.16(f)Questionnaire.
Appears in 1 contract
Samples: Credit Agreement (Hertz Corp)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or Lender, an Affiliate of a Lender or an Approved Fund, Fund or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments of any Class or Loans, (including Revolving Credit Loans of such Class), 1) the amount of the Revolving Credit Commitment or Revolving Credit Loans of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than $5,000,000 5,000,000, or, in the case of an assignment of Term Loans, Incremental Term Loans, Refinancing Term Loans and Extended Term Loans, $1,000,000, unless each of the Borrower and the Administrative Agent otherwise consent, ; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuingcontinuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, ; provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,5003,500 for any assignment to an assignee that is not a Lender or an Affiliate of a Lender (provided that the Administrative Agent may, in its sole discretion, elect to reduce or waive such processing and recordation fee in the case of any assignment) and (2) the assigning Lender shall have paid in full any amounts owing by it to the Administrative Agent; and
(ED) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and all its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable tax forms required pursuant to Section 2.16(f)laws, including Federal and state securities laws.
Appears in 1 contract
Samples: Credit Agreement (Cars.com Inc.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) 1. except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments of any Class (including Revolving Credit Loans of such Class)Term Loan Commitment or Advances, the amount of the Revolving Credit Term Loan Commitment or Revolving Credit Loans of such Class Advances of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than $5,000,000 3,000,000 unless the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuingconsents;
(B) 2. each partial assignment of any Term Loan Commitments or Advances shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations with respect to the applicable Advance under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one Class of such Term Loan Commitments or Loansand Advances;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) 3. the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption in substantially the form of Exhibit A, together with a processing and recordation fee of $3,500; and3,500 (for which no one other than the assignor and the assignee shall be obligated);
(E) 4. the assignee, if it shall not already be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and all applicable tax forms required pursuant a consent to Section 2.16(f)the terms and provisions of the Agency Agreement; and
5. so long as no Event of Default has occurred and is continuing, no assignment shall be made to any Person that does not constitute an Eligible Assignee without the prior written consent of Borrower.
Appears in 1 contract
Samples: Loan Agreement (OppFi Inc.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved FundLender, or an assignment of the entire remaining amount of the assigning Lender’s 's Revolving Credit Commitments of any Class Commitment (including together with all Revolving Credit Loans and Revolving Letter of such ClassCredit Interest), Term Loans or Term Letter of Credit Interest, the amount of the Revolving Credit Commitment Commitment, Term Loans or Revolving Term Letter of Credit Loans of such Class Interest of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than U.S. $5,000,000 1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided PROVIDED that no such consent of the Borrower shall be required if an Event of Default under Section 10(a), 10(f) or 10(g) hereof has occurred and is continuing;
(B) each partial assignment of any Revolving Credit Commitment, Term Loans or Term Letter of Credit Interest shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment Agreement in respect of such Commitment (together with a proportionate part of all the assigning Lender’s rights outstanding Revolving Credit Loans and obligations in respect Revolving Letter of one Class Credit Interest), Term Loans and Term Letter of Commitments or LoansCredit Interest;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500; and
(ED) the assignee, if it shall not already be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and all applicable tax forms required pursuant to Section 2.16(f)Questionnaire.
Appears in 1 contract
Samples: Credit Agreement (Polymer Group Inc)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or Lender, an Affiliate of a Lender or an Approved Fund, Fund or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments of any Class or Loans, (including Revolving Credit Loans of such Class), 1) the amount of the Revolving Credit Commitment or Revolving Credit Loans of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than $5,000,000 5,000,000, or, in the case of an assignment of Term Loans, Incremental Term Loans, Refinancing Term Loans and Extended Term Loans, $1,000,000, unless each of the Borrower and the Administrative Agent otherwise consent, ; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuingcontinuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, ; provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,5003,500 for any assignment to an assignee that is not a Lender or an Affiliate of a Lender (provided that the Administrative Agent may, in its sole discretion, elect to reduce or waive such processing and recordation fee in the case of any assignment) and (2) the assigning Lender shall have paid in full any amounts owing by it to the Administrative Agent; and
(ED) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and all the applicable tax forms required pursuant by Section 2.18(e) and an Administrative Questionnaire in which the assignee designates one or more credit contacts to Section 2.16(f)whom all syndicate-level information (which may contain material non-public information about the Borrower and its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.
Appears in 1 contract
Samples: Credit Agreement (Eventbrite, Inc.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment Assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments Commitment or Loans and LC Exposure of any Class (including Revolving Credit Loans of such a Class), the amount of the Commitment 731105340 11299570 121 Revolving Credit Commitment Agreement or Revolving Credit Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment Assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, ; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one such Class of Commitments or LoansCommitments, Loans and LC Exposure;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500; and3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Guarantors shall not be obligated;
(ED) the assignee, if it shall not already be a LenderLender of the applicable Class, shall deliver to the Administrative Agent an Administrative Questionnaire Questionnaire; and
(E) the assignee shall deliver to the Borrower and all applicable tax forms required pursuant to the Administrative Agent those documents specified in Section 2.16(f).
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (TPG Specialty Lending, Inc.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning LenderXxxxxx’s Revolving Credit Commitments Commitment or Loans and LC Exposure of any Class (including Revolving Credit Loans of such a Class), the amount of the Revolving Credit Commitment or Revolving Credit Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, ; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one such Class of Commitments or LoansCommitments, Loans and LC Exposure;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption in substantially the form of Exhibit A hereto (or any other form approved by the Administrative Agent and, to the extent Borrower’s consent is required in connection with such assignment, the Borrower), together with a processing and recordation fee of U.S. $3,500; and3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated;
(ED) the assignee, if it shall not already be a LenderLender of the applicable Class, shall deliver to (x) the Administrative Agent, an Administrative Questionnaire, and (y) to the Administrative Agent an Administrative Questionnaire and all applicable the Borrower, any tax forms or certifications required by Section 2.16; and 165 BUSINESS.29259741.231546920
(E) any assignment by a Multicurrency Lender shall (unless the Borrower otherwise consents in writing) be made only to an assignee that has agreed to make Loans pursuant to Section 2.16(f)its Multicurrency Commitment and receive payments in the Agreed Foreign Currencies for which Loans may be made at the time of such proposed assignments without the need to obtain any authorization referred to in clause (b)(z) of the definition of “Agreed Foreign Currency”.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (North Haven Private Income Fund LLC)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments of any Class (including Revolving Credit Loans of such Class)Commitment or Loans, the amount of the Revolving Credit Commitment or Revolving Credit Loans of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of Commitments or Loans shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one Class of such Commitments or Loans;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,5003,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender) (for which the Borrower and the Guarantors shall not be obligated); and
(ED) the assignee, if it shall not already be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire Questionnaire;
(E) unless a Default or Event of Default has occurred and all applicable tax forms required pursuant to Section 2.16(f)is continuing, such assignee is not a Competitor.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Resource Capital Corp.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning LenderXxxxxx’s Revolving Credit Commitments Commitment or Loans and LC Exposure of any Class (including Revolving Credit Loans of such a Class), the amount of the Revolving Credit Commitment or Revolving Credit Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consentconsents; provided that, provided that no such consent of the Borrower shall be required if an Event of Default under clause (a), (b), (i), (j) or (k) of Article VII has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one such Class of Commitments or LoansCommitments, Loans and LC Exposure;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption (or any other form approved by the Administrative Agent and the Borrower), together with a processing and recordation fee of U.S. $3,500; and3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated;
(ED) the assignee, if it shall not already be a LenderLender of the applicable Class, shall deliver to (x) the Administrative Agent an Administrative Questionnaire Questionnaire, and all applicable (y) to the Administrative Agent and the Borrower, any tax forms or certifications required by Section 2.15(f); and
(E) any assignment by a Multicurrency Lender shall (unless the Borrower otherwise consents in writing) be made only to an assignee that has agreed to make Revolving Loans pursuant to Section 2.16(f)its Multicurrency Commitment and is able to fund and receive payments in the Agreed Foreign Currencies for which Revolving Loans may be made at the time of such proposed assignments without the need to obtain any authorization referred to in clause (b)(z) of the definition of “Agreed Foreign Currency”.
Appears in 1 contract
Samples: Revolving Credit Agreement (Hercules Capital, Inc.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments of any Class (including Revolving Credit Loans of such Class)Commitment or Loans, the amount of the Revolving Credit Commitment or Revolving Credit Loans of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Commitments or Loans shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one Class of such Commitments or and Loans;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,5003,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender) (for which the Borrower and the Guarantors shall not be obligated); and
(ED) the assignee, if it shall not already be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and all applicable tax forms required pursuant to Section 2.16(f)Questionnaire.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (American Capital, LTD)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning LenderXxxxxx’s Revolving Credit Commitments of any Class (including Revolving Credit Commitment or Loans of such a Class), the amount of the Revolving Credit Commitment or Revolving Credit Loans of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than $5,000,000 1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, ; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one such Class of Commitments or and Loans;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of $3,5003,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated (except in the case of an assignment pursuant to Section 2.17(b)); and
(ED) the assignee, if it shall not already be a LenderLender of the applicable Class, shall deliver to the Administrative Agent an Administrative Questionnaire and all applicable tax forms required pursuant to Section 2.16(f)Questionnaire.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (MONROE CAPITAL Corp)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or Lender, an Affiliate of a Lender or an Approved Fund, Fund or an assignment of the entire remaining amount of the assigning LenderLxxxxx’s Revolving Credit Commitments of any Class or Loans, (including Revolving Credit Loans of such Class), 1) the amount of the Revolving Credit Commitment or Revolving Credit Loans of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than $5,000,000 5,000,000, or, in the case of an assignment of Term Loans and Incremental Term Loans, $1,000,000, unless each of the Borrower Borrowers and the Administrative Agent otherwise consent, ; provided that no such consent of the Borrower Borrowers shall be required if an Event of Default has occurred and is continuingcontinuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning LenderLxxxxx’s rights and obligations under this Agreement, ; provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning LenderLxxxxx’s rights and obligations in respect of one Class of Commitments or Loans;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,5003,500 for any assignment to an assignee that is not a Lender or an Affiliate of a Lender (provided that the Administrative Agent may, in its sole discretion, elect to reduce or waive such processing and recordation fee in the case of any assignment) and (2) the assigning Lender shall have paid in full any amounts owing by it to the Administrative Agent; and
(ED) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers and all its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable tax forms required pursuant to Section 2.16(f)laws, including Federal and state securities laws.
Appears in 1 contract
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning LenderXxxxxx’s Revolving Credit Commitments Commitment or Loans and LC Exposure of any Class (including Revolving Credit Loans of such a Class), the amount of the Revolving Credit Commitment or Revolving Credit Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, ; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one such Class of Commitments or LoansCommitments, Loans and LC Exposure;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption in substantially the form of Exhibit A hereto (or any other form approved by 742026061 21680120750959138 21680120 the Administrative Agent and the Borrower), together with a processing and recordation fee of U.S. $3,500; and3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Guarantors shall not be obligated;
(ED) the assignee, if it shall not already be a LenderLender of the applicable Class, shall deliver to (x) the Administrative Agent, an Administrative Questionnaire, and (y) to the Administrative Agent an Administrative Questionnaire and all applicable the Borrower, any tax forms or certifications required by Section 2.16; and
(E) any assignment by a Multicurrency Lender shall (unless the Borrower otherwise consents in writing) be made only to an assignee that has agreed to make Loans pursuant to Section 2.16(f)its Multicurrency Commitment and receive payments in the Agreed Foreign Currencies for which Loans may be made at the time of such proposed assignment.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Morgan Stanley Direct Lending Fund)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning LenderXxxxxx’s Revolving Credit Commitments Commitment or Loans and LC Exposure of any Class (including Revolving Credit Loans of such a Class), the amount of the Revolving Credit Commitment or Revolving Credit Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consentconsents; provided that, provided that no such consent of the Borrower shall be required if an Event of Default under clause (a), (b), (i), (j) or (k) of Article VII has occurred and is continuing;
; (B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one such Class of Commitments or Loans;
Commitments, Loans and LC Exposure; (C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption (or any other form approved by the Administrative Agent and the Borrower), together with a processing and recordation fee of U.S. $3,5003,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated; and
(ED) the assignee, if it shall not already be a LenderLender of the applicable Class, shall deliver to the Administrative Agent an Administrative Questionnaire Questionnaire; (E) the assignee shall deliver to the Borrower and all applicable tax forms required pursuant to the Administrative Agent those documents specified in Section 2.16(f).; and (F) any assignment by a Multicurrency Lender shall (unless the Borrower otherwise consents in writing) be made only to an assignee that has agreed to make Loans pursuant to its Multicurrency Commitment and is able to fund and receive payments in the Agreed Foreign Currencies for which Loans may be made at the time of such proposed assignments without the need to obtain any authorization referred to in clause (b) of the definition of “Agreed Foreign Currency”. (iii)
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Nuveen Churchill Direct Lending Corp.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning Lender’s Revolving Commitment, Loans or Letter of Credit Commitments Interest of any Class (including Revolving Credit Loans of such Class), the amount of the Revolving Commitment, Loans or Letter of Credit Commitment or Revolving Credit Loans of such Class Interest of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than $5,000,000 or, in the case of a Term Loan, $500,000 (provided, that all amounts assigned shall be aggregated in calculating the $500,000 minimum in the event of simultaneous assignments to or from two or more Affiliated Approved Funds) unless the Borrower Borrowers and the Administrative Agent otherwise consent, provided that no such consent of the Borrower Borrowers shall be required if an Event of Default under paragraph (a), (f) or (g) of Section 9.01 has occurred and is continuing;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments Commitments, Loans or LoansLetter of Credit Interest;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent (x) an Assignment and AssumptionAssumption or (y) to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a Platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants), together with a processing and recordation fee of U.S. $3,5003,500 (provided, that only one such fee shall be payable in the event of simultaneous assignments to or from one or more Affiliated Approved Funds); and
(ED) the assignee, if it shall not already be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and all applicable tax forms required pursuant to Section 2.16(f)Questionnaire.
Appears in 1 contract
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments Commitment or Loans and LC Exposure of any Class (including Revolving Credit Loans of such a Class), the amount of the Revolving Credit Commitment or Revolving Credit Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, ; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one such Class of Commitments or LoansCommitments, Loans and LC Exposure;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption in substantially the form of Exhibit A hereto (or any other form approved by the Administrative Agent and the Borrower), together with a processing and recordation fee of U.S. $3,500; and3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Guarantors shall not be obligated;
(ED) the assignee, if it shall not already be a LenderLender of the applicable Class, shall deliver to (x) the Administrative Agent, an Administrative Questionnaire, and (y) to the Administrative Agent an Administrative Questionnaire and all applicable the Borrower, any tax forms or certifications required by Section 2.16; and
(E) any assignment by a Multicurrency Lender shall (unless the Borrower otherwise consents in writing) be made only to an assignee that has agreed to make Loans pursuant to Section 2.16(f)its Multicurrency Commitment and receive 742026061 21680120 payments in the Agreed Foreign Currencies for which Loans may be made at the time of such proposed assignment.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Morgan Stanley Direct Lending Fund)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate (or Approved Fund) of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments or Incremental Loan Commitment or Loans of any Class (including Revolving Credit Loans of such Class), the amount of the Revolving Credit Commitment or Revolving Credit Loans of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than $5,000,000 2,500,000 unless each of the Borrower Company and the Administrative Agent otherwise consent, provided that (x) no such consent of the Borrower Company shall be required if an Event of Default has occurred and is continuingcontinuing and (y) in determining the amount of any assignment, simultaneous assignments to or from two or more affiliated Approved Funds shall be aggregated);
(B) each partial assignment of any Revolving Credit or Incremental Loan Commitment or Revolving Credit or Incremental Loans shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this AgreementAgreement in respect of such Revolving Credit or Incremental Loan Commitment and Loans, as applicable, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Revolving Credit or Incremental Loan Commitments or Revolving Credit or Incremental Loans;,
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and, provided that (I) simultaneous assignments to or from two or more affiliated Approved Funds shall be treated as a single assignment for purposes of such fee and (II) such fee may be waived by the Administrative Agent in its sole discretion,
(ED) the assignee, if it shall not be already a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and all any applicable tax forms as may be required pursuant to Section 2.16(f)11.04, and
(E) no such assignment shall be made to (x) any Borrower or any Affiliate or Subsidiary of any Borrower, (y) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (y) or (z) a natural Person.
Appears in 1 contract
Samples: Credit Agreement (Foster Wheeler Ag)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or Lender, an Affiliate of a Lender or an Approved Fund, Fund or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments of any Class or Loans, (including Revolving Credit Loans of such Class), 1) the amount of the Revolving Credit Commitment or Revolving Credit Loans of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the 122 Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than $5,000,000 5,000,000, or, in the case of an assignment of Term Loans, Incremental Term Loans, Refinancing Term Loans and Extended Term Loans, $1,000,000, unless each of the Borrower and the Administrative Agent otherwise consent, ; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuingcontinuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, ; provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,5003,500 for any assignment to an assignee that is not a Lender or an Affiliate of a Lender (provided that the Administrative Agent may, in its sole discretion, elect to reduce or waive such processing and recordation fee in the case of any assignment) and (2) the assigning Lender shall have paid in full any amounts owing by it to the Administrative Agent; and
(ED) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and all its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable tax forms required pursuant to Section 2.16(f)laws, including Federal and state securities laws.
Appears in 1 contract
Samples: Credit Agreement (Cars.com Inc.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
: (A) except A)except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments of any Class (including Revolving Credit Loans of such Class)Commitment or Loans, the amount of the Revolving Credit Commitment or Revolving Credit Loans of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
; (B) each B)each partial assignment of Commitments or Loans shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one Class of such Commitments or Loans;
; (C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the C)the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,5003,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender) (for which the Borrower and the Guarantors shall not be obligated); and
(E) the D)the assignee, if it shall not already be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire Questionnaire; and all applicable tax forms required pursuant to Section 2.16(f)(E) unless a Default or Event of Default has occurred and is continuing, such assignee is not a Competitor.
Appears in 1 contract
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:: 722276124 11299570 77 Revolving Credit Agreement
(A) except in the case of an assignment Assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments Commitment or Loans and LC Exposure of any Class (including Revolving Credit Loans of such a Class), the amount of the Revolving Credit Commitment or Revolving Credit Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment Assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, ; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one such Class of Commitments or LoansCommitments, Loans and LC Exposure;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500; and3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Guarantors shall not be obligated;
(ED) the assignee, if it shall not already be a LenderLender of the applicable Class, shall deliver to the Administrative Agent an Administrative Questionnaire Questionnaire; and
(E) the assignee shall deliver to the Borrower and all applicable tax forms required pursuant to the Administrative Agent those documents specified in Section 2.16(f).
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (TPG Specialty Lending, Inc.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or Lender, an Affiliate of a Lender or an Approved Fund, Fund or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments Commitment or Loans of any Class (including Revolving Credit Loans of such Class), the amount of the Revolving Credit Commitment or Revolving Credit Loans of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one such Class of Commitments or and Loans, except that this subclause (B) shall not apply to rights in respect of outstanding Competitive Loans;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and;
(ED) the assignee, if it shall not already be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire Questionnaire; and
(E) in the case of an assignment to an Approved Fund, the assigning Lender shall retain the sole right to approve any amendment, modification or waiver of any provision of this Agreement, provided that the Assignment and all applicable tax forms required pursuant Assumption between such Lender and such Approved Fund may provide that such Lender will not, without the consent of such Approved Fund, agree to any amendment, modification or waiver described in the first proviso to Section 2.16(f)9.02(b) that affects such Approved Fund.
Appears in 1 contract
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments of any Class (including Revolving Credit Commitment or Loans of such Class)and LC Exposure, the amount of the Revolving Credit Commitment or Revolving Credit Loans of such Class and LC Exposure of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than U.S. $5,000,000 1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, ; provided that no such consent of the Borrower shall be required if an Event of a Default has occurred and is continuing;
(B) each partial assignment of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one Class of Commitments or Loanssuch Commitments, Loans and LC Exposure;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,5003,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Guarantors shall not be obligated; and
(ED) the assignee, if it shall not already be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and all applicable tax forms required pursuant to Section 2.16(f)Questionnaire.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Fifth Street Finance Corp)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning LenderXxxxxx’s Revolving Credit Commitments of any Class (including Revolving Credit Commitment or Loans of such a Class), the amount of the Revolving Credit Commitment or Revolving Credit Loans of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, ; 144 Revolving Credit Agreement provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Commitments or Loans shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one Class of such Commitments or and Loans;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500; and3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated;
(ED) the assignee, if it shall not already be a LenderLender of the applicable Class, shall deliver to the Administrative Agent an Administrative Questionnaire Questionnaire; and
(E) the assignee shall deliver to the Borrower and all applicable tax forms required pursuant to the Administrative Agent those documents specified in Section 2.16(f).
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Kayne Anderson BDC, Inc.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments of any Class (including Revolving Credit Commitment or Loans of such a Class), the amount of the Revolving Credit Commitment or Revolving Credit Loans of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, ; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;; 124 Revolving Credit Agreement
(B) each partial assignment of any Commitments or Loans shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one Class of such Commitments or and Loans;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500; and3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated;
(ED) the assignee, if it shall not already be a LenderLender of the applicable Class, shall deliver to the Administrative Agent an Administrative Questionnaire Questionnaire; and
(E) the assignee shall deliver to the Borrower and all applicable tax forms required pursuant to the Administrative Agent those documents specified in Section 2.16(f).
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Crescent Capital BDC, Inc.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or Lender, an Affiliate of a Lender or an Approved Fund, Fund or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments of any Class or Loans, (including Revolving Credit Loans of such Class), 1) the amount of the Revolving Credit Commitment or Revolving Credit Loans of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than $5,000,000 5,000,000, or, in the case of an assignment of Term Loans and Incremental Term Loans, $1,000,000, unless each of the Borrower Borrowers and the Administrative Agent otherwise consent, ; provided that no such consent of the Borrower Borrowers shall be required if an Event of Default has occurred and is continuingcontinuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, ; provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,5003,500 for any assignment to an assignee that is not a Lender or an Affiliate of a Lender (provided that the Administrative Agent may, in its sole discretion, elect to reduce or waive such processing and recordation fee in the case of any assignment) and (2) the assigning Lender shall have paid in full any amounts owing by it to the Administrative Agent; and
(ED) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers and all its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable tax forms required pursuant to Section 2.16(f)laws, including Federal and state securities laws.
Appears in 1 contract
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, Fund of such assigning Lender or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments of any Class (including Revolving Credit Loans of such ClassCommitment(s), Loan(s), LC Exposure or Swingline Exposure, the amount of the Revolving Credit Commitment Commitment(s), Loan(s), LC Exposure or Revolving Credit Loans of such Class Swingline Exposure of the assigning Lender subject to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than $5,000,000 U.S.$5,000,000 (or, in the case of any assignment of a Term Loan or Term Loan Commitment, U.S.$1,000,000) unless each of the Borrower and the Administrative Agent otherwise consent, ; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Commitment, Loan, LC Exposure or Swingline Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one Class of Commitments or Loansits Commitment, Loan, LC Exposure and Swingline Exposure;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,500U.S.$3,500; and
(ED) the assignee, if it shall not already be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and all applicable tax forms required pursuant to Section 2.16(f)Questionnaire.
Appears in 1 contract
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved FundLender, or an assignment of the entire remaining amount of the assigning Lender’s 's Revolving Credit Commitments of any Class Commitment (including together with all Revolving Credit Loans of such Class)Loans) or Term Loans, the amount of the Revolving Credit Commitment or Revolving Credit Term Loans of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than U.S. $5,000,000 1,000,000 (provided, that all amounts assigned shall be aggregated in calculating the $1,000,000 minimum in the event of simultaneous assignments to or from two or more Affiliated Approved Funds) unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default under clause (a), (b), (g) or (h) of Article III has occurred and is continuing;
(B) each partial assignment of any Revolving Credit Commitment or Term Loans shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment Agreement in respect of such Commitment (together with a proportionate part of all the assigning Lender’s rights outstanding Revolving Loans) and obligations in respect of one Class of Commitments or Term Loans;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,5003,500 (provided, that only one such fee shall be payable in the event of simultaneous assignments to or from one or more Affiliated Approved Funds); and
(ED) the assignee, if it shall not already be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and all applicable tax forms required pursuant to Section 2.16(f)Questionnaire.
Appears in 1 contract
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning LenderXxxxxx’s Revolving Credit Commitments of any Class (including Revolving Credit Commitment or Loans of such Class)and LC Exposure, the amount of the Revolving Credit Commitment or Revolving Credit Loans of such Class and LC Exposure of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than $5,000,000 1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, consentsconsent; provided that no such consent of the Borrower shall be required if a Default or an Event of Default has occurred and is continuing;
(B) each partial assignment of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one Class of such Commitments or Loansand Loans and LC Exposure;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of $3,5003,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated (except in the case of an assignment pursuant to Section 2.18(b)); and
(ED) the assignee, if it shall not already be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and all applicable any tax forms required pursuant to under Section 2.16(f)2.15.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Oaktree Strategic Credit Fund)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments of any Class (including Revolving Credit Loans of such Class)Loans) as to which there are no outstanding Commitments, the amount of the Revolving Credit Commitment or Revolving Credit Loans of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purpose) shall not be less than $5,000,000 unless the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,5003,500 (or the equivalent thereof in any currency reasonably specified by the Administrative Agent, as determined based on the Administrative Agent’s telegraphic transfer middle (TTM) rate offered for such currency as of 11:00 am Tokyo time on the date falling 3 Business Days prior to the effective date of such assignment); and
(E) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and all applicable tax forms required pursuant to Section 2.16(f).
Appears in 1 contract
Samples: Credit Agreement (SPRINT Corp)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning LenderXxxxxx’s Revolving Credit Commitments Commitment or Loans and LC Exposure of any Class (including Revolving Credit Loans of such a Class), the amount of the Revolving Credit Commitment or Revolving Credit Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, ; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one such Class of Commitments or Loans;Commitments, Loans and LC Exposure; 763013574 21680120763013574.7
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption in substantially the form of Exhibit A hereto (or any other form approved by the Administrative Agent and the Borrower), together with a processing and recordation fee of U.S. $3,500; and3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated;
(ED) the assignee, if it shall not already be a LenderLender of the applicable Class, shall deliver to (x) the Administrative Agent, an Administrative Questionnaire, and (y) to the Administrative Agent an Administrative Questionnaire and all applicable the Borrower, any tax forms or certifications required by Section 2.16; and
(E) any assignment by a Multicurrency Lender shall (unless the Borrower otherwise consents in writing) be made only to an assignee that has agreed to make Loans pursuant to Section 2.16(f)its Multicurrency Commitment and receive payments in the Agreed Foreign Currencies for which Loans may be made at the time of such proposed assignment.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Morgan Stanley Direct Lending Fund)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments of any Class (including Revolving Credit Loans of such Class)Commitment, the amount of the Revolving Credit Commitment or Revolving Credit Loans of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than $5,000,000 unless each of the Borrower Company and the Administrative Agent otherwise consent, provided that no such consent of the Borrower Company shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and3,500 (provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment);
(ED) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire Questionnaire;
(E) no such assignment shall be made to (x) the Company or any of its Subsidiaries or Affiliates, (y) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (y), or (z) a natural Person;
(F) in connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Company and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all applicable tax forms required amounts then owed by such Defaulting Lender to the Administrative Agent and each Issuing Lender and each other Lender hereunder (and interest accrued thereon) pursuant to Section 2.16(fthe terms hereof, and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit in accordance with its Applicable Percentage; provided that, notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this clause (F), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs; and
(G) in order to comply with the Dutch Financial Supervision Act, if at the time of an assignment by any Lender to any assignee other than an existing Lender there exists a Dutch Subsidiary Borrower party hereto, the interests being assigned by such Lender shall be or include an outstanding portion in a minimum amount of €100,000 (or its equivalent in another Currency) or such other amount as may be required from time to time by the Dutch Financial Supervision Act or, if it is less, such assignee shall represent and warrant to each such Dutch Subsidiary Borrower pursuant to the Assignment and Assumption for such assignment that it is a professional market party (professionele marktpartij) within the meaning of the Dutch Financial Supervision Act.
Appears in 1 contract
Samples: Credit Agreement (NYSE Euronext)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning LenderXxxxxx’s Revolving Credit Commitments of any Class (including Revolving Credit Loans of such Class)Commitment or Loans, the amount of the Revolving Credit Commitment or Revolving Credit Loans of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than $5,000,000 1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, ; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of Commitments or Loans shall be made as an assignment of a proportionate part of all the assigning LenderXxxxxx’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one Class of such Commitments or and Loans;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of $3,5003,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated (except in the case of an assignment pursuant to Section 2.17(b)); and
(ED) the assignee, if it shall not already be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and all applicable tax forms required pursuant to Section 2.16(f)Questionnaire.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (BlackRock TCP Capital Corp.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments Commitment or Loans and LC Exposure of any Class (including Revolving Credit Loans of such a Class), the amount of the Revolving Credit Commitment or Revolving Credit Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consentconsents; provided that, provided that no such consent of the Borrower shall be required if an Event of Default under clause (a), (b), (i), (j) or (k) of Article VII has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one such Class of Commitments or LoansCommitments, Loans and LC Exposure;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption (or any other form approved by the Administrative Agent and the Borrower), together with a processing and recordation fee of U.S. $3,500; and3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated;
(ED) the assignee, if it shall not already be a LenderLender of the applicable Class, shall deliver to (x) the Administrative Agent an Administrative Questionnaire Questionnaire, and all applicable (y) to the Administrative Agent and the Borrower, any tax forms or certifications required by Section 2.15(f); and
(E) any assignment by a Multicurrency Lender shall (unless the Borrower otherwise consents in writing) be made only to an assignee that has agreed to make Loans pursuant to Section 2.16(f)its Multicurrency Commitment and is able to fund and receive payments in the Agreed Foreign Currencies for which Loans may be made at the time of such proposed assignments without the need to obtain any authorization referred to in clause (b)(z) of the definition of “Agreed Foreign Currency”.
Appears in 1 contract
Samples: Revolving Credit Agreement (Hercules Capital, Inc.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate (or Approved Fund) of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments or Incremental Loan Commitment or Loans of any Class (including Revolving Credit Loans of such Class), the amount of the Revolving Credit Commitment or Revolving Credit Loans of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than $5,000,000 2,500,000 unless each of the Borrower Company and the Administrative Agent otherwise consent, provided that (x) no such consent of the Borrower Company shall be required if an Event of Default has occurred and is continuingcontinuing and (y) in determining the amount of any assignment, simultaneous assignments to or from two or more affiliated Approved Funds shall be aggregated);
(B) each partial assignment of any Revolving Credit or Incremental Loan Commitment or Revolving Credit or Incremental Loans shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this AgreementAgreement in respect of such Revolving Credit or Incremental Loan Commitment and Loans, as applicable, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Revolving Credit or Incremental Loan Commitments or Revolving Credit or Incremental Loans;,
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; , provided that simultaneous assignments to or from two or more affiliated Approved Funds shall be treated as a single assignment for purposes of such fee, and
(ED) the assignee, if it shall not be already a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and all any applicable tax forms required pursuant to Section 2.16(f)as may be requested by the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Foster Wheeler Ag)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment Assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments Commitment or Loans and LC Exposure of any Class (including Revolving Credit Loans of such a Class), the amount of the Revolving Credit Commitment or Revolving Credit Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment Assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purpose113 Revolving Credit Agreement Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, ; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one such Class of Commitments or LoansCommitments, Loans and LC Exposure;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500; and3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Guarantors shall not be obligated;
(ED) the assignee, if it shall not already be a LenderLender of the applicable Class, shall deliver to the Administrative Agent an Administrative Questionnaire Questionnaire; and
(E) the assignee shall deliver to the Borrower and all applicable tax forms required pursuant to the Administrative Agent those documents specified in Section 2.16(f).
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (TPG Specialty Lending, Inc.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or Lender, an Affiliate of a Lender or an Approved Fund, Fund or an assignment of the entire remaining amount of the assigning LenderLxxxxx’s Revolving Credit Commitments of any Class or Loans, (including Revolving Credit Loans of such Class), 1) the amount of the Revolving Credit Commitment or Revolving Credit Loans of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than $5,000,000 5,000,000, or, in the case of an assignment of 110 Term Loans, Incremental Term Loans, Refinancing Term Loans and Extended Term Loans, $1,000,000, unless each of the Borrower and the Administrative Agent otherwise consent, ; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuingcontinuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning LenderLxxxxx’s rights and obligations under this Agreement, ; provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning LenderLxxxxx’s rights and obligations in respect of one Class of Commitments or Loans;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,5003,500 for any assignment to an assignee that is not a Lender or an Affiliate of a Lender (provided that the Administrative Agent may, in its sole discretion, elect to reduce or waive such processing and recordation fee in the case of any assignment) and (2) the assigning Lender shall have paid in full any amounts owing by it to the Administrative Agent; and
(ED) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and all its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable tax forms required pursuant to Section 2.16(f)laws, including Federal and state securities laws.
Appears in 1 contract
Samples: Credit Agreement (Cars.com Inc.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or Lender, an Affiliate of a Lender or an Approved Fund, Fund or an assignment of the entire remaining amount of the assigning LenderXxxxxx’s Revolving Credit Commitments Commitment or Loans of any Class (including Revolving Credit Loans of such Class), the amount of the Revolving Credit Commitment or Revolving Credit Loans of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that (x) no such consent of the Borrower shall be required if an Event of Default described in any of clauses (a), (b), (h) or (i) of Article VIII has occurred and is continuingcontinuing and (y) the Borrower shall be deemed to have provided such consent unless it shall object thereto by written notice (which may be by e-mail) to the Administrative Agent within 15 Business Days after having received a written request for its consent to such assignment;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning LenderXxxxxx’s rights and obligations under this Agreement, ; provided that this clause (B) shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations solely in respect of one Syndicated Loans (and not Loans of any other Class) or of Loans of any Class of Commitments or (other than Syndicated Loans);
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption (or an agreement incorporating by reference a form of Assignment and Assumption posted on the Approved Electronic Platform), together with a processing and recordation fee of $3,500; and
(ED) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain MNPI) will be made available and all who may receive such information in accordance with the assignee’s compliance procedures and applicable tax forms required pursuant to Section 2.16(f)laws, including Federal and state securities laws.
Appears in 1 contract
Samples: Credit Agreement (Best Buy Co Inc)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, Fund of such assigning Lender or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments of any Class (including Revolving Credit Loans of such Class's Commitment(s), Loan(s), LC Exposure or Swingline Exposure, the amount of the Revolving Credit Commitment Commitment(s), Loan(s), LC Exposure or Revolving Credit Loans of such Class Swingline Exposure of the assigning Lender subject to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than $5,000,000 U.S.$5,000,000 (or, in the case of any assignment of a Tranche B Terms Loan or Tranche B Term Loan Commitment, U.S.$1,000,000) unless each of the Borrower and the Administrative Agent otherwise consent, ; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Commitment, Loan, LC Exposure or Swingline Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one Class of Commitments or Loansits Commitment, Loan, LC Exposure and Swingline Exposure;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,500U.S.$3,500; and
(ED) the assignee, if it shall not already be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and all applicable tax forms required pursuant to Section 2.16(f)Questionnaire.
Appears in 1 contract
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or Lender, an Affiliate of a Lender or an Approved Fund, Fund or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments of any Class (including Revolving Credit Loans of such Class)'s Assignment Obligations at the time owing to it, the amount of the Revolving Credit Commitment or Revolving Credit Loans of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided, provided that (x) no such consent of the Borrower shall be required if an Event of Default under clause (a), (g) or (h) of Section 7.01 has occurred and is continuingcontinuing and (y) amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any;
(B) each partial assignment of any Assignment Obligations shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed Agreement with respect to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or LoansAssignment Obligations assigned;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of $3,500, for which the Borrower and the Guarantors shall not be obligated; and
(ED) the assignee, if it shall not already be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire Questionnaire. For purposes of this Section 9.04(b)(ii), “Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and all applicable tax forms required pursuant to Section 2.16(f)similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender or (b) an Affiliate of a Lender.
Appears in 1 contract
Samples: Senior Secured Term Loan Agreement
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning LenderXxxxxx’s Revolving Credit Commitments Commitment or Loans and LC Exposure of any Class (including Revolving Credit Loans of such a Class), the amount of the Revolving Credit Commitment or Revolving Credit Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consentconsents; provided that, provided that no such consent of the Borrower shall be required if an Event of Default under clause (a), (b), (i), (j) or (k) of Article VII has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one such Class of Commitments or LoansCommitments, Loans and LC Exposure;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption (or any other form approved by the Administrative Agent and the Borrower), together with a processing and recordation fee of U.S. $3,500; and3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated;
(ED) the assignee, if it shall not already be a LenderLender of the applicable Class, shall deliver to (x) the Administrative Agent an Administrative Questionnaire Questionnaire, and all applicable (y) to the Administrative Agent and the Borrower, any tax forms or certifications required by Section 2.15(f); and
(E) any assignment by a Multicurrency Lender shall (unless the Borrower otherwise consents in writing) be made only to an assignee that has agreed to make Loans pursuant to Section 2.16(f)its Multicurrency Commitment and is able to fund and receive payments in the Agreed Foreign Currencies for which Loans may be made at the time of such proposed assignments without the need to obtain any authorization referred to in clause (c) of the definition of “Agreed Foreign Currency”.
Appears in 1 contract
Samples: Revolving Credit Agreement (Bain Capital Private Credit)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments of any Class (including Revolving Credit Loans of such Class)Commitment or Loans, the amount of the Revolving Credit Commitment or Revolving Credit Loans of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than $5,000,000 1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, ; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of Commitments or Loans shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one Class of such Commitments or and Loans;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of $3,500; and3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Guarantors shall not be obligated (except in the case of an assignment pursuant to Section 2.16(b));
(ED) the assignee, if it shall not already be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire Questionnaire; and
(E) the assignee shall not be any Person listed in the Prohibited Assignees and all applicable tax forms required pursuant to Section 2.16(f)Participants Side Letter.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Credit Suisse Park View BDC, Inc.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments Commitment or Loans and LC Exposure of any Class (including Revolving Credit Loans of such a Class), the amount of the Revolving Credit Commitment or Revolving Credit Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, ; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one such Class of Commitments or LoansCommitments, Loans and LC Exposure;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption in substantially the form of Exhibit A hereto (or any other form approved by the Administrative Agent and, to the extent Borrower’s consent is required in connection with such assignment, the Borrower), together with a processing and recordation fee of U.S. $3,500; and3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated;
(ED) the assignee, if it shall not already be a LenderLender of the applicable Class, shall deliver to (x) the Administrative Agent, an Administrative Questionnaire, and (y) to the Administrative Agent an Administrative Questionnaire and all applicable the Borrower, any tax forms or certifications required by Section 2.16; and
(E) any assignment by a Multicurrency Lender shall (unless the Borrower otherwise consents in writing) be made only to an assignee that has agreed to make Loans pursuant to Section 2.16(f)its Multicurrency Commitment and receive payments in the Agreed Foreign Currencies for which Loans may be made at the time of such proposed assignments without the need to obtain any authorization referred to in clause (b)(z) of the definition of “Agreed Foreign Currency”.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (North Haven Private Income Fund LLC)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments 's Commitment or Loans of any Class (including Revolving Credit Loans of such Class), the amount of the Revolving Credit Commitment or Revolving Credit Loans of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than $5,000,000 unless each of the Borrower Borrowers and the Administrative Agent otherwise consent, provided that no such consent of the Borrower Borrowers shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one such Class of Commitments or and Loans, except that this subclause (B) shall not apply to rights in respect of outstanding Competitive Loans;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,500; and;
(ED) the assignee, if it shall not already be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire Questionnaire; and
(E) in the case of an assignment to a CLO, the assigning Lender shall retain the sole right to approve any amendment, modification or waiver of any provision of this Agreement, provided that the Assignment and all applicable tax forms required pursuant Acceptance between such Lender and such CLO may provide that such Lender will not, without the consent of such CLO, agree to any amendment, modification or waiver described in the first proviso to Section 2.16(f)9.02(b) that affects such CLO.
Appears in 1 contract
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments Commitment or Loans and LC Exposure of any Class (including Revolving Credit Loans of such a Class), the amount of the Revolving Credit Commitment or Revolving Credit Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consentconsents; provided that, provided that no such consent of the Borrower shall be required if an Event of Default under clause (a), (b), (i), (j) or (k) of Article VII has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one such Class of Commitments or LoansCommitments, Loans and LC Exposure;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption (or any other form approved by the Administrative Agent and the Borrower), together with a processing and recordation fee of U.S. $3,500; and3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated;
(ED) the assignee, if it shall not already be a LenderLender of the applicable Class, shall deliver to (x) the Administrative Agent an Administrative Questionnaire Questionnaire, and all applicable (y) to the Administrative Agent and the Borrower, any tax forms or certifications required by Section 2.15(f); and
(E) any assignment by a Multicurrency Lender shall (unless the Borrower otherwise consents in writing) be made only to an assignee that has agreed to make Revolving Loans pursuant to Section 2.16(f)its Multicurrency Commitment and is able to fund and receive payments in the Agreed Foreign Currencies for which Revolving Loans may be made at the time of such proposed assignments without the need to obtain any authorization referred to in clause (b) of the definition of “Agreed Foreign Currency”.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Bain Capital Specialty Finance, Inc.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning LenderXxxxxx’s Revolving Credit Commitments of any Class (including Revolving Credit Commitment or Loans of such a Class), the amount of the Revolving Credit Commitment or Revolving Credit Loans of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, ; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Commitments or Loans shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one Class of such Commitments or and Loans;; 146 Revolving Credit Agreement
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500; and3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated;
(ED) the assignee, if it shall not already be a LenderLender of the applicable Class, shall deliver to (x) the Administrative Agent an Administrative Questionnaire Questionnaire, and all applicable (y) to the Administrative Agent and the Borrower, any tax forms or certifications required pursuant by Section 2.15(f);
(E) the assignee shall deliver to the Borrower and the Administrative Agent those documents specified in Section 2.16(f); and
(F) any assignment by a Multicurrency Lender shall (unless the Borrower otherwise consents in writing) be made only to an assignee that has agreed to make Revolving Loans pursuant to its Multicurrency Commitment and is able to fund and receive payments in the Agreed Foreign Currencies for which Revolving Loans may be made at the time of such proposed assignments without the need to obtain any authorization referred to in clause (c) of the definition of “Agreed Foreign Currency”.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Crescent Capital BDC, Inc.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) 1. except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning LenderXxxxxx’s Revolving Credit Commitments of any Class (including Revolving Credit Loans of such Class)Term Loan Commitment or Advances, the amount of the Revolving Credit Term Loan Commitment or Revolving Credit Loans of such Class Advances of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than $5,000,000 3,000,000 unless the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuingconsents;
(B) 2. each partial assignment of any Term Loan Commitments or Advances shall be made as an assignment of a proportionate part of all the assigning LenderXxxxxx’s rights and obligations with respect to the applicable Advance under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one Class of such Term Loan Commitments or Loansand Advances;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) 3. the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption in substantially the form of Exhibit A, together with a processing and recordation fee of $3,500; and3,500 (for which no one other than the assignor and the assignee shall be obligated);
(E) 4. the assignee, if it shall not already be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and all applicable tax forms required pursuant a consent to Section 2.16(f)the terms and provisions of the Agency Agreement; and
5. so long as no Event of Default has occurred and is continuing, no assignment shall be made to any Person that does not constitute an Eligible Assignee without the prior written consent of Borrower.
Appears in 1 contract
Samples: Loan Agreement (OppFi Inc.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments of any Class (including Revolving Credit Commitment or Loans of such a Class), the amount of the Revolving Credit Commitment or Revolving Credit Loans of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, ; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Commitments or Loans shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one Class of such Commitments or and Loans;; 120 Revolving Credit Agreement
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500; and3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated;
(ED) the assignee, if it shall not already be a LenderLender of the applicable Class, shall deliver to the Administrative Agent an Administrative Questionnaire Questionnaire; and
(E) the assignee shall deliver to the Borrower and all applicable tax forms required pursuant to the Administrative Agent those documents specified in Section 2.16(f).
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Crescent Capital BDC, Inc.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments Commitment or Loans and LC Exposure of any Class (including Revolving Credit Loans of such a Class), the amount of the Revolving Credit Commitment or Revolving Credit Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consentconsents; provided that, provided that no such consent of the Borrower shall be required if an Event of Default under clause (a), (b), (i), (j) or (k) of Article VII has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning LenderXxxxxx’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one such Class of Commitments or LoansCommitments, Loans and LC Exposure;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption (or any other form approved by the Administrative Agent and the Borrower), together with a processing and recordation fee of U.S. $3,500; and3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated;
(ED) the assignee, if it shall not already be a LenderLender of the applicable Class, shall deliver to (x) the Administrative Agent an Administrative Questionnaire Questionnaire, and all applicable (y) to the Administrative Agent and the Borrower, any tax forms or certifications required by Section 2.15(f); and
(E) any assignment by a Multicurrency Lender shall (unless the Borrower otherwise consents in writing) be made only to an assignee that has agreed to make Revolving Loans pursuant to Section 2.16(f)its Multicurrency Commitment and is able to fund and receive payments in the Agreed Foreign Currencies for which Revolving Loans may be made at the time of such proposed assignments without the need to obtain any authorization referred to in clause (c) of the definition of “Agreed Foreign Currency”.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Varagon Capital Corp)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments of any Class (including Revolving Credit Loans of such Class)Commitment or Loans, the amount of the Revolving Credit Commitment or Revolving Credit Loans of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of Commitments or Loans shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one Class of such Commitments or Loans;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500; and3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender) (for which the Borrower and the Guarantors shall not be obligated);
(ED) the assignee, if it shall not already be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire Questionnaire; and
(E) unless a Default or Event of Default has occurred and all applicable tax forms required pursuant to Section 2.16(f)is continuing, such assignee is not a Competitor.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Resource Capital Corp.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning LenderXxxxxx’s Revolving Credit Commitments Commitment or Loans and LC Exposure of any Class (including Revolving Credit Loans of such a Class), the amount of the Revolving Credit Commitment or Revolving Credit Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, ; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one such Class of Commitments or LoansCommitments, Loans and LC Exposure;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption in substantially the form of Exhibit A hereto (or any other form approved by the Administrative Agent and, to the extent Borrower’s consent is required in connection with such assignment, the Borrower), together with a processing and recordation fee of U.S. $3,5003,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated; and767537780768227557
(ED) the assignee, if it shall not already be a LenderLender of the applicable Class, shall deliver to (x) the Administrative Agent, an Administrative Questionnaire, and (y) to the Administrative Agent an Administrative Questionnaire and all applicable the Borrower, any tax forms or certifications required by Section 2.16; and
(E) any assignment by a Multicurrency Lender shall (unless the Borrower otherwise consents in writing) be made only to an assignee that has agreed to make Loans pursuant to Section 2.16(f)its Multicurrency Commitment and receive payments in the Agreed Foreign Currencies for which Loans may be made at the time of such proposed assignments without the need to obtain any authorization referred to in clause (b)(z) of the definition of “Agreed Foreign Currency”.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (North Haven Private Income Fund a LLC)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments Commitment or Loans and LC Exposure of any Class (including Revolving Credit Loans of such a Class), the amount of the Revolving Credit Commitment or Revolving Credit Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption in substantially the form of Exhibit A hereto with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consentconsents; provided that, provided that no such consent of the Borrower shall be required if an Event of Default under clause (a), (b), (i), (j) or (k) of Article VII has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one such Class of Commitments or LoansCommitments, Loans and LC Exposure;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption (or any other form approved by the Administrative Agent and the Borrower), together with a processing and recordation fee of U.S. $3,500; and3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated;
(ED) the assignee, if it shall not already be a LenderLender of the applicable Class, shall deliver to (x) the Administrative Agent an Administrative Questionnaire Questionnaire, and all applicable (y) to the Administrative Agent and the Borrower, any tax forms or certifications required by Section 2.15(f); and
(E) any assignment by a Multicurrency Lender shall (unless the Borrower otherwise consents in writing) be made only to an assignee that has agreed to make Loans pursuant to Section 2.16(f)its Multicurrency Commitment and is able to fund and receive payments in the Agreed Foreign Currencies for which Loans may be made at the time of such proposed assignments without the need to obtain any authorization referred to in clause (b)(z) of the definition of “Agreed Foreign Currency”.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Bain Capital Specialty Finance, Inc.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or Lender, an Affiliate of a Lender or an Approved Fund, Fund or an assignment of the entire remaining amount of the assigning LenderXxxxxx’s Revolving Credit Commitments of any Class or Loans, (including Revolving Credit Loans of such Class), 1) the amount of the Revolving Credit Commitment or Revolving Credit Loans of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than $5,000,000 5,000,000, or, in the case of an assignment of Term Loans and Incremental Term Loans, $1,000,000, unless each of the Borrower Borrowers and the Administrative Agent otherwise consent, ; provided that no such consent of the Borrower Borrowers shall be required if an Event of Default has occurred and is continuingcontinuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning LenderXxxxxx’s rights and obligations under this Agreement, ; provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning LenderXxxxxx’s rights and obligations in respect of one Class of Commitments or Loans;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,5003,500 for any assignment to an assignee that is not a Lender or an Affiliate of a Lender (provided that the Administrative Agent may, in its sole discretion, elect to reduce or waive such processing and recordation fee in the case of any assignment) and (2) the assigning Lender shall have paid in full any amounts owing by it to the Administrative Agent; and
(ED) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers and all its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable tax forms required pursuant to Section 2.16(f)laws, including Federal and state securities laws.
Appears in 1 contract
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:: 122 Revolving Credit Agreement
(A) except in the case of an assignment Assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments Commitment or Loans and LC Exposure of any Class (including Revolving Credit Loans of such a Class), the amount of the Revolving Credit Commitment or Revolving Credit Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment Assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, ; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one Class of Commitments or Loanssuch Commitments, Loans and LC Exposure;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500; and3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Guarantors shall not be obligated;
(ED) the assignee, if it shall not already be a LenderLender of the applicable Class, shall deliver to the Administrative Agent an Administrative Questionnaire Questionnaire; and
(E) the assignee shall deliver to the Borrower and all applicable tax forms required pursuant to the Administrative Agent those documents specified in Section 2.16(f).
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Owl Rock Capital Corp)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning LenderXxxxxx’s Revolving Credit Commitments of any Class (including Revolving Credit Commitment or Loans of such a Class), the amount of the Revolving Credit Commitment or Revolving Credit Loans of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consentconsents; provided that, provided that no such consent of the Borrower shall be required if an Event of Default under clause (a), (b), (i), (j) or (k) of Article VII has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one such Class of Commitments or and Loans;; 156 Revolving Credit Agreement
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption (or any other form approved by the Administrative Agent and the Borrower), together with a processing and recordation fee of U.S. $3,500; and3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated;
(ED) the assignee, if it shall not already be a LenderLender of the applicable Class, shall deliver to the Administrative Agent an Administrative Questionnaire Questionnaire;
(E) the assignee shall deliver to the Borrower and all applicable tax forms required pursuant to the Administrative Agent those documents specified in Section 2.16(f); and
(F) any assignment by a Multicurrency Lender shall (unless the Borrower otherwise consents in writing) be made only to an assignee that has agreed to make Revolving Loans pursuant to its Multicurrency Commitment and is able to fund and receive payments in the Agreed Foreign Currencies for which Revolving Loans may be made at the time of such proposed assignments without the need to obtain any authorization referred to in clause (b) of the definition of “Agreed Foreign Currency”.
Appears in 1 contract
Samples: Senior Secured Credit Agreement (AB Private Lending Fund)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments of any Class (including Revolving Credit Loans of such Class)Commitment or Loans, the amount of the Revolving Credit Commitment or Revolving Credit Loans of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than $5,000,000 or, in the case of an assignment of an Incremental Term Loan, $1,000,000, unless each of the Borrower and the Administrative Agent otherwise consent, ; provided that no such consent of the Borrower shall be required if an Event of Default under Section 8.01(a), 8.01(b), 8.01(h), 8.01(i) or 8.01(j) has occurred and is continuing;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, ; provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and3,500 (unless waived in the sole discretion of the Administrative Agent);
(ED) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and all its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable tax forms required pursuant laws, including federal and state securities laws; and
(E) no such assignment shall be made (A) to Section 2.16(fthe Borrower or any of the Borrower’s Affiliates or Subsidiaries or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) to a natural person.
Appears in 1 contract
Samples: Credit Agreement (HMS Holdings Corp)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or Lender, an Affiliate of a Lender or an Approved Fund, Fund or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Term Commitments of any Class or Term Loans, (including Revolving Credit Loans of such Class), 1) the amount of the Revolving Credit Term Commitment or Revolving Credit Term Loans of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than $5,000,000 1,000,000, unless each of the Borrower and the Administrative Agent otherwise consent, ; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuingcontinuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning LenderXxxxxx’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,5003,500 for any assignment to an assignee that is not a Lender or an Affiliate of a Lender (provided that the Administrative Agent may, in its sole discretion, elect to reduce or waive such processing and recordation fee in the case of any assignment) and (2) the assigning Lender shall have paid in full any amounts owing by it to the Administrative Agent; and
(ED) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and all the applicable tax forms required pursuant by Section 2.18(e) and an Administrative Questionnaire in which the assignee designates one or more credit contacts to Section 2.16(f)whom all syndicate-level information (which may contain material non-public information about the Borrower and its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.
Appears in 1 contract
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) 1. except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments of any Class (including Revolving Credit Loans of such Class)Term Loan Commitment or Advances, the amount of the Revolving Credit Term Loan Commitment or Revolving Credit Loans of such Class Advances of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than $5,000,000 3,000,000 unless the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuingconsents;
(B) 2. each partial assignment of any Term Loan Commitments or Advances shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations with respect to the applicable Advance under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one Class of such Term Loan Commitments or Loansand Advances;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) 3. the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption in substantially the form of Exhibit A, together with a processing and recordation fee of $3,500; and3,500 (for which #227178428 no one other than the assignor and the assignee shall be obligated);
(E) 4. the assignee, if it shall not already be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and all applicable tax forms required pursuant a consent to Section 2.16(f)the terms and provisions of the Agency Agreement; and
5. so long as no Event of Default has occurred and is continuing, no assignment shall be made to any Person that does not constitute an Eligible Assignee without the prior written consent of Borrower.
Appears in 1 contract
Samples: Loan Agreement (OppFi Inc.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning LenderXxxxxx’s Revolving Credit Commitments Commitment or Loans and LC Exposure of any Class (including Revolving Credit Loans of such a Class), the amount of the Revolving Credit Commitment or Revolving Credit Loans and LC Exposure of such Class of the assigning Lender 767537780 163 subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, ; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one such Class of Commitments or LoansCommitments, Loans and LC Exposure;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption in substantially the form of Exhibit A hereto (or any other form approved by the Administrative Agent and, to the extent Borrower’s consent is required in connection with such assignment, the Borrower), together with a processing and recordation fee of U.S. $3,500; and3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated;
(ED) the assignee, if it shall not already be a LenderLender of the applicable Class, shall deliver to (x) the Administrative Agent, an Administrative Questionnaire, and (y) to the Administrative Agent an Administrative Questionnaire and all applicable the Borrower, any tax forms or certifications required by Section 2.16; and
(E) any assignment by a Multicurrency Lender shall (unless the Borrower otherwise consents in writing) be made only to an assignee that has agreed to make Loans pursuant to Section 2.16(f)its Multicurrency Commitment and receive payments in the Agreed Foreign Currencies for which Loans may be made at the time of such proposed assignments without the need to obtain any authorization referred to in clause (b)(z) of the definition of “Agreed Foreign Currency”.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (North Haven Private Income Fund a LLC)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments of any Class (including Revolving Credit Commitment or Loans of such Class)and LC Exposure, the amount of the Revolving Credit Commitment or Revolving Credit Loans of such Class and LC Exposure of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than $5,000,000 1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, consents; provided that no such consent of the Borrower shall be required if a Default or an Event of Default has occurred and is continuing;
(B) each partial assignment of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one Class of such Commitments or Loansand Loans and LC Exposure;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of $3,5003,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated (except in the case of an assignment pursuant to Section 2.18(b)); and
(ED) the assignee, if it shall not already be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and all applicable any tax forms required pursuant to under Section 2.16(f)2.15.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Oaktree Strategic Credit Fund)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning LenderXxxxxx’s Revolving Credit Commitments Commitment or Loans and LC Exposure of any Class (including Revolving Credit Loans of such a Class), the amount of the Revolving Credit Commitment or Revolving Credit Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and treating related Approved Funds as one assignee for this purposeAgent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, ; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations Agreement in respect of one such Class of Commitments or LoansCommitments, Loans and LC Exposure;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption in substantially the form of Exhibit A hereto (or any other form approved by the Administrative Agent and, to the extent Borrower’s consent is required in connection with such assignment, the Borrower), together with a processing and recordation fee of U.S. $3,500; and3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated;
(ED) the assignee, if it shall not already be a LenderLender of the applicable Class, shall deliver to (x) the Administrative Agent, an Administrative Questionnaire, and (y) to the Administrative Agent an Administrative Questionnaire and all applicable the Borrower, any tax forms or certifications required by Section 2.16; and
(E) any assignment by a Multicurrency Lender shall (unless the Borrower otherwise consents in writing) be made only to an assignee that has agreed to make Loans pursuant to Section 2.16(f)its Multicurrency Commitment and receive payments in the Agreed Foreign Currencies for which Loans may be made at the time of such proposed assignments without the need to obtain any authorization referred to in clause (b)(z) of the definition of “Agreed Foreign Currency”.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (North Haven Private Income Fund a LLC)
