Certain Other Assignments. In addition to any other assignment permitted pursuant to this Section 9.6, each Lender may assign, pledge and/or grant a security interest in, all or any portion of its Loans, the other Obligations owed by or to such Lender, and its Notes, if any, to secure obligations of such Lender including, without limitation, any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve Bank; provided, such Lender, as between the Borrower and such Lender, shall not be relieved of any of its obligations hereunder as a result of any such assignment and pledge, and provided further, in no event shall the applicable Federal Reserve Bank, pledgee or trustee be considered to be a “Lender” or be entitled to require the assigning Lender to take or omit to take any action hereunder. Each of the Borrower and the Company agrees that it shall cooperate with the Administrative Agent with respect to any such assignment, pledge or granting of a security interest, and shall provide the applicable assignee, lender or secured party (either directly or through distribution to the Administrative Agent), as applicable, access to their respective books, records, financial statements, policies, directors, officers and employees, other documents or other information, in each case, as requested by such assignee, lender or secured party, as applicable. Each of the Borrower and the Company agrees that the Lender and the Administrative Agent shall have the right to disclose the terms of this Agreement and the transactions contemplated hereby to any assignee, lender or secured party; provided, however, that each such party shall agree to comply with requirements substantially similar to those set forth in Section 9.22 with respect to any Confidential Information provided thereto. None of the Borrower, the Company or any of their respective Affiliates shall be responsible to pay or bear any costs or expenses in connection with this Section 9.6(i).
Appears in 5 contracts
Samples: Revolving Credit Agreement (OppFi Inc.), Revolving Credit Agreement (OppFi Inc.), Revolving Credit Agreement (OppFi Inc.)
Certain Other Assignments. In addition to any other assignment permitted pursuant to this Section 9.610.6, each (i) any Lender may assign, assign and/or pledge and/or grant a security interest in, all or any portion of its Loans, the other Obligations owed by or to such Lender, and its Notes, if any, to secure obligations of such Lender to any other Person (including, without limitation, any Federal Reserve Bank or any Federal Home Loan Bank) as collateral security (including, without limitation, pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve Bank); provided, such no Lender, as between the Borrower Company and such Lender, shall not be relieved of any of its obligations hereunder as a result of any such assignment and pledge, and provided provided, further, in no event shall the applicable Federal Reserve Bank or Federal Home Loan Bank, or other pledgee or trustee be considered to be a “Lender” or be entitled to require the assigning Lender to take or omit to take any action hereunder. Each hereunder and (ii) any Lender may assign any or all of its rights and obligations under the Borrower and Credit Documents to an Affiliate of such Lender or a Related Fund of such Lender without delivering an Assignment Agreement to the Company agrees that it shall cooperate with or the Administrative Agent or the payment of any processing fee or the giving of the notice called for by Section 10.6(c)(i); provided, that (x) the Credit Parties and the Agents shall continue to deal solely and directly with respect to any such assignment, pledge or granting of a security interest, assigning Lender in connection with the interest so assigned unless such assignee is an Eligible Assignee and until such Lender and such Eligible Assignee shall provide the applicable assignee, lender or secured party (either directly or through distribution have executed and delivered an Assignment Agreement to the Administrative Agent), as applicable, access to their respective books, records, financial statements, policies, directors, officers and employees, other documents or other information, in each case, as requested by such assignee, lender or secured party, as applicable. Each of the Borrower and the Company agrees that the Lender and the Administrative Agent for recordation, (y) the failure of such assigning Lender to deliver an Assignment Agreement to the Company, the Administrative Agent or any other Person shall have not affect the right legality, validity or binding effect of such assignment and (z) the assigning Lender shall maintain a register on behalf of the Company comparable to disclose the terms Register which may be accessed upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requested. For the avoidance of doubt, any assignment contemplated by subclause (ii) above that is effected by delivery of an Assignment Agreement shall be subject to all other requirements set forth in this Section 10.6 for such assignment to be effective. Nothing in this Agreement or any other Credit Document shall prevent or prohibit a Lender from assigning or transferring all of a portion of its rights and delegating all or a portion of its obligations under this Agreement and the transactions contemplated hereby other Credit Documents to any assignee, lender to or secured partyfinancing source of such Lender; provided, however, that each no lender to or financing source of such party Lender shall agree be considered a Lender under this Agreement or any other Credit Document, and such Lender shall continue to comply with requirements substantially similar to those set forth be liable and obligated in Section 9.22 with respect to any Confidential Information provided thereto. None of all respects as a Lender under this Agreement and the Borrowerother Credit Documents (and the Agent, the Company Lenders and the Borrowers shall only be required to communicate with, and otherwise deal with, such Lender as a Lender hereunder and under the other Credit Documents), unless such assignee or any transferee is an Eligible Assignee and until such Eligible Assignee executes an Assignment Agreement and thereby becomes a Lender hereunder and under the other Credit Documents in accordance with the provisions of their respective Affiliates shall be responsible to pay or bear any costs or expenses in connection with this Section 9.6(i)10.6.
Appears in 4 contracts
Samples: Third Lien Loan and Guaranty Agreement (Reliant Pharmaceuticals, Inc.), Second Lien Loan and Guaranty Agreement (Reliant Pharmaceuticals, Inc.), First Lien Loan and Guaranty Agreement (Reliant Pharmaceuticals, Inc.)
Certain Other Assignments. In addition to any other assignment permitted pursuant to this Section 9.6, each Lender may assign, pledge and/or grant a security interest in, all or any portion of its Loans, the other Obligations owed by or to such Lender, and its Notes, if any, to secure obligations of such Lender including, without limitation, any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve Bank; provided, such Lender, as between the Borrower and such Lender, shall not be relieved of any of its obligations hereunder as a result of any such assignment and pledge, and provided further, in no event shall the applicable Federal Reserve Bank, pledgee or trustee be considered to be a “"Lender” " or be entitled to require the assigning Lender to take or omit to take any action hereunder. Each of the Borrower and the Company agrees that it shall cooperate with the Administrative Agent with respect to any such assignment, pledge or granting of a security interest, and shall provide the applicable assignee, lender or secured party (either directly or through distribution to the Administrative Agent), as applicable, access to their respective books, records, financial statements, policies, directors, officers and employees, other documents or other information, in each case, as requested by such assignee, lender or secured party, as applicable. Each of the Borrower and the Company agrees that the Lender and the Administrative Agent shall have the right to disclose the terms of this Agreement and the transactions contemplated hereby to any assignee, lender or secured party; provided, however, that each such party shall agree to comply with requirements substantially similar to those set forth in Section 9.22 with respect to any Confidential Information provided thereto. None of the Borrower, the Company or any of their respective Affiliates shall be responsible to pay or bear any costs or expenses in connection with this Section 9.6(i).
Appears in 3 contracts
Samples: Revolving Credit Agreement (OppFi Inc.), Revolving Credit Agreement (OppFi Inc.), Revolving Credit Agreement (OppFi Inc.)
Certain Other Assignments. (i) In addition to any other assignment permitted pursuant to this Section 9.612.6, each any Lender may assign, assign and/or pledge and/or grant a security interest in, all or any portion of its Revolving Loans, the other Revolving Loan Obligations owed by or to such Lender, and its Revolving Loan Notes, if any, to secure obligations of such Lender including, without limitation, including (i) to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve BankBank and (ii) with respect to any Lender that is a fund that invests in bank loans, to any trustee 125 or holder of obligations owed, or securities issued by, such fund as security for such obligations or securities or to any other representative of such holders; provided, such no Lender, as between the Borrower and such Lender, shall not be relieved of any of its obligations hereunder as a result of any such assignment and pledge, and provided further, in no event shall the applicable Federal Reserve Bank, pledgee trustee or trustee such holder of obligations be considered to be a “"Lender” " or be entitled to require the assigning Lender to take or omit to take any action hereunder. Each .
(ii) At the request of the Borrower in connection with the payment in full of all of the Revolving Loan Obligations, whether by voluntary or mandatory prepayment thereof or on the Maturity Date or otherwise, each Lender shall execute and deliver to the Borrower (or to such Person(s) as the Borrower requests) such documents and instruments as the Borrower reasonably requests to assign all of such Lender's Revolving Loan Obligations (together with all of such Lender's right, title and interest in, to and under all the Revolving Loan Documents) to such Person(s) as the Borrower may direct; provided, that (A) upon the effectiveness of such assignment the Borrower shall execute and deliver to each Lender an instrument pursuant to which the Borrower and the Company agrees that Guarantors release such Lender from all claims under this Agreement and all of the other Revolving Loan Documents and (B) such assignment shall be without recourse to and without any representations or warranties from the assigning Lender. If any such assignment occurs after the issuance to it shall cooperate with of any Revolving Loan Notes hereunder, then upon the Administrative Agent with respect to any effectiveness of such assignment, pledge or granting the assigning Lender shall deliver all of a security interest, and shall provide the applicable assignee, lender or secured party (either directly or through distribution its Revolving Loan Notes to the Administrative Agent), as applicable, access Borrower for cancellation or re-issuance to their respective books, records, financial statements, policies, directors, officers and employees, other documents or other information, in each case, as requested by such assignee, lender or secured party, as applicable. Each of the Borrower and the Company agrees that the Lender and the Administrative Agent shall have the right to disclose the terms of this Agreement and the transactions contemplated hereby to any assignee, lender or secured party; provided, however, that each such party shall agree to comply with requirements substantially similar to those set forth in Section 9.22 with respect to any Confidential Information provided thereto. None of the Borrower, the Company or any of their respective Affiliates shall be responsible to pay or bear any costs or expenses in connection with this Section 9.6(i)new Lender.
Appears in 2 contracts
Samples: Credit Agreement (Calpine Corp), Credit Agreement (Delta Energy Center, LLC)
Certain Other Assignments. In addition to any other assignment permitted pursuant to this Section 9.612.8, each Lender may assign, pledge and/or grant a security interest in, all or any portion of its Loans, the other Obligations owed by or to such Lender, and its Notes, if any, to secure obligations of such Lender including, without limitation, any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve Bank; provided, that such Lender, as between the Borrower Borrowers and such Lender, shall not be relieved of any of its obligations hereunder as a result of any such assignment and pledge; and provided, and provided further, that in no event shall the applicable Federal Reserve Bank, pledgee or trustee be considered to be a “Lender” or be entitled to require the assigning Lender to take or omit to take any action hereunder. Each of the Borrower and the Company Borrowers agrees that it shall cooperate with the Administrative Agent with respect to any such assignment, pledge or granting of a security interest, and shall provide the applicable assignee, lender or secured party (either directly or through distribution to the Administrative Agent), as applicable, access to their respective books, records, financial statements, policies, directors, officers and employees, other documents or other information, in each case, as reasonably requested by such assignee, lender or secured party, as applicable. Each of the Borrower and the Company agrees The Borrowers agree that the each Lender and the Administrative Agent shall have the right to disclose the terms of this Agreement and the transactions contemplated hereby to any assignee, lender or secured party; provided, however, that each such party shall agree to comply with requirements substantially similar to those set forth in Section 9.22 12.25 with respect to any Confidential Information provided thereto. None of the Borrower, the Company or any of their respective Affiliates shall be responsible to pay or bear any costs or expenses in connection with this Section 9.6(i).
Appears in 1 contract
Samples: Senior Secured Loan Agreement (Greenidge Generation Holdings Inc.)
Certain Other Assignments. In addition to any other assignment permitted pursuant to this Section 9.6, each Lender may assign, pledge and/or grant a security interest in, all or any portion of its Loans, the other Obligations owed by or to such Lender, and its Notes, if any, to secure obligations of such Lender including, without limitation, including any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve Bank; provided, such Lender, as between the Borrower and such Lender, shall not be relieved of any of its obligations hereunder as a result of any such assignment and pledge, and provided further, in no event shall the applicable Federal Reserve Bank, pledgee or trustee be considered to be a “Lender” or be entitled to require the assigning Lender to take or omit to take any action hereunder. Each of the Borrower and the Company Parent agrees that it shall cooperate with the Administrative Agent with respect to any such assignment, pledge or granting of a security interest, and shall provide the applicable assignee, lender or secured party (either directly or through distribution to the Administrative Agent), as applicable, access to their respective books, records, financial statements, policies, directors, officers and employees, other documents or other information, in each case, as requested by such assignee, lender or secured party, as applicable. Each of the Borrower and the Company Parent agrees that the each Lender and the Administrative Agent shall have the right to disclose the terms of this Agreement and the transactions contemplated hereby to any assignee, lender or secured party; provided, however, that each such party shall agree to comply with requirements substantially similar to those set forth in Section 9.22 with respect to any Confidential Information provided thereto. None of the Borrower, the Company or any of their respective Affiliates shall be responsible to pay or bear any costs or expenses in connection with this Section 9.6(i).
Appears in 1 contract
Certain Other Assignments. In addition to any other assignment permitted pursuant to this Section 9.6, each Lender may assign, pledge and/or grant a security interest in, all or any portion of its Loans, the other Obligations owed by or to such Lender, and its Notes, if any, to secure obligations of such Lender including, without limitation, any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve Bank; provided, such Lender, as between the Borrower and such Lender, shall not be relieved of any of its obligations hereunder as a result of any such assignment and pledge, and provided further, in no event shall the applicable Federal Reserve Bank, pledgee or trustee be considered to be a “Lender” or be entitled to require the assigning Lender to take or omit to take any action hereunder. Each of the Borrower and the Company agrees that it shall cooperate with the Administrative Agent with respect to any such assignment, pledge or granting of a security interest, and shall provide the applicable assignee, lender or secured party (either directly or through distribution to the Administrative Agent), as applicable, access to their respective books, records, financial statements, policies, directors, officers and employees, other documents or other information, in each case, as requested by such assignee, lender or secured party, as applicable. Each of the Borrower and the Company agrees that the each Lender and the Administrative Agent shall have the right to disclose the terms of this Agreement and the transactions contemplated hereby to any assignee, lender or secured party; provided, however, that each such party shall agree to comply with requirements substantially similar to those set forth in Section 9.22 with respect to any Confidential Information provided thereto. None of the Borrower, the Company or any of their respective Affiliates shall be responsible to pay or bear any costs or expenses in connection with this Section 9.6(i).
Appears in 1 contract
Certain Other Assignments. In addition to any other assignment permitted pursuant to this Section 9.610.6, each without notice to or the consent of Company or Administrative Agent, any Lender may assign, assign and/or pledge and/or grant a security interest in, all or any portion of its Loans, the other Obligations owed by or to such Lender, and its Notes, if any, to secure obligations of such Lender including, without limitation, including any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve Bank; provided, such no Lender, as between the Borrower Company and such Lender, shall not be relieved of any of its obligations hereunder as a result of any such assignment and pledge, and provided further, in no event shall the applicable Federal Reserve Bank, pledgee or trustee be considered to be a “"Lender” " or be entitled to require the assigning Lender to take or omit to take any action hereunder. Each Notwithstanding anything to the contrary contained herein, without notice to or the consent of Company or Administrative Agent, any Lender that is a Fund may create a security interest in all or any portion of the Borrower Loans owing to it and the Company agrees that Notes, if any, held by it shall cooperate to the trustee for holders of obligations owed, or securities issued, by such Fund as security for such obligations or securities; provided that, unless and until such trustee actually becomes a Lender in compliance with the Administrative Agent with respect other provisions of this Section 10.6, (i) no such pledge shall release the pledging Lender from any of its obligations under this Agreement, and (ii) such trustee shall not be entitled to exercise any such assignment, pledge or granting of the rights of a security interest, and shall provide the applicable assignee, lender or secured party (either directly or through distribution to the Administrative Agent), as applicable, access to their respective books, records, financial statements, policies, directors, officers and employees, other documents or other information, in each case, as requested by such assignee, lender or secured party, as applicable. Each of the Borrower and the Company agrees that the Lender and the Administrative Agent shall have the right to disclose the terms of under this Agreement and the transactions contemplated hereby to any assignee, lender or secured party; provided, however, that each Notes even though such party shall agree to comply with requirements substantially similar to those set forth in Section 9.22 trustee may have acquired ownership rights with respect to any Confidential Information provided thereto. None of the Borrower, the Company pledged interest through foreclosure or any of their respective Affiliates shall be responsible to pay or bear any costs or expenses in connection with this Section 9.6(i)otherwise.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Medical Device Manufacturing, Inc.)