Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it) and the Notes held by it; provided that (a) the Administrative Agent and the Borrower (unless such assignment is (i) to any Federal Reserve Bank or (ii) from any Bank which is as Administrative Agent to an affiliate of an Agent) shall have given its prior written consent to such assignment, which consent will not be unreasonably withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations under this Credit Agreement, (c) each Bank shall have a Commitment that is at least $5,000,000 and (d) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Exhibit E hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank hereunder, (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in Section 15.3, be released from its obligations under this Credit Agreement and (iii) Schedule 1.1(a) shall be deemed to be automatically amended to reflect the change in the Banks and each Bank's Commitment and Commitment Percentage resulting from such Assignment and Acceptance.
Appears in 1 contract
Samples: Revolving Credit Agreement (United States Cellular Corp)
Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it) and , the Notes held by itit and its participating interest in the risk relating to any Letters of Credit); provided that
that (a) each of the Administrative Agent and, unless an Event of Default shall have occurred and be continuing, the Borrower (unless such assignment is (i) to any Federal Reserve Bank or (ii) from any Bank which is as Administrative Agent to an affiliate of an Agent) shall have given its prior written consent to such assignment, which consent consent, in the case of the Borrower, will not be unreasonably withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations under this Credit Agreement, (c) each Bank assignment shall have a Commitment be in an amount that is at least a whole multiple of $5,000,000 2,500,000 (or, if less, such Bank's entire Commitment) and (d) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Exhibit E F hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in Section 15.3§20.3, be released from its obligations under this Credit Agreement and (iii) Schedule 1.1(a) shall be deemed to be automatically amended to reflect the change in the Banks and each Bank's Commitment and Commitment Percentage resulting from such Assignment and AcceptanceAgreement.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Fargo Electronics Inc)
Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment with respect to Revolving Credit Loans and the same portion of the Revolving Credit Loans at the time owing to it) and , the Revolving Credit Notes held by itit and its participating interest in the risk relating to any Letters of Credit); provided that
that (a) each of the Administrative Agent and the Borrower (unless such assignment is (i) to any Federal Reserve Bank or (ii) from any Bank which is as Administrative Agent to an affiliate of an Agent) shall have given its prior written consent to such assignment, which consent consent, in the case of the Borrower, will not be unreasonably withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations in respect of the Revolving Credit Loans under this Credit Agreement, (c) each Bank assignment shall have be in an amount of no less than $5,000,000, or, if less, the entire remaining amount of the assigning Bank's interest in the Revolving Credit Loans, or a Commitment that is at least larger integral multiple of $5,000,000 1,000,000, and (d) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Exhibit E H hereto (an "Assignment and Acceptance"), together with any Revolving Credit Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in Section 15.3(S)19.3, be released from its obligations under this Credit Agreement and (iii) Schedule 1.1(a) shall be deemed to be automatically amended to reflect the change in the Banks and each Bank's Commitment and Commitment Percentage resulting from such Assignment and AcceptanceAgreement.
Appears in 1 contract
Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it) and , the Notes held by itit and its participating interest in the risk relating to any Letters of Credit); provided that
that (a) each of the Administrative Agent and, unless a Default or Event of Default shall have occurred and be continuing, the Borrower (unless such assignment is (i) to any Federal Reserve Bank or (ii) from any Bank which is as Administrative Agent to an affiliate of an Agent) Borrowers shall have given its prior written consent to such assignment, which consent consent, in the case of the Borrowers, will not be unreasonably withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations under this Credit Agreement, (c) each Bank assignment shall have a Commitment be in an amount that is at least equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof, (d) each Bank which is a Bank on the date hereof shall retain, free of any such assignment, an amount of its Commitment of not less than $5,000,000, and (de) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined)Register, an Assignment and Acceptance, substantially in the form of Exhibit E D hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in Section 15.3ss.14.3, be released from its obligations under this Credit Agreement and (iii) Schedule 1.1(a) shall be deemed to be automatically amended to reflect the change in the Banks and each Bank's Commitment and Commitment Percentage resulting from such Assignment and Acceptance.Agreement. 78
Appears in 1 contract
Samples: Loan Agreement (Metallurg Inc)
Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it) and the Notes held by it; provided that
(a) the Administrative Agent and the Borrower (unless such assignment is that (i) to any Federal Reserve Bank or (ii) from any Bank which is as Administrative the Agent to an affiliate of an Agent) shall have given its prior written consent to such assignment, which consent will shall not be unreasonably withheld, except that the consent of the Agent shall not be required for any such assignment by Liberty Bank of less than all of its Loans and Commitments hereunder (bii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations under this Credit Agreement, (ciii) each Bank assignment shall have a Commitment be in an amount that is at least a whole multiple of $5,000,000 (or such lesser amount as shall constitute the aggregate 101 holdings of such Bank) and (div) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), an Assignment assignment and Acceptanceacceptance, substantially in the form of Exhibit E EXHIBIT G hereto (an "Assignment and AcceptanceASSIGNMENT AND ACCEPTANCE"), together with any Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Tranche A Bank and/or Tranche B Bank, as the case may be, hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in Section 15.3assignment, be released from its obligations under this Credit Agreement and (iii) Schedule 1.1(a) shall be deemed to be automatically amended to reflect the change in the Banks and each Bank's Commitment and Commitment Percentage resulting from such Assignment and AcceptanceAgreement.
Appears in 1 contract
Samples: Revolving Credit Agreement (Silverleaf Resorts Inc)
Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more Eligible Assignees all or a portion of its interests, rights rights, and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it) and the Notes held by it; provided that
that (a) each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower (unless such assignment is (i) to any Federal Reserve Bank or (ii) from any Bank which is as Administrative Agent to an affiliate of an Agent) shall have given its prior written consent to such assignment, which consent will not be unreasonably withheldwithheld or delayed, (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations under this Credit Agreement, (c) each Bank assignment of less than all of the assigning Bank's rights and obligations under this Credit Agreement, shall have a Commitment that is at least be in an amount equal to $5,000,000 10,000,000 or in integral multiples of $1,000,000 in excess thereof, and (d) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Exhibit E L hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment. Upon such execution, delivery, acceptance acceptance, and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in Section 15.317.3, be released from its obligations under this Credit Agreement and (iii) Schedule 1.1(a) shall be deemed to be automatically amended to reflect the change in the Banks and each Bank's Commitment and Commitment Percentage resulting from such Assignment and AcceptanceAgreement.
Appears in 1 contract
Samples: Revolving Credit Agreement (Alliance Capital Management Lp Ii)
Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it) , and the Notes held by itit and its share of Letter of Credit Exposure); provided that
that (a) each of the Administrative Agent and the Borrower (unless such assignment is (i) to any Federal Reserve Bank or (ii) from any Bank which is as Administrative Agent to an affiliate of an Agent) shall have given its prior written consent to such assignment, which consent will shall not unreasonably be unreasonably withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations under this Credit Agreement, (c) each Bank assignment shall have a Commitment be in an amount that is at least a whole multiple of $5,000,000 1,000,000, and (d) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Exhibit E hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in Section 15.3ss. 18.3, be released from its obligations under this Credit Agreement and (iii) Schedule 1.1(a) shall be deemed to be automatically amended to reflect the change in the Banks and each Bank's Commitment and Commitment Percentage resulting from such Assignment and AcceptanceAgreement.
Appears in 1 contract
Samples: Revolving Credit Agreement (Berkshire Realty Co Inc /De)
Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more Eligible Assignees all or a portion of its interestsinterest, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion all of the Loans at the time owing to it) it and the Notes held by it); provided that
that (a) each of the Administrative Agent and, unless a Default or Event of Default shall have occurred and be continuing, the Borrower (unless such assignment is (i) to any Federal Reserve Bank or (ii) from any Bank which is as Administrative Agent to an affiliate of an Agent) Company shall have given its prior written consent to such assignment, which consent consent, in the case of the Company, will not be unreasonably withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations under this Credit Agreement, Agreement (c) each Bank assignment shall have a Commitment be in an amount that is at least $5,000,000 equal to 100% of such assigning Bank's Commitment and (d) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Exhibit E A hereto (an "Assignment and Acceptance"), together with any Notes Note subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in Section 15.312.3, be released from its obligations under this Credit Agreement and (iii) Schedule 1.1(a) shall be deemed to be automatically amended to reflect the change in the Banks and each Bank's Commitment and Commitment Percentage resulting from such Assignment and AcceptanceAgreement.
Appears in 1 contract
Samples: Multicurrency Revolving Credit and Term Loan Agreement (Teradyne Inc)
Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Revolving Credit Loans at the time owing to it) and , the Revolving Credit Notes held by itit and its participating interest in the risk relating to any Letters of Credit); provided that
(a) the Administrative Agent and the Borrower (unless such assignment is (i) to any Federal Reserve Bank or (ii) from any Bank which is as Administrative Agent to an affiliate of an Agent) shall have given its prior written consent to such assignment, which consent will not be unreasonably withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations under this Credit Agreement, (c) each Bank assignment shall have a Commitment be in an amount that is at least a whole multiple of $5,000,000 (or such smaller amount which represents the assigning Bank's entire Commitment) and (d) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Exhibit E hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in Section 15.3ss.19.3, be released from its obligations under this Credit Agreement and (iii) Schedule 1.1(a) shall be deemed to be automatically amended to reflect the change in the Banks and each Bank's Commitment and Commitment Percentage resulting from such Assignment and AcceptanceAgreement.
Appears in 1 contract
Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it) and the Notes held by it; provided that
that (a) each of the Administrative Agent and, unless a Default or Event of Default shall have occurred and be continuing, the Borrower (unless such assignment is (i) to any Federal Reserve Bank or (ii) from any Bank which is as Administrative Agent to an affiliate of an Agent) shall have given its prior written consent to such assignment, which consent consent, in the case of the Borrower, will not be unreasonably withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations under this Credit Agreement, (c) each Bank assignment shall have a Commitment be in an amount that is at least a whole multiple of $5,000,000 2,000,000, and (d) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Exhibit E hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (ix) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank hereunder, and (iiy) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in Section 15.3ss.18.3, be released from its obligations under this Credit Agreement and (iii) Schedule 1.1(a) shall be deemed to be automatically amended to reflect the change in the Banks and each Bank's Commitment and Commitment Percentage resulting from such Assignment and AcceptanceAgreement.
Appears in 1 contract
Samples: Revolving Credit Agreement (National Auto Finance Co Inc)
Conditions to Assignment by Banks. Except as provided herein, each --------------------------------- Bank may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Revolving Credit Loans at the time owing to it) and , the Notes Revolving Credits held by it); provided that
that (a) each of the Administrative Agent and, unless a Default or Event of -------- Default shall have occurred and be continuing, the Borrower (unless such assignment is (i) to any Federal Reserve Bank or (ii) from any Bank which is as Administrative Agent to an affiliate of an Agent) shall have given its prior written consent to such assignment, which consent consent, in the case of the Borrower, will not be unreasonably withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations under this Credit Agreement, (c) each Bank assignment shall have be in an amount that is a whole multiple of $2,500,000, (d) so long as no Default or Event of Default has occurred and is continuing, BKB shall at all times retain a Commitment that is at least $5,000,000 Percentage of not less than 51%, and (de) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Exhibit E D hereto (an "Assignment and Acceptance"), together with any --------- Revolving Credit Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in Section 15.3(S)18.3, be released from its obligations under this Credit Agreement and (iii) Schedule 1.1(a) shall be deemed to be automatically amended to reflect the change in the Banks and each Bank's Commitment and Commitment Percentage resulting from such Assignment and AcceptanceAgreement.
Appears in 1 contract
Samples: Revolving Credit Agreement (Answer Think Consulting Group Inc)
Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it) and , the Notes held by itit and its participating interest in the risk relating to any Letters of Credit); provided that
(a) the Administrative Agent and the Borrower (unless such assignment is PROVIDED that (i) to any Federal Reserve Bank each of the Agent and, unless a Default or (ii) from any Bank which is as Administrative Agent to an affiliate Event of an Agent) Default shall have occurred and be continuing, the Borrower shall have given its prior written consent to such assignment, which consent consent, in the case of each of the Agent and the Borrower, will not be unreasonably withheld, (bii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations under this Credit Agreement, (ciii) each Bank assignment shall have a Commitment be in an amount that is at least a whole multiple of $500,000 and in an amount not less than $5,000,000 or 100% of such assigning Bank's remaining Commitment, and (div) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Exhibit E EXHIBIT H hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in Section 15.319.3, be released from its obligations under this Credit Agreement and (iii) Schedule 1.1(a) shall be deemed to be automatically amended to reflect the change in the Banks and each Bank's Commitment and Commitment Percentage resulting from such Assignment and AcceptanceAgreement.
Appears in 1 contract
Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it) and , the Notes held by itit and its risk associated with the Letters of Credit); provided that
PROVIDED that (a) each of the Administrative Agent and the Borrower (unless such assignment is (i) to any Federal Reserve Bank or (ii) from any Bank which is as Administrative Agent to an affiliate of an Agent) shall have given its prior written consent to such assignment, which consent consent, in each case, will not be unreasonably withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations under this Credit Agreement, (c) each Bank assignment shall have a Commitment be in an amount that is at least a minimum of $5,000,000 10,000,000 or integral multiples of $1,000,000 in excess thereof, and (d) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Exhibit E EXHIBIT H attached hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in Section 15.3ss.17.3 hereof, be released from its obligations under this Credit Agreement and (iii) Schedule 1.1(a) shall be deemed to be automatically amended to reflect the change in the Banks and each Bank's Commitment and Commitment Percentage resulting from such Assignment and AcceptanceAgreement.
Appears in 1 contract
Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more Eligible Assignees commercial banks, other financial institutions or other Persons, all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it) and , the Notes held by itit and its participating interest in the risk relating to any Letters of Credit); provided that
that (a) each of the Administrative Agent and, unless a Default or Event of Default shall have occurred and be continuing, the Borrower (unless such assignment is (i) to any Federal Reserve Bank or (ii) from any Bank which is as Administrative Agent to an affiliate of an Agent) Company shall have given its prior written consent to such assignment, which consent consent, in the case of the Company and the Agent, will not be unreasonably withheld; except that the consent of the Company or the Agent shall not be required in connection with any assignment by a Bank to (i) an existing Bank or (ii) a Bank Affiliate of such Bank, (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations under this Credit Agreement, (c) each assignment (or, in the case of assignments by a Bank to its Bank Affiliates, the aggregate holdings of such Bank and its Bank Affiliates after giving effect to such assignments), shall have be in a Commitment that is at least minimum amount equal to $10,000,000 or a multiple of $5,000,000 in excess thereof (or, if less, such Bank's entire Commitment), and (d) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Exhibit E G hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (iy) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank hereunder, and (iiz) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in Section 15.3section 20.3, be released from its obligations under this Credit Agreement and (iii) Schedule 1.1(a) shall be deemed to be automatically amended to reflect the change in the Banks and each Bank's Commitment and Commitment Percentage resulting from such Assignment and AcceptanceAgreement.
Appears in 1 contract
Conditions to Assignment by Banks. Except as provided herein, each --------------------------------- Bank may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Revolving Credit Loans at the time owing to it) and , the Revolving Credit Notes held by itit and its participating interest in the risk relating to any Letters of Credit); provided that
(a) the Administrative Agent and the Borrower (unless such assignment is that (i) to any Federal Reserve Bank each Agent and, unless a Default or (ii) from any Bank which is as Administrative Agent to an affiliate Event of an Agent) Default -------- shall have occurred and be continuing, the Borrower, shall have given its prior written consent to such assignment, which consent consent, in the case of the Borrower, will not be unreasonably withheld, (bii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations under this Credit Agreement, (ciii) each Bank assignment shall have a Commitment be in an amount that is at least a whole multiple of $5,000,000 or the entire amount of such Bank's Commitment, and (div) the parties to such assignment shall execute and deliver to the Administrative Loan and Collateral Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Exhibit E hereto (an "Assignment and Acceptance"), together with any Revolving ------- - ------------------------- Credit Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Administrative Loan and Collateral Agent of the registration fee referred to in Section 15.3(S)19.3, be released from its obligations under this Credit Agreement and (iii) Schedule 1.1(a) shall be deemed to be automatically amended to reflect the change in the Banks and each Bank's Commitment and Commitment Percentage resulting from such Assignment and AcceptanceAgreement.
Appears in 1 contract
Samples: Revolving Credit Agreement (California Steel Industries Inc)
Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it) and , the Notes held by itit and its participating interest in the risk relating to any Letters of Credit); provided that
(a) the Administrative Agent and the Borrower (unless such assignment is PROVIDED that (i) to any Federal Reserve Bank each of the Agent and, unless a Default or (ii) from any Bank which is as Administrative Agent to an affiliate Event of an Agent) Default shall have occurred and be continuing, the Borrowers shall have given its or their prior written consent to such assignment, which consent consent, in the case of the Borrowers, will not be unreasonably withheld, (bii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations under this Credit Agreement, (ciii) each Bank assignment shall have a Commitment be in an amount that is at least a whole multiple of $5,000,000 2,500,000, and (div) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Exhibit E EXHIBIT D hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in Section 15.319.3, be released from its obligations under this Credit Agreement and (iii) Schedule 1.1(a) shall be deemed to be automatically amended to reflect the change in the Banks and each Bank's Commitment and Commitment Percentage resulting from such Assignment and AcceptanceAgreement.
Appears in 1 contract
Samples: Revolving Credit Agreement (American Restaurant Group Inc)
Conditions to Assignment by Banks. Except as provided herein, each ---------- -- ---------- -- ----- Bank may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Revolver Commitment Percentage and Commitment with respect to Revolving Credit Loans and the same portion of the Revolving Credit Loans at the time owing to it) and , the Revolving Credit Notes held by itit and its participating interest in the risk relating to any Letters of Credit); provided that
-------- that (a) each of the Administrative Agent and the Borrower (unless such assignment is (i) to any Federal Reserve Bank or (ii) from any Bank which is as Administrative Agent to an affiliate of an Agent) shall have given its prior written consent to such assignment, which consent consent, in the case of the Borrower, will not be unreasonably withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations in respect of the Revolving Credit Loans under this Credit Agreement, (c) each Bank assignment shall have be in an amount of no less than $2,500,000, or, if less, the entire remaining amount of the assigning Bank's interest in the Revolving Credit Loans, or a Commitment that is at least larger integral multiple of $5,000,000 1,000,000, and (d) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Exhibit E D hereto (an "Assignment and Acceptance"), together with any --------- Revolving Credit Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in Section 15.3(S)19.3, be released from its obligations under this Credit Agreement and (iii) Schedule 1.1(a) shall be deemed to be automatically amended to reflect the change in the Banks and each Bank's Commitment and Commitment Percentage resulting from such Assignment and AcceptanceAgreement.
Appears in 1 contract
Conditions to Assignment by Banks. Except as otherwise provided herein, each Bank may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it) , and the Notes Note held by it and the Letter of Credit Participations purchased by it); provided that
that (ai) each of the Administrative Agent and the Borrower (unless such assignment is (i) to any Federal Reserve Bank or (ii) from any Bank which is as Administrative Agent to an affiliate of an Agent) Company shall have given its -------- prior written consent to such assignment, which consent in the case of the Company will not be unreasonably withheld, (bii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations under this Credit Agreement, (ciii) each Bank assignment shall have a Commitment be in an amount that is at least $5,000,000 5,000,000, (iv) each Bank which is a party to this Agreement on the date hereof shall, in connection with any such assignment, either assign one hundred percent (100%) of its rights and obligations under this Agreement or shall retain at least an interest therein equal to at least fifty percent (50%) of the interest held by it on the date hereof, and (dv) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Exhibit E hereto (an "Assignment and Acceptance"), together with any Notes ------- - Note subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank hereunder, (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in Section 15.3, be released from its obligations under this Credit Agreement and (iii) Schedule 1.1(a) shall be deemed to be automatically amended to reflect the change in the Banks and each Bank's Commitment and Commitment Percentage resulting from such Assignment and Acceptance.
Appears in 1 contract
Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans Advances at the time owing to it) and the Notes held by it; provided that
that (a) each of the Administrative Agent and the Borrower (unless such assignment is (i) to any Federal Reserve Bank or (ii) from any Bank which is as Administrative Agent to an affiliate of an Agent) shall have given its prior written consent to such assignment, which consent consent, in the case of the Borrower, will not be unreasonably withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations under this Credit Agreement, (c) each Bank assignment shall have a Commitment be in an amount that is at least a whole multiple of $5,000,000 3,000,000, and (d) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Exhibit E N hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (ia) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank hereunder, and (iib) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in Section 15.319.3 hereof, be released from its obligations under this Credit Agreement and (iii) Schedule 1.1(a) shall be deemed to be automatically amended to reflect the change in the Banks and each Bank's Commitment and Commitment Percentage resulting from such Assignment and AcceptanceAgreement.
Appears in 1 contract
Samples: Construction and Term Loan Agreement (Trailer Bridge Inc)
Conditions to Assignment by Banks. Except as provided herein, each --------------------------------- Bank may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it) and the Notes held by it; provided that
(a) the Administrative Agent and the Borrower (unless such assignment is that (i) to any Federal Reserve Bank -------- each of the Agent and, unless a Default or (ii) from any Bank which is as Administrative Agent to an affiliate Event of an Agent) Default shall have occurred and be continuing, the Borrower shall have given its prior written consent to such assignment, which consent consent, in the case of the Borrower and the Agent, will not be unreasonably withheld, (bii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations under this Credit Agreement, (ciii) each assignment shall be in an amount that is a whole multiple of $1,000,000, and (iv) each Bank which is a Bank on the date hereof shall have a retain, free of any such assignment, an amount of its Commitment that is at least of not less than $5,000,000 1,000,000, and (dv) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Exhibit E ------- - hereto (an -70- "Assignment and Acceptance"), together with any Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in Section 15.3(S)17.3, be released from its obligations under this Credit Agreement and (iii) Schedule 1.1(a) shall be deemed to be automatically amended to reflect the change in the Banks and each Bank's Commitment and Commitment Percentage resulting from such Assignment and AcceptanceAgreement.
Appears in 1 contract
Samples: Revolving Credit Agreement (New England Business Service Inc)
Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it) and , the Notes held by itit and its participating interest in the risk relating to any Letters of Credit, German Loans and German Collateral Instruments); provided that
that (a) each of the Administrative Agent and, unless a Default or Event of Default shall have occurred and be continuing, the Borrower (unless such assignment is (i) to any Federal Reserve Bank or (ii) from any Bank which is as Administrative Agent to an affiliate of an Agent) Borrowers shall have given its prior written consent to such assignment, which consent consent, in the case of the Borrowers, will not be unreasonably withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations under this Credit Agreement, (c) each Bank assignment shall have a Commitment be in an amount that is at least equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof, (d) each Bank which is a Bank on the Restatement Date shall retain, free of any such assignment, an amount of its Commitment of not less than $5,000,000, and (de) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined)Register, an Assignment and Acceptance, substantially in the form of Exhibit E D hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in Section 15.314.3, be released from its obligations under this Credit Agreement and (iii) Schedule 1.1(a) shall be deemed to be automatically amended to reflect the change in the Banks and each Bank's Commitment and Commitment Percentage resulting from such Assignment and AcceptanceAgreement.
Appears in 1 contract
Samples: Loan Agreement (Metallurg Inc)
Conditions to Assignment by Banks. Except as provided herein, each --------------------------------- Bank may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it) and , the Notes held by itit and its participating interest in the risk relating to any Letters of Credit); provided that
-------- that (a) each of the Administrative Agent and, unless a Default or Event of Default shall have occurred and be continuing, the Borrower (unless such assignment is (i) to any Federal Reserve Bank or (ii) from any Bank which is as Administrative Agent to an affiliate of an Agent) Borrowers shall have given its prior written consent to such assignment, which consent consent, in the case of the Borrowers, will not be unreasonably withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations under this Credit Agreement, (c) each Bank assignment shall have a Commitment be in an amount that is at least a whole multiple of $5,000,000 1,000,000 and (d) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in form and substance satisfactory to the form of Exhibit E hereto Agent (an "Assignment and Acceptance"), together with any Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in Section 15.3(S)13.3, be released from its obligations under this Credit Agreement and (iii) Schedule 1.1(a) shall be deemed to be automatically amended to reflect the change in the Banks and each Bank's Commitment and Commitment Percentage resulting from such Assignment and AcceptanceAgreement.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (CMG Information Services Inc)
Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it) and , the Notes held by it); provided that
PROVIDED that (a) each of the Administrative Agent and, unless a Default or Event of Default shall have occurred and be continuing, the Borrower (unless such assignment is (i) to any Federal Reserve Bank or (ii) from any Bank which is as Administrative Agent to an affiliate of an Agent) shall have given its prior written consent to such assignment, which consent consent, in the case of the Borrower, will not be unreasonably withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations under this Credit Agreement, (c) each Bank assignment shall have a Commitment be in an amount that is at least a whole multiple of $5,000,000 2,500,000 (or such smaller amount if representing the entire Commitment being assigned) and (d) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Exhibit EXHIBIT E hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in Section 15.320.3, be released from its obligations under this Credit Agreement and (iii) Schedule 1.1(a) shall be deemed to be automatically amended to reflect the change in the Banks and each Bank's Commitment and Commitment Percentage resulting from such Assignment and AcceptanceAgreement.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Stride & Associates Inc)
Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment or Gold Commitment and Gold Commitment Percentage, as the case may be, and the same portion of the Loans or Fair Market Value of Consigned Precious Metal at the time owing to it) and , the Notes held by itit and its participating interest in the risk relating to any Letters of Credit); provided that
that (a) each of the Administrative Agent Agents and, unless a Default or an Event of Default shall have occurred and be continuing, the Borrower (unless such assignment is (i) to any Federal Reserve Bank or (ii) from any Bank which is as Administrative Agent to an affiliate of an Agent) Borrower, shall have given its prior written consent to such assignment, which consent consent, in the case of the Borrower, will not be unreasonably withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations under this Credit Agreementthe Dollar Facility or, as the case may be, the Gold Facility, (c) each Bank assignment shall have a Commitment be in an amount that is at least equal to $5,000,000 5,000,000, and (d) the parties to such assignment shall execute and deliver to the Administrative AgentAgents, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Exhibit E L hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Administrative Agent Agents of the registration fee referred to in Section 15.322.3, be released from its obligations under this Credit Agreement and (iii) Schedule 1.1(a) shall be deemed to be automatically amended to reflect the change in the Banks and each Bank's Commitment and Commitment Percentage resulting from such Assignment and AcceptanceAgreement.
Appears in 1 contract
Samples: Revolving Credit, Term Loan and Gold Consignment Agreement (Marks Bros Jewelers Inc)
Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it) and , the Notes held by itit and its participating interest in the risk relating to any Letters of Credit); provided that
that (a) each of the Administrative Agent and, unless a Default or Event of Default shall have occurred and be continuing, the Borrower (unless such assignment is (i) to any Federal Reserve Bank or (ii) from any Bank which is as Administrative Agent to an affiliate of an Agent) shall have given its prior written consent to such assignment, which consent consent, in the case of the Borrower, will not be unreasonably withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations under this Credit Agreement, (c) each Bank assignment shall have a Commitment be in an amount that is at least a whole multiple of $5,000,000 and (d) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Exhibit E D hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in Section 15.319.3, be released from its obligations under this Credit Agreement and (iii) Schedule 1.1(a) shall be deemed to be automatically amended to reflect the change in the Banks and each Bank's Commitment and Commitment Percentage resulting from such Assignment and AcceptanceAgreement.
Appears in 1 contract
Samples: Revolving Credit Agreement (Cabot Microelectronics Corp)
Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more Eligible Assignees commercial banks, other financial institutions or other Persons, all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it) and , the Notes held by itit and its participating interest in the risk relating to any Letters of Credit); provided that
that (a) each of the Administrative Agent and, unless a Default or Event of Default shall have occurred and be continuing, the Borrower (unless such assignment is (i) to any Federal Reserve Bank or (ii) from any Bank which is as Administrative Agent to an affiliate of an Agent) Company shall have given its prior written consent to such assignment, which consent consent, in the case of the Company and the Agent, will not be unreasonably withheld; except that the consent of the Company or the Agent shall not be required in connection with any assignment by a Bank to (i) an existing Bank or (ii) a Bank Affiliate of such Bank, (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations under this Credit Agreement, (c) each assignment (or, in the case of assignments by a Bank to its Bank Affiliates, the aggregate holdings of such Bank and its Bank Affiliates after giving effect to such assignments), shall have be in a Commitment that is at least minimum amount equal to $10,000,000 or a multiple of $5,000,000 in excess thereof (or, if less, such Bank's entire Commitment), and (d) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Exhibit E G hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (iy) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank hereunder, and (iiz) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in Section 15.320.3, be released from its obligations under this Credit Agreement and (iii) Schedule 1.1(a) shall be deemed to be automatically amended to reflect the change in the Banks and each Bank's Commitment and Commitment Percentage resulting from such Assignment and AcceptanceAgreement.
Appears in 1 contract
Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it) it and the Notes held by it); provided that
that (ai) each of the Administrative Agent and, unless (x) a Default or Event of Default shall have occurred and the Borrower (unless such assignment is (i) to any Federal Reserve Bank be continuing or (iiy) from any Bank which the Assignee is as Administrative Agent to an affiliate Affiliate of an Agent) the assigning Bank, the Company shall have given its prior written consent to such assignment, which consent will not be unreasonably withheld, (bii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations under this Credit Agreement, (ciii) each Bank assignment shall have a Commitment be in an amount that is at least a whole multiple of $5,000,000 and 10,000,000, (div) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined)Register, an Assignment and Acceptance, substantially in the form of Exhibit E hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment, and (v) the Company shall not, at the time of such assignment, incur any additional expenses solely as a result of such assignment other than as contemplated under Subsection 11.4 hereof. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in Section 15.3, be released from its obligations under this Credit Agreement and (iii) Schedule 1.1(a) shall be deemed to be automatically amended to reflect the change in the Banks and each Bank's Commitment and Commitment Percentage resulting from such Assignment and Acceptance.the
Appears in 1 contract
Samples: Revolving Credit Agreement (Leucadia National Corp)
Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it) it and the Notes held by it); provided that
that (ai) each of the Administrative Agent and, unless (x) a Default or Event of Default shall have occurred and the Borrower (unless such assignment is (i) to any Federal Reserve Bank be continuing or (iiy) from any Bank which the Assignee is as Administrative Agent to an affiliate Affiliate of an Agent) the assigning Bank, the Company shall have given its prior written consent to such assignment, which consent will not be unreasonably withheld, (bii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations under this Credit Agreement, (ciii) each Bank assignment shall have a Commitment be in an amount that is at least a whole multiple of $5,000,000 and 2,500,000, (div) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined)Register, an Assignment and Acceptance, substantially in the form of Exhibit E hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment, and (v) the Company shall not, at the time of such assignment, incur any additional expenses solely as a result of such assignment other than as contemplated under Section 11.4 hereof. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in Section 15.311.3, be released from its obligations under this Credit Agreement and (iii) Schedule 1.1(a) shall be deemed to be automatically amended to reflect the change in the Banks and each Bank's Commitment and Commitment Percentage resulting from such Assignment and AcceptanceAgreement.
Appears in 1 contract
Samples: Revolving Credit Agreement (Leucadia National Corp)
Conditions to Assignment by Banks. (a) Except as otherwise provided herein, each Bank may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it) , and the Notes Note held by it and the Letter of Credit Participations purchased by it); provided that
that (ai) each of the Administrative Agent and the Borrower (unless such assignment is (i) to any Federal Reserve Bank or (ii) from any Bank which is as Administrative Agent to an affiliate of an Agent) Company shall have given its -------- prior written consent to such assignment, which consent in the case of the Company will not be unreasonably withheld, (bii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations under this Credit Agreement, (ciii) each Bank assignment shall have a Commitment be in an amount that is at least $5,000,000 and (div) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Exhibit E hereto (an "Assignment and ------- - Acceptance"), together with any Notes Note subject to such assignment. .
(b) Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank hereunder, hereunder and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration negotiation fee referred to in Section 15.3(S)17.3, be released from its obligations under this Credit Agreement and (iii) Schedule 1.1(a) shall be deemed to be automatically amended to reflect the change in the Banks and each Bank's Commitment and Commitment Percentage resulting from such Assignment and Acceptanceother Loan Documents.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Sterling Commerce Inc)
Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it) and , the Notes held by itit and its participating interest in the risk relating to any Letters of Credit); provided that
that (a) each of the Administrative Agent -------- and, unless a Default or Event of Default shall have occurred and be continuing, the Borrower (unless such assignment is (i) to any Federal Reserve Bank or (ii) from any Bank which is as Administrative Agent to an affiliate of an Agent) shall have given its prior written consent to such assignment, which consent consent, in the case of the Borrower, will not be unreasonably withheld, (b) each if such assignment is to an Eligible Assignee which is not an existing bank, then such assignment shall be either such Bank's entire interest or be in an amount that is $2,500,000 or a multiple of a constant$1,000,000 in excess thereof, and not a varying, percentage of all the assigning Bank's rights and obligations under this Credit Agreement, (c) each Bank shall have a Commitment that is at least $5,000,000 and (d) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Exhibit E F hereto (an "Assignment and ------- - Acceptance"), together with any Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in Section 15.3(S)20.3, be released from its obligations under this Credit Agreement and (iii) Schedule 1.1(a) shall be deemed to be automatically amended to reflect the change in the Banks and each Bank's Commitment and Commitment Percentage resulting from such Assignment and AcceptanceAgreement.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Mapics Inc)
Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Revolving Credit Loans at the time owing to it) it and the Revolving Credit Notes held by it; provided that
that (a) each of the Administrative Agent and, unless a Default or Event of Default shall have occurred and be continuing, the Borrower (unless such assignment is (i) to any Federal Reserve Bank or (ii) from any Bank which is as Administrative Agent to an affiliate of an Agent) shall have given its prior written consent to such assignment, which consent consent, in the 61 63 case of the Borrower, will not be unreasonably withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations under this Credit Agreement, (c) each Bank assignment shall have a Commitment be in an amount that is at least a whole multiple of $5,000,000 1,000,000 (d) each Bank which is a Bank on the date hereof shall retain, free of any such assignment, an amount of its Commitment of not less than $1,000,000 and (de) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Exhibit E D hereto (an "Assignment and Acceptance"), together with any Revolving Credit Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (ix) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank hereunder, and (iiy) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in Section 15.318.3, be released from its obligations under this Credit Agreement and (iii) Schedule 1.1(a) shall be deemed to be automatically amended to reflect the change in the Banks and each Bank's Commitment and Commitment Percentage resulting from such Assignment and AcceptanceAgreement.
Appears in 1 contract
Samples: Revolving Credit Agreement (Bridgestreet Accommodations Inc)
Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it) , and the Revolving Credit Notes held by it; provided that
(a) the Administrative Agent and the Borrower (unless such assignment is (i) to any Federal Reserve Bank or (ii) from any Bank which is as Administrative Agent to an affiliate of an Agent) shall have given its their prior written consent to such assignment, which consent will not be unreasonably withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations under this Credit Agreement, (c) each Bank assignment shall have a Commitment be in an amount that is at least a whole multiple of $5,000,000 1,000,000, (d) each Bank which is a Bank on the date hereof shall retain, free of any such assignment, an amount of its Commitment of not less than $10,000,000 and (de) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Exhibit E hereto (an "Assignment and Acceptance"), together with any Revolving Credit Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in Section 15.3ss.17.3, be released from its obligations under this Credit Agreement. Notwithstanding the foregoing, BKB shall at all times during the effectiveness of this Agreement and (iii) Schedule 1.1(a) shall be deemed to be automatically amended to reflect the change in the Banks and each Bank's Commitment and Commitment Percentage resulting from such Assignment and Acceptancemaintain a minimum commitment of $24,000,000.
Appears in 1 contract
Samples: Credit Agreement (NVR Inc)
Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it) and , the Notes held by itit and its participating interest in the risk relating to any Letters of Credit); provided that
(a) the Administrative Agent and the Borrower (unless such assignment is PROVIDED that (i) to any Federal Reserve Bank each of the Agent and, unless a Default or (ii) from any Bank which is as Administrative Agent to an affiliate Event of an Agent) Default shall have occurred and be continuing, the Borrower shall have given its prior written consent to such assignment, which consent consent, in the case of the Borrower, will not be unreasonably withheld, (bii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations under this Credit Agreement, (ciii) each assignment shall be in an amount that is a whole multiple of $5,000,000, (iv) each Bank which is a Bank on the date hereof shall have a retain, free of any such assignment, an amount of its Commitment that is at least of not less than $5,000,000 10,000,000 and (dv) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Exhibit E EXHIBIT D hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in Section 15.3[Section]19.3, be released from its obligations under this Credit Agreement and (iii) Schedule 1.1(a) shall be deemed to be automatically amended to reflect the change in the Banks and each Bank's Commitment and Commitment Percentage resulting from such Assignment and AcceptanceAgreement.
Appears in 1 contract
Samples: Revolving Credit Agreement (Hadco Acquisition Corp)
Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it) and , the Notes held by itit and its participating interest in the risk relating to any Letters of Credit); provided that
that (a) each of the Administrative Agent and, unless a Default or Event of Default shall have occurred and be continuing, the Borrower (unless such assignment is (i) to any Federal Reserve Bank or (ii) from any Bank which is as Administrative Agent to an affiliate of an Agent) shall have given its prior written consent to such assignment, which consent consent, in the case of the Agent and the Borrower, will not be unreasonably withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations under this Credit AgreementAgreement and shall be made pro rata between the Revolving Credit Loan and Term Loan, (c) each Bank assignment shall have a Commitment be in an amount that is at least a whole multiple of $5,000,000 (or, if less, such Bank's entire Commitment), and (d) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Exhibit E G hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in Section 15.319.3, be released from its obligations under this Credit Agreement and (iii) Schedule 1.1(a) shall be deemed to be automatically amended to reflect the change in the Banks and each Bank's Commitment and Commitment Percentage resulting from such Assignment and AcceptanceAgreement.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Western Digital Corp)
Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it) and , the Notes held by itit and its participating interest in the risk relating to any Letters of Credit); provided that
(a) the Administrative Agent and the Borrower (unless such assignment is that (i) other than assignments from a Bank to any Federal Reserve Bank its Affiliate, each of the Agent and, unless a Default or (ii) from any Bank which is as Administrative Agent to an affiliate Event of an Agent) Default shall have occurred and be continuing, the Borrowers shall have given its prior written consent to such assignment, which consent will not be unreasonably withheld, (bii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations under this Credit Agreement, (ciii) each Bank assignment shall have a Commitment be in an amount that is at least a whole multiple of $5,000,000 5,000,000.00 and (dv) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Exhibit E hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and 114 -106- after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in Section 15.319.3, be released from its obligations under this Credit Agreement and (iii) Schedule 1.1(a) shall be deemed to be automatically amended to reflect the change in the Banks and each Bank's Commitment and Commitment Percentage resulting from such Assignment and AcceptanceAgreement.
Appears in 1 contract
Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it) and the Notes held by it; provided that
(a) the Administrative Agent and the Borrower (unless such assignment is that (i) to any Federal Reserve Bank or (ii) from any Bank which is as Administrative the Agent to an affiliate of an Agent) shall have given its prior written consent to such assignment, which consent will shall not be unreasonably withheld, (bii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations under this Credit Agreement, (ciii) each Bank assignment shall have a Commitment be in an amount that is at least a whole multiple of $5,000,000 (or such lesser amount as shall constitute the aggregate holdings of such Bank), and (div) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), an Assignment assignment and Acceptanceacceptance, substantially in the form of Exhibit EXHIBIT E hereto (an "Assignment and AcceptanceASSIGNMENT AND ACCEPTANCE"), together with any Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in Section 15.3assignment, be released from its obligations under this Credit Agreement and (iii) Schedule 1.1(a) shall be deemed to be automatically amended to reflect the change in the Banks and each Bank's Commitment and Commitment Percentage resulting from such Assignment and AcceptanceAgreement.
Appears in 1 contract
Samples: Revolving Credit Agreement (Silverleaf Resorts Inc)
Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Facility A Commitment Percentage and Facility A Commitment and the same portion of its Facility B Commitment Percentage and Facility B Commitment, and the same portion of the Facility A Loans and Facility B Loans at the time owing to it) and , the applicable Notes held by it, and its participating interest in the risk relating to any Letters of Credit); provided that
(a) the Administrative Agent and the Borrower (unless such assignment is that (i) to any Federal Reserve Bank each of the Agent and, unless a Default or (ii) from any Bank which is as Administrative Agent to an affiliate Event of an Agent) Default shall have occurred and be continuing, the Borrower shall have given its prior written consent to such assignment, which consent will not be unreasonably withheld, (bii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations under this Credit Agreement, (ciii) except for assignments to a Person who is already a Bank, each Bank assignment shall have a Commitment be in an amount that is at least a whole multiple of $5,000,000 (or, if less, such Bank's entire Total Commitment), and (div) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Exhibit E hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in Section 15.319.3, be released from its obligations under this Credit Agreement and (iii) Schedule 1.1(a) shall be deemed to be automatically amended to reflect the change in the Banks and each Bank's Commitment and Commitment Percentage resulting from such Assignment and AcceptanceAgreement.
Appears in 1 contract
Samples: Revolving Credit Agreement (Rollins Truck Leasing Corp)
Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it) and , the Notes held by itit and its participating interest in the risk relating to any Letters of Credit); provided that
(a) the Administrative Agent and the Borrower (unless such assignment is (i) to any Federal Reserve Bank or (ii) from any Bank which is as Administrative Agent to an affiliate of an Agent) shall have given its prior written consent to such assignment, which consent will not be unreasonably withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations under this Credit Agreement, (c) each Bank assignment shall have a Commitment be in an amount that is at least a whole multiple of $5,000,000 5,000,000, and (d) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Exhibit E G hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in Section 15.3ss.20.3, be released from its obligations under this Credit Agreement and (iii) Schedule 1.1(a) shall be deemed to be automatically amended to reflect the change in the Banks and each Bank's Commitment and Commitment Percentage resulting from such Assignment and AcceptanceAgreement.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Morgan Group Inc)
Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it) and , the Notes held by itit and its participating interest in the risk relating to any Letters of Credit); provided that
(a) the Administrative Agent and the Borrower (unless such assignment is PROVIDED that (i) to any Federal Reserve Bank each of the Agent and, unless a Default or (ii) from any Bank which is as Administrative Agent to an affiliate Event of an Agent) Default shall have occurred and be continuing, the Company shall have given its prior written consent to such assignment, which consent consent, in the case of the Company, will not be unreasonably withheld, (bii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations under this Credit Agreement, (ciii) each Bank assignment shall have a Commitment be in an amount that is at least a whole multiple of $5,000,000 1,000,000 and (div) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Exhibit E EXHIBIT K hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in Section 15.3, 10.3 be released from its obligations under this Credit Agreement and (iii) Schedule 1.1(a) shall be deemed to be automatically amended to reflect the change in the Banks and each Bank's Commitment and Commitment Percentage resulting from such Assignment and AcceptanceAgreement.
Appears in 1 contract
Samples: Secured Revolving Credit Agreement (Picturetel Corp)
Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it) and the Revolving Credit Notes held by it; provided that
(a) the Administrative Agent and the Borrower (unless such assignment is PROVIDED that (i) to any Federal Reserve Bank or (ii) from any Bank which is as Administrative the Agent to an affiliate of an Agent) shall have given its prior written consent to such assignment, which consent will not be unreasonably withheld, (bii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations under this Credit Agreement, (ciii) concurrently with each such assignment, the assigning Bank shall assign to the same Eligible Assignee the same percentage of such Bank's rights and obligations under the OI Revolving Credit Agreement, (iv) each Bank assignment shall have a Commitment be in an amount that is at least $a whole multiple of 5,000,000 or such Bank's entire commitment and (dv) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Exhibit EXHIBIT E hereto (an "Assignment and Acceptance"), together with any Revolving Credit Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in Section 15.3ss.17.3, be released from its obligations under this Credit Agreement and (iii) Schedule 1.1(a) shall be deemed to be automatically amended to reflect the change in the Banks and each Bank's Commitment and Commitment Percentage resulting from such Assignment and AcceptanceAgreement.
Appears in 1 contract
Samples: Revolving Credit Agreement (Outsource International Inc)
Conditions to Assignment by Banks. Except as provided herein, each --------------------------------- Bank may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Revolving Credit Loans at the time owing to it) and , the Revolving Credit Notes held by it); provided that
that (a) each of the Administrative Agent and, unless a Default or Event -------- of Default shall have occurred and be continuing, the Borrower (unless such assignment is (i) to any Federal Reserve Bank or (ii) from any Bank which is as Administrative Agent to an affiliate of an Agent) shall have given its prior written consent to such assignment, which consent consent, in the case of the Borrower, will not be unreasonably withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations under this Credit Agreement, (c) each Bank assignment shall have a Commitment be in an amount that is at least a whole multiple of $5,000,000 1,000,000 and (d) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in form and substance satisfactory to the form of Exhibit E hereto Agent (an "Assignment and Acceptance"), together with any Revolving Credit Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in Section 15.3(S)11.3, be released from its obligations under this Credit Agreement and (iii) Schedule 1.1(a) shall be deemed to be automatically amended to reflect the change in the Banks and each Bank's Commitment and Commitment Percentage resulting from such Assignment and AcceptanceAgreement.
Appears in 1 contract
Samples: Revolving Credit Agreement (CMG Information Services Inc)
Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage Percentage, Revolving Credit Commitment, and Commitment and the same a portion of the Revolving Credit Loans at the time owing to it) and , the Notes held by itit and its participating interest in any Letters of Credit); provided that
that (a) each of the Administrative Agent and the Borrower (unless such assignment is (i) to any Federal Reserve Bank or (ii) from any Bank which is as Administrative Agent to an affiliate of an Agent) shall have given its their prior written consent to such assignmentthe proposed Eligible Assignee, which consent consent, in the case of the Borrower, will not be unreasonably withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank's ’s rights and obligations with respect to the Revolving Credit Loans, and the Term Loans under this Credit Agreement, (c) each assignment shall be at least in an amount equal to $5,000,000 (or in an amount equal to such assigning Bank’s interest hereunder, if less than $5,000,000), (d) the assigning Bank shall have a Commitment that is at least pay an assignment fee in an amount equal to $5,000,000 3,500 per assignment to the Agent, and (de) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Exhibit E hereto (an "“Assignment and Acceptance"”), together with any Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in Section 15.3§19.3, be released from its obligations under this Credit Agreement and (iii) Schedule 1.1(a) shall be deemed to be automatically amended to reflect the change in the Banks and each Bank's Commitment and Commitment Percentage resulting from such Assignment and AcceptanceAgreement.
Appears in 1 contract
Samples: Revolving Credit Agreement (Weider Nutrition International Inc)
Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it) , and the Notes held by it; provided that
that (a) the Administrative Agent and the Borrower (unless such assignment is (i) to any Federal Reserve Bank or (ii) from any Bank which is as Administrative Agent to an affiliate of an Agent) shall have given its prior written consent to such assignment, which consent will not be unreasonably withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations under this Credit Agreement, (c) each Bank assignment shall have a Commitment be in an amount that is at least $5,000,000 5,000,000.00 and is a whole multiple of $1,000,000, (d) each Bank which is a Bank on the date hereof shall retain, free of any such assignment, an amount of its Commitment of not less than $5,000,000.00, (e) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in form and substance as established by the form of Exhibit E hereto Agent (an "Assignment and Acceptance"), together with any Notes subject to such assignment, and (f) as to assignments to Eligible Assignees that are not Banks, and provided no Event of Default exists, then with the prior approval of the Borrower, which approval shall not be unreasonably withheld or delayed. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in Section 15.317.3, be released from its further obligations under this Credit Agreement and (iii) Schedule 1.1(a) shall be deemed to be automatically amended to reflect the change in extent of the Banks and each Bank's Commitment and Commitment Percentage resulting from such Assignment and Acceptanceinterest assigned.
Appears in 1 contract
Samples: Credit Agreement (Rottlund Co Inc)
Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it) and the Notes held by itTerm Note); provided that
that (a) each of the Administrative Agent and, unless an Event of Default shall have occurred and be continuing, the Borrower (unless such assignment is (i) to any Federal Reserve Bank or (ii) from any Bank which is as Administrative Agent to an affiliate of an Agent) shall have given its prior written consent to such assignment, which consent consent, in the case of the Borrower, will not be unreasonably withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations under this Credit Agreement, (c) each Bank assignment shall have a Commitment that is be in an amount of at least $5,000,000 5,000,000, and each Bank shall retain, free of any such assignment, an amount of not less than $5,000,000, and (d) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Exhibit E EXHIBIT F hereto (an "Assignment and Acceptance"), together with any Term Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in Section 15.316.3, be released from its obligations under this Credit Agreement and (iii) Schedule 1.1(a) shall be deemed to be automatically amended to reflect the change in the Banks and each Bank's Commitment and Commitment Percentage resulting from such Assignment and AcceptanceAgreement.
Appears in 1 contract
Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it) and , the Notes held by itit and its participating interest in the risk relating to any Letters of Credit); provided that
(a) the Administrative Agent and the Borrower (unless such assignment is PROVIDED that (i) to any Federal Reserve Bank or (ii) from any Bank which is as Administrative each of the Agent to and, unless an affiliate Event of an Agent) Default shall have occurred and be continuing, the Borrower shall have given its prior written consent to such assignment, which consent consent, in the case of the Borrower, will not be unreasonably withheld, (bii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations under this Credit Agreement, (ciii) each Bank assignment shall have be in a Commitment that is at least minimum amount of $5,000,000 and (div) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Exhibit E EXHIBIT D hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in Section 15.319.3, be released from its obligations under this Credit Agreement and (iii) Schedule 1.1(a) shall be deemed to be automatically amended to reflect the change in the Banks and each Bank's Commitment and Commitment Percentage resulting from such Assignment and AcceptanceAgreement.
Appears in 1 contract
Samples: Revolving Credit Agreement (Charlotte Russe Holding Inc)
Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it) it and the Notes held by it); provided that
that (i) either (a) the Administrative Agent and the Borrower (unless such assignment is (i) to any Federal Reserve another Bank or an affiliate of the assigning Bank or (iib) from any Bank which is as Administrative an Agent to an affiliate and, unless a Default or Event of an Agent) Default shall have occurred and be continuing, the Borrower shall have given its prior written consent to such assignment, which consent will not be unreasonably withheld, (bii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations under this Credit Agreement, (ciii) each Bank assignment shall have be in a Commitment that is at least minimum amount of $5,000,000 10,000,000 or a larger integral multiple of $1,000,000 in excess thereof and (div) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Exhibit E D hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in Section 15.3ss.20.3, be released from its obligations under this Credit Agreement and (iii) Schedule 1.1(a) shall be deemed to be automatically amended to reflect the change in the Banks and each Bank's Commitment and Commitment Percentage resulting from such Assignment and AcceptanceAgreement.
Appears in 1 contract
Conditions to Assignment by Banks. Except as provided herein, ---------- -- ---------- -- ----- each Bank may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it) it and the Notes held by it); provided that
that (ai) each of the Administrative Agent and, unless (x) a Default or Event of Default shall have occurred and the Borrower (unless such assignment is (i) to any Federal Reserve Bank be continuing or (iiy) from any Bank which the Assignee is as Administrative Agent to an affiliate Affiliate of an Agent) the assigning Bank, the Company shall have given its prior written consent to such assignment, which consent will not be unreasonably withheld, (bii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations under this Credit Agreement, (ciii) each Bank assignment shall have a Commitment be in an amount that is at least a whole multiple of $5,000,000 and 2,500,000, (div) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined)Register, an Assignment and Acceptance, substantially in the form of Exhibit E hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment, and (v) the Company shall not, at the time of such assignment, incur any additional expenses solely as a result of such assignment other than as contemplated under Section 11.4 hereof. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in Section 15.311.3, be released from its obligations under this Credit Agreement and (iii) Schedule 1.1(a) shall be deemed to be automatically amended to reflect the change in the Banks and each Bank's Commitment and Commitment Percentage resulting from such Assignment and AcceptanceAgreement.
Appears in 1 contract
Samples: Revolving Credit Agreement (Leucadia National Corp)
Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it) , and the Notes held by it); provided that
(a) the Administrative Agent and the Borrower (unless such assignment is (i) to any Federal Reserve Bank or (ii) from any Bank which is as Administrative Agent to an affiliate of an Agent) shall have given its prior written consent to such assignment, which consent will not be unreasonably withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations under this Credit Agreement, (c) each Bank assignment shall have a Commitment be in an amount that is at least $5,000,000 5,000,000.00 and is a whole multiple of $1,000,000.00, (d) each Bank which is a Bank on the date hereof shall retain, free of any such assignment, an amount of its Commitment of not less than $5,000,000.00, (e) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in form and substance as established by the form of Exhibit E hereto Agent (an "Assignment and Acceptance"), together with any Notes subject to such assignment, and (f) as to assignments to Eligible Assignees that are not Banks, and provided no Event of Default exists, then with the prior approval of the Borrower, which approval shall not be unreasonably withheld or delayed. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in Section 15.317.3, be released from its further obligations under this Credit Agreement and (iii) Schedule 1.1(a) shall be deemed to be automatically amended to reflect the change in extent of the Banks and each Bank's Commitment and Commitment Percentage resulting from such Assignment and Acceptanceinterest assigned.
Appears in 1 contract
Samples: Credit Agreement (Rottlund Co Inc)
Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it) and , the Notes held by itit and its participating interest in the risk relating to any Letters of Credit); provided that
that (a) each of the Administrative Agent and, unless a Default or Event of -------- Default shall have occurred and be continuing, the Borrower (unless such assignment is (i) to any Federal Reserve Bank or (ii) from any Bank which is as Administrative Agent to an affiliate of an Agent) shall have given its prior written consent to such assignment, which consent consent, in the case of the Borrower, will not be unreasonably withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations under this Credit Agreement, (c) each Bank assignment shall have a Commitment be in an amount that is at least a whole multiple of $5,000,000 1,000,000 and (d) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in form and substance satisfactory to the form of Exhibit E hereto Agent (an "Assignment and Acceptance"), together with any Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in Section 15.3(S)13.3, be released from its obligations under this Credit Agreement and (iii) Schedule 1.1(a) shall be deemed to be automatically amended to reflect the change in the Banks and each Bank's Commitment and Commitment Percentage resulting from such Assignment and AcceptanceAgreement.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (CMG Information Services Inc)
