Lessor Transfers. (a) Lessor shall not assign, convey or otherwise transfer all or any portion of its right, title or interest in, to or under the Leased Property (except pursuant to Article VI of the Lease) or any of the Operative Documents without the prior written consent of Required Lenders, which consent may not be unreasonably withheld, except that without the prior written consent of Required Lenders, Lessor may assign (reserving all rights of Lessor to indemnification relating to the period prior to such transfer) all (but not less than all) of its right, title and interest in, to and under the Leased Property and the Operative Documents to an entity (i) that has a net worth of at least $150,000,000, (ii) that has Credit Suisse First Boston as its general partner, or (iii) the obligations of which under the Operative Documents are guaranteed by Credit Suisse First Boston pursuant to a guaranty reasonably acceptable in form and substance to Lessee. Any such transfer pursuant to this Section 10.3 (x) shall be at Lessor's sole cost and expense, (y) shall not require other changes to the Operative Documents which would alter the obligations of Lessee under any of the Operative Documents and (z) so long as no Lease Event of Default shall be continuing, shall be further conditioned upon Lessor's receipt of Lessee's prior written consent, which consent shall not be unreasonably withheld. So long as no Lease Event of Default shall be continuing, Lessor shall provide at least five (5) Business Days' prior written notice of any such transfer to Lessee. (b) Upon the occurrence and continuance of a Loan Event of Default specified in clause (b), (c), (d) or (e) of Section 6.1 of the Loan Agreement, Agent may (at the direction of the Required Lenders) direct Lessor to transfer, and Lessor shall promptly transfer, to a Eurodollar Lender or another entity (provided that in the case of a transfer to another entity each of the conditions set forth in Section 10.3(a) shall have been satisfied, except that the notice required by the last sentence of Section 10.3(a) may be given by Agent to Lessee) (the "Replacement Lessor") that is willing to accept the same, all of Lessor's right, title, interest, duties and obligations in respect of the Leased Property, the Investment, the Lease and the other Operative Documents (without recourse to Lessor and reserving all rights of Lessor to indemnification relating to the period prior to such transfer) for an amount payable to Lessor in immediately available funds that is equal to the outstanding Investment, accrued and unpaid Yield thereon plus all other amounts then owing to Lessor under the Operative Documents and
Appears in 1 contract
Samples: Participation Agreement (Applied Materials Inc /De)
Lessor Transfers. (a) The Lessor shall not assign, convey or otherwise transfer all or any portion of its right, title or interest in, to or under the any Leased Property (except pursuant to Article VI of a Lessee in accordance with the LeaseLease or to SunTrust Bank) or any of the Operative Documents without the prior written consent of Required Lendersthe Lenders and, which consent may not be unreasonably withheldunless an Event of Default has occurred and is continuing, Concord, except that without the prior written consent of Required Lendersany Lender, but, unless an Event of Default has occurred and is continuing, with the prior written consent of Concord (such consent not to be unreasonably withheld), Lessor may assign (reserving all rights of Lessor to indemnification relating to the period prior to such transfer) all (but not less than all) of its right, title and interest in, to and under the Leased Property Properties and the Operative Documents to an entity any wholly owned, direct or indirect, U.S. subsidiary of SunTrust Banks, Inc. (i) that has a net worth of at least $150,000,000, 75,000,000 or (ii) that has Credit Suisse First Boston as its general partner, or (iii) the obligations of which under the Operative Documents are guaranteed by Credit Suisse First Boston STI or another wholly-owned U.S. subsidiary of SunTrust Banks, Inc., having a net worth of at least $75,000,000. Lessor may, without the consent of the Lenders, the Agent or any Obligor, sell a participation in its rights in the Leased Properties and under the Operative Documents, provided that, unless the holder of such participation is an Affiliate of SunTrust Banks, Inc., such participant shall not be entitled to any greater benefit than the Lessor under the cost protection provisions contained in Section 7.5 of this Master Agreement. Any proposed transferee of the Lessor shall make the representations set forth in Section 4.3 to the other parties hereto.
(b) At any time, the Lessor may add additional Lenders pursuant to a guaranty reasonably acceptable in form and substance to Lessee. Any an Addition Agreement, provided that (i) unless such transfer pursuant to this Section 10.3 (x) shall be at Lessor's sole cost and expenseLender is an Affiliate of any Funding Party, (y) shall not require other changes to the Operative Documents which would alter the obligations of Lessee under any of the Operative Documents and (z) so long as no Lease or an Event of Default shall be has occurred and is continuing, shall be further conditioned upon Lessor's receipt Concord has approved the identity of Lessee's prior written consentsuch Lender, which consent approval shall not be unreasonably withheld. So long as no Lease Event of Default shall be continuing, Lessor shall provide at least five (5) Business Days' prior written notice of any such transfer to Lessee.
(b) Upon the occurrence and continuance of a Loan Event of Default specified in clause (b), (c)ii) after giving effect to such addition, (d) or (e) the Lessor is not in violation of Section 6.1 of the Loan Agreement, Agent may (at the direction of the Required Lenders) direct Lessor to transfer, and Lessor shall promptly transfer, to a Eurodollar Lender or another entity (provided that in the case of a transfer to another entity each of the conditions its covenant set forth in Section 10.3(a5.18(f) and (iii) the Commitment of such additional Lender is at least $1,000,000. On the date any such Lender is added, such Lender shall have been satisfiedmake Loans to the Lessor in an amount equal to such new Lender's Commitment Percentage of the outstanding Funding Amounts, except that which amount shall be applied to reduce the notice required Lessor's Invested Amount. No Lessee shall be responsible for any processing or recording fee or any costs or expenses incurred by the last sentence of Section 10.3(a) may be given by Agent to Lessee) (the "Replacement Lessor") that is willing to accept the same, all of Lessor's right, title, interest, duties and obligations in respect of the Leased Property, the Investment, Agent or any Lender in connection with such addition. Each additional Lender shall make the Lease and representations set forth in Section 4.4 to the other Operative Documents (without recourse to Lessor and reserving all rights of Lessor to indemnification relating to the period prior to such transfer) for an amount payable to Lessor in immediately available funds that is equal to the outstanding Investment, accrued and unpaid Yield thereon plus all other amounts then owing to Lessor under the Operative Documents andparties hereto.
Appears in 1 contract
Samples: Master Agreement (Concord Efs Inc)
Lessor Transfers. (a) The Lessor shall not assign, convey or otherwise transfer all or any portion of its right, title or interest in, to or under the Leased Property (except pursuant to Article VI of the LeaseLessee in accordance with the Lease or to SunTrust Bank) or any of the Operative Documents without the prior written consent of Required Lendersthe Lenders and, which consent may not be unreasonably withheldunless an Event of Default has occurred and is continuing, the Guarantor, except that without the prior written consent of Required Lendersany Lender, but, unless an Event of Default has occurred and is continuing, with the prior written consent of the Guarantor (such consent not to be unreasonably withheld), Lessor may assign (reserving all rights of Lessor to indemnification relating to the period prior to such transfer) all (but not less than all) of its right, title and interest in, to and under the Leased Property and the Operative Documents to an entity any wholly owned, direct or indirect, U.S. subsidiary of STI (i) that has a net worth of at least $150,000,000, 75,000,000 or (ii) that has Credit Suisse First Boston as its general partner, or (iii) the obligations of which under the Operative Documents are guaranteed by Credit Suisse First Boston pursuant STI or another wholly-owned U.S. subsidiary of STI, having a net worth of at least $75,000,000. If requested by the Guarantor or any Lender, STI shall deliver to such requesting party a guaranty reasonably acceptable balance sheet (which may be unaudited) for such subsidiary transferee. Lessor may, without the consent of the Lenders, the Agent or the Guarantor, sell a participation in form its rights in the Leased Property and substance to Lesseeunder the Operative Documents. Any such transfer pursuant proposed transferee of the Lessor shall make the representations set forth in Section 4.4 to the other parties hereto. The foregoing provisions of this Section 10.3 (x6.1(A) shall be at Lessor's sole cost and expensenotwithstanding, (y) shall not require other changes to the Operative Documents which would alter the obligations of Lessee under in any of the Operative Documents and (z) case, so long as no Lease Event of Default shall be has occurred and is continuing, shall be further conditioned upon the Guarantor may reject any proposed transfer, assignment or other disposition of any or all of Lessor's receipt ’s interest in the Leased Property if, in the exercise of Lessee's prior written consentthe Guarantor’s reasonable discretion, such transfer, assignment or disposition causes the Lessee to consolidate the Lessor or any portion of the Lessor under GAAP.
(b) At any time, the Lessor may add additional Lenders pursuant to an Addition Agreement, provided that (i) unless such Lender is an Affiliate of any Funding Party, or an Event of Default has occurred and is continuing, the Guarantor has approved the identity of such Lender, which consent approval shall not be unreasonably withheld. So long as no Lease Event of Default shall be continuing, Lessor shall provide at least five (5) Business Days' prior written notice of any such transfer to Lessee.
(b) Upon the occurrence and continuance of a Loan Event of Default specified in clause (b), (c)ii) after giving effect to such addition, (d) or (e) the Lessor is not in violation of Section 6.1 of the Loan Agreement, Agent may (at the direction of the Required Lenders) direct Lessor to transfer, and Lessor shall promptly transfer, to a Eurodollar Lender or another entity (provided that in the case of a transfer to another entity each of the conditions its covenant set forth in Section 10.3(a5.6(f), (iii) the Commitment of such additional Lender is at least $5,000,000 and (iv) such additional Lender is an Eligible Assignee. On the date any such Lender is added, such Lender shall have been satisfiedmake Loans to the Lessor in an amount equal to such new Lender’s Commitment Percentage of the outstanding Funding Amounts, except that which amount shall be applied to reduce the notice required Lessor’s Invested Amount. Lessee shall not be responsible for any processing or recording fee or any costs or expenses incurred by the last sentence of Section 10.3(a) may be given by Agent to Lessee) (the "Replacement Lessor") that is willing to accept the same, all of Lessor's right, title, interest, duties and obligations in respect of the Leased Property, the Investment, Agent or any Lender in connection with such addition. Each additional Lender shall make the Lease and representations set forth in Section 4.5 to the other Operative Documents (without recourse to Lessor and reserving all rights of Lessor to indemnification relating to the period prior to such transfer) for an amount payable to Lessor in immediately available funds that is equal to the outstanding Investment, accrued and unpaid Yield thereon plus all other amounts then owing to Lessor under the Operative Documents andparties hereto.
Appears in 1 contract
Lessor Transfers. (a) The Lessor shall not assign, convey or otherwise transfer all or any portion of its right, title or interest in, to or under the any Leased Property (except pursuant to Article VI of the Lease) or any of the Operative Documents, except to a Lessee in accordance with the Operative Documents or to SunTrust Bank, without the prior written consent of Required Lendersthe Lenders and, which consent may not be unreasonably withheldunless an Event of Default has occurred and is continuing, ChoicePoint, except that without the prior written consent of Required Lendersany Lender, but, unless an Event of Default has occurred and is continuing, with the prior written consent of ChoicePoint (such consent not to be unreasonably withheld), Lessor may assign (reserving all rights of Lessor to indemnification relating to the period prior to such transfer) all (but not less than all) of its right, title and interest in, to and under the Leased Property Properties and the Operative Documents to any wholly owned, direct or indirect, U.S. subsidiary of SunTrust Banks, Inc. Lessor may, without the consent of the Lenders, the Agent or any Obligor, sell a participation in its rights in the Leased Properties and under the Operative Documents. Any proposed transferee of the Lessor shall make the representation set forth in Section 4.3 to the other parties hereto.
(b) At any time, the Lessor may add additional Lenders pursuant to an entity Addition Agreement, provided that (i) that has a net worth unless such Lender is an Affiliate of at least $150,000,000, (ii) that has Credit Suisse First Boston as its general partnerany Funding Party, or (iii) the obligations of which under the Operative Documents are guaranteed by Credit Suisse First Boston pursuant to a guaranty reasonably acceptable in form and substance to Lessee. Any such transfer pursuant to this Section 10.3 (x) shall be at Lessor's sole cost and expense, (y) shall not require other changes to the Operative Documents which would alter the obligations of Lessee under any of the Operative Documents and (z) so long as no Lease an Event of Default shall be has occurred and is continuing, shall be further conditioned upon Lessor's receipt ChoicePoint has approved the identity of Lessee's prior written consentsuch Lender, which consent approval shall not be unreasonably withheld. So long as no Lease Event of Default shall be continuing, Lessor shall provide at least five (5) Business Days' prior written notice of any such transfer to Lessee.
(b) Upon the occurrence and continuance of a Loan Event of Default specified in clause (b), (c), (d) or (e) of Section 6.1 of the Loan Agreement, Agent may (at the direction of the Required Lenders) direct Lessor to transfer, and (ii) after giving effect to such addition, the Lessor shall promptly transfer, to a Eurodollar Lender or another entity (provided that is not in the case violation of a transfer to another entity each of the conditions its covenant set forth in Section 10.3(a5.2(e) and (iii) the Commitment of such additional Lender is at least $1,000,000. On the date any such Lender is added, such Lender shall have been satisfiedmake Loans to the Lessor in an amount equal to such new Lender's Commitment Percentage of the outstanding Funding Amounts, except that which amount shall be applied to reduce the notice required Lessor's Invested Amount. No Lessee shall be responsible for any processing or recording fee or any costs or expenses incurred by the last sentence of Section 10.3(a) may be given by Agent to Lessee) (the "Replacement Lessor") that is willing to accept the same, all of Lessor's right, title, interest, duties and obligations in respect of the Leased Property, the Investment, the Lease and the other Operative Documents (without recourse to Lessor and reserving all rights of Lessor to indemnification relating to the period prior to Agent or any Lender in connection with such transfer) for an amount payable to Lessor in immediately available funds that is equal to the outstanding Investment, accrued and unpaid Yield thereon plus all other amounts then owing to Lessor under the Operative Documents andaddition.
Appears in 1 contract
Samples: Master Agreement (Choicepoint Inc)