Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.
Appears in 6 contracts
Samples: Credit Agreement (SelectQuote, Inc.), Credit Agreement (SelectQuote, Inc.), Credit Agreement (SelectQuote, Inc.)
Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments Commitment or Loans owing to it or other Obligations (provided that pro rata assignments shall not be required and its each assignment shall be of a uniform, and not varying, percentage of all rights and obligations with under, and in respect of, any applicable Loan and any related Commitments), to Loans and Letters of Credit) to any Eligible Assignee; provided that (i) any existing Lender unless the assignee is a Lender, the consent of the Administrative Agent and the L/C Issuer shall be required (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written each such consent (which consent shall not to be unreasonably withheld or delayed, except in connection with ) and (ii) unless either (x) the assignee is a proposed assignment to any Disqualified InstitutionLender or an Affiliate of a Lender or a Related Fund or (y) of the Administrative Agent, and, as long as no an Event of Default is continuingexists, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and Borrower shall be required (each L/C Issuer that is a Lender (which such consent of L/C Issuer and the not to be unreasonably withheld, conditioned or delayed; it being understood that Borrower shall will be deemed to have been given unless provided such consent in the event that it shall have failed to respond to a consent request made in writing and delivered in accordance with Section 10.1 within 10 Business Days of such delivery); provided that each such assignment of Loans or Commitments pursuant to this Section 10.6(c) shall be in an objection is delivered aggregate amount of not less than $5,000,000 (or such lesser amount as may be agreed to by Borrower and the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to or as shall constitute the Borrower) (each aggregate amount of the Persons described in clauses (i)Loans or the total Commitment, (ii) and (iii) being called herein an “Eligible Assignee”respectively, of the assigning Lender); provided, however, that (w) the Related Funds of any individual Lender may aggregate their Loans for purposes of determining compliance with such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect minimum assignment amounts. Notwithstanding anything to the Revolving Loans or the Term Loancontrary contained herein, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject under no obligation to determine whether an assignee is an Eligible Assignee and shall have no responsibility for monitoring or enforcing the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person requirement that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale only Eligible Assignees shall be null and voidLenders.
Appears in 4 contracts
Samples: Credit and Guaranty Agreement (Cit Group Inc), Credit and Guaranty Agreement (Cit Group Inc), Credit and Guaranty Agreement (Cit Group Inc)
Right to Assign. (i) Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or , (iii) any Person that is simultaneously purchasing all or substantially all of such Lender’s loan portfolio, or (iv) any other Person reasonably acceptable (other than which acceptance shall not be unreasonably withheld or delayed) to the Borrower and its SubsidiariesAdministrative Agent and, a natural Person or, so as long as no Event of Default under Section 9.1(a) or (e) is then continuing, a Disqualified Institutionthe Borrower; provided, that (v) with no Lender may sell, transfer, negotiate or assign any rights or obligations hereunder to any Permitted Investor, Parent, the prior written Borrower or any Affiliate or Subsidiary of any of the foregoing, except as permitted by clauses (ii) and (iii) below, (w) any Assignment of Revolving Credit Commitments shall require the consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each the L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i)Issuer, (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (wx) such Sales do not have to be ratable between the Revolving Loan and the Term Loan Facilities but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loana Facility, (xy) for each LoanFacility, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit L/C Obligations subject to any such Sale shall be in a minimum amount an integral multiple of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility Facility or is made with the prior written consent (which consent shall not be unreasonably withheld or delayed) of the Borrower (to the extent Borrower’s consent as long as no Event of Default is otherwise requiredcontinuing) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may which consent shall not be assigned, unreasonably withheld or delayed) and (z) the Borrower shall exercise commercially reasonable efforts to respond to a request for consent to an Assignment within ten Business Days after having received notice of such Assignment (provided, that for the avoidance of doubt, failure to respond to such request shall be deemed to be consent). Notwithstanding the foregoing, any such Sales by Defaulting Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.;
Appears in 4 contracts
Samples: Credit Agreement (Francesca's Holdings CORP), Credit Agreement (Francesca's Holdings CORP), Credit Agreement (Francesca's Holdings CORP)
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event Credit Party or an Affiliate of Default is then continuing, a Disqualified InstitutionCredit Party) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with ) to Administrative Agent and each L/C Issuer that is a proposed assignment to any Disqualified Institution) of the Administrative Agent, Lender and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower Representative (which such consent of L/C Issuer and the Borrower acceptances shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale sale is delivered to the BorrowerBorrower Representative) (each it being understood that GE Capital may sell a portion of its Commitments to other entities for which GE Capital and its affiliates have agreed to service and manage those Commitments without any such acceptance from Administrative Agent, L/C Issuer or the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”Borrower Representative); provided, however, that (wv) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term LoanLoans, (xw) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower Representative (to the extent Borrower’s consent is otherwise required) and Administrative Agent, (x) such Sales shall be effective only upon the acknowledgement in writing of such Sale by Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s and the Borrower Representative’s prior written consent in all instances, unless in connection with instances (such sale, such Non-Funding Lender cures, consent by the Borrower Representative not to be unreasonably withheld or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(vdelayed). The Administrative Agent’s refusal to accept a Sale to a Credit Party, (a) a holder of other Subordinated Indebtedness of a Credit Party or an Affiliate of such a holder, holder or to a (b) any Person that would be a Non-Funding cannot (either directly or Impacted Lenderthrough an Applicable Designee) lend to the Canadian Borrower, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, in each case, shall not be deemed to be unreasonable. In no event shall any Lender Sell Sale of all or a portion of any Loan Lender’s rights and obligations hereunder (including all or Commitment a portion of its Commitments and its rights and obligations with respect to Borrower Loans and Letters of Credit) to a Credit Party or any Subsidiary thereof and any such purported Sale shall an Affiliate of a Credit Party be null and voidpermitted.
Appears in 3 contracts
Samples: Credit Agreement (Axiall Corp/De/), Credit Agreement (Axiall Corp/De/), Credit Agreement (Georgia Gulf Corp /De/)
Right to Assign. Each Lender may sellCommitment, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitmentparticipation therein, other Obligation or rights under this Agreement may in whole or in part (i) be assigned, in any amount to another Lender, or to an Affiliate of the assigning Lender or another Lender, or may be pledged by a Lender in support of its obligations to such pledgee (without releasing the pledging Lender from any of its obligations hereunder) or (ii) be assigned in an aggregate amount of not less than $1,000,000 (or such lesser amount (A) if contemporaneous assignments approved by Administrative Agent in its sole discretion aggregating not less than $1,000,000 are being made by one or more Eligible Assignees which are Affiliates or (B) as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and participations therein, and other obligations of the assigning Lender) to any Eligible Assignee, in each case, with the giving of notice to the Borrower and the Administrative Agent; provided that (x) the assignee shall represent that it has the financial resources to fulfill its commitments hereunder and such assignment is consented to by the Administrative Agent (not to be unreasonably withheld or delayed), and, at any time other than when a Specified Event of Default has occurred and is continuing, such assignee shall be acceptable to the Borrower, such consent not to be unreasonably withheld or delayed. To the extent of any such assignment in accordance with clause (i) or (ii) above, the Revolver Agent assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, other Obligations or rights under this Agreement, or the portion thereof so assigned. The assignor or assignee to each such assignment shall execute and each L/C Issuer that is deliver to Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $2,000 in respect of assignments other than assignments to or from any Arranger (it being understood only one such fee shall be payable in the case of concurrent assignments by a Lender (which to one or more Affiliates), and in each case such consent of L/C Issuer and forms, certificates or other evidence, if any, with respect to tax withholding matters as the Borrower shall assignee under such Assignment Agreement may be deemed required to have been given unless an objection is delivered deliver to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered pursuant to the Borrower) (each of the Persons described in clauses (iSection 2.16(f), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Las Vegas Sands Corp), Revolving Credit Agreement (Las Vegas Sands Corp), Revolving Credit Agreement (Las Vegas Sands Corp)
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of CreditLoans) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or Lender)or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, Agent and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower (which such consent acceptances of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and Term Loan or between the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Loans and Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, an Affiliate of a Credit Party, a holder of other Indebtedness of a Credit Party subordinated indebtedness or an Affiliate of such a holder, or to a Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.
Appears in 3 contracts
Samples: Credit Agreement (Zoe's Kitchen, Inc.), Credit Agreement (Zoe's Kitchen, Inc.), Credit Agreement (Zoe's Kitchen, Inc.)
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or Lender)or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent Agents and each L/C Issuer that is a Lender and, as long as no Specified Event of Default is continuing, the Borrowers (which such consent acceptances of L/C Issuer and the Borrower Borrowers shall be deemed to have been given unless an objection is delivered to the Administrative US Agent within ten five (105) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”Borrowers); provided, however, that (wv) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender (and its Affiliates and Approved Funds) with respect to the US Revolving Loans or and Canadian Revolving Loans (and the Term LoanCommitments with respect thereto), (xw) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,0001,000,000 with respect to each of the US Revolving Loan Commitment and the Canadian Revolving Loan Commitment, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower Borrowers (to the extent Borrower’s Borrowers’ consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver AgentAgents, (yx) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (zy) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender Lenders shall be subject to the Administrative Agent’s Agents’ prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v) and (z) the Borrowers’ consent shall be required (and may be withheld in the Borrowers’ discretion notwithstanding the foregoing) with respect to an assignment to (I) any Person identified on the List of Identified Financial Institutions prepared by Borrowers and delivered to US Agent prior to the Closing Date (as such list is in effect on the Closing Date without any revision or update thereto not consented to in writing by US Agent in its sole discretion), which List of Identified Financial Institutions shall be provided to any Lender (or prospective Lender) upon such Lender’s (or prospective Lender’s) request and (II) a Person (A) who is set forth on the List of Competitors (which List of Competitors shall be provided to any Lender (or prospective Lender) upon such Lender’s (or prospective Lender’s) request) prepared by Borrowers and delivered to US Agent prior to the Closing Date (as such list may be updated not more than two (2) times during any twelve (12) consecutive month period; provided any new Person added to such list shall be reasonably determined by US Agent and Borrowers to be in direct competition with the business of the Borrowers as conducted on the date hereof) (each Person included on such List of Competitors, a “Competitor”), (B) a Person who owns, directly or indirectly, a majority of the equity securities of a Competitor (such Person, a “Competitor Owner”), (C) a Person who is controlled by a Competitor Owner (for the purposes hereof, “control” being the power to direct or cause the direction of management and policies of a person, whether by contract or otherwise) or (D) a direct or indirect Subsidiary of a Competitor; provided, further, that the List of Identified Financial Institutions shall not be permitted to be updated more than one (1) time during any twelve (12) consecutive month period or, in any event, without the consent of US Agent. The Administrative Neither any Agent nor any assigning Lender shall have any duty to inquire as to whether any prospective Lender is a Person described in the preceding clauses (I) or (II), nor shall any Agent or any assigning Lender incur any liability to any Credit Party or any other Person for consummating a Sale to a Person described in the preceding clauses (I) or (II), it being agreed to and understood that the applicable Assignment shall contain representations and warranties by the assignee Lender that it is not a Person described in the preceding clauses (I) or (II) and such assignee Lender shall be solely liable for any breach of such representation and warranty. An Agent’s refusal to accept a Sale to a Credit Party, an Affiliate of a Credit Party, a holder of other Subordinated Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.
Appears in 3 contracts
Samples: Non Competition Agreement (Thermon Holding Corp.), Non Competition Agreement (Thermon Holding Corp.), Credit Agreement (Thermon Holding Corp.)
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (in each case, other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with person); provided that any such Sale shall require the prior written consent (which consent shall not to be unreasonably withheld withheld, conditioned or delayed, except in connection with a proposed assignment to any Disqualified Institution) of (x) the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, (y) in the case of any Sale of a Revolving Loan, Letter of Credit Loan Commitments or Revolving Loan CommitmentLoans, the Revolver Agent and each L/C Issuer that and (z) in the case of any Sale pursuant to clause (iii) above, so long as (x) no Event of Default under Section 7.01(a), (f), or (g) is a Lender continuing and (y) no Triggering Financial Covenant Default is continuing, the Borrower (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each provided that (1) other than at any time during which (x) an Event of the Persons described in clauses (iDefault under Section 7.01(a), (iif), or (g) is continuing or (y) a Triggering Financial Covenant Default is continuing, the Borrower’s consent shall in all cases be required (and may be withheld in the Borrower’s discretion notwithstanding the foregoing) with respect to a Sale to a Disqualified Lender and (iii2) being called herein the Borrower’s consent shall not be required for any assignment by the initial Lender of the Term Loans to those institutions identified by the Administrative Agent to the Borrower on or prior to the Closing Date in connection with the primary syndication of the Term Loans) (each an “Eligible Assignee”); provided, however, that (wA) such Sales do shall not have be required to be ratable between the Revolving Loan Loans and the Term Loan Loans or between any outstanding Classes of Term Loans but must shall be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loan Commitments, Revolving Loans or the Term LoanLoans so assigned, (xB) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (yC) such Sales shall be effective only upon the acknowledgment in writing of such Sale by the Agent, (D) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (zE) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such saleSale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection Section 1.11(e)(v)) and (F) in no event may Holdings or any of its Subsidiaries or any of their respective Affiliates (including the Sponsor or any Affiliate thereof) be an Eligible Assignee. The Administrative Agent’s refusal to accept a Sale to, or the imposition of additional conditions or limitations (including limitations on voting) upon Sales to a Credit Party, a holder of other Junior Indebtedness of a Credit Party or an Affiliate of such a holderholder (in each case other than a Credit Party in accordance with Section 9.9(g)), or to a Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In Notwithstanding anything to the contrary contained herein, in no event shall any Lender Sell any Loan or Commitment to Borrower may Holdings or any Subsidiary thereof and of its Subsidiaries or any such purported Sale shall of their respective Affiliates (including the Sponsor or any Affiliate thereof) be null and voidan Eligible Assignee.
Appears in 2 contracts
Samples: Credit Agreement (Lulu's Fashion Lounge Holdings, Inc.), Credit Agreement (Lulu's Fashion Lounge Holdings, Inc.)
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or Lender)or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, Agent and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Lender, (which such consent acceptances of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term LoanLoans, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection Section 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, an Affiliate of a Credit Party, a holder of other Subordinated Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.
Appears in 2 contracts
Samples: Credit Agreement (Rentech Nitrogen Partners, L.P.), Credit Agreement (Rentech Nitrogen Partners, L.P.)
Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments Commitment or Loans owing to it or other Obligations (provided, however, that each assignment shall be of a uniform, and its not varying, percentage of all rights and obligations with under and in respect of any Loan or Commitment of any Class (it being understood that assignments shall not be required to Loans be pro rata among Classes of Commitments and Letters of CreditLoans) to any Person meeting the criteria of clause (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event definition of Default is then continuing, a Disqualified Institution) the term of “Eligible Assignee” with the prior written consent of (which x) Administrative Agent (such consent shall not to be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no or (y) unless an Event of Default is under Section 8.01(a), Section 8.01(f) or Section 8.01(g) hereof shall have occurred and then be continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower (which such consent of L/C Issuer and not to be unreasonably withheld or delayed) provided that, (x) the Borrower shall be deemed to have been given consented to an assignment of all or a portion of the Term Loans unless an objection is delivered it shall have objected thereto by written notice to the Administrative Agent within ten five (105) Business Days after having received notice thereof and (y) the Borrower shall be deemed to have consented to an assignment of all or a portion of the Revolving Loans and Revolving Commitments (or Extended Revolving Commitments, as applicable) unless it shall have objected thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof, except that in the case of an assignment by a Lender to any Lender or an Affiliate or Related Fund of any Lender (limited, in the case of each Class of Revolving Loans and the related commitments, to a Lender, Affiliate or Related Fund of any Lender under any such Class of Revolving Loans), only notice to the Borrower and Administrative Agent will be required; provided, that each such assignment pursuant to this Section 10.06(c) to a new Lender shall be in an aggregate amount of not less than (i) in the case of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i)Revolving Commitment, $5,000,000 and (ii) in the case of a Term Loan, $250,000 (or, in each case, such lesser amount as (x) may be agreed to by Borrower and Administrative Agent, (iiiy) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between shall constitute the Revolving aggregate amount of the Loan and of the Term Loan but must be ratable among the obligations owing to and owed by such assigning Lender with respect to the Revolving Loans Class being assigned or (z) may be the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject assigned by an assigning Lender to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Related Fund of such Lender) with respect to the assignment of Loans. Notwithstanding the foregoing, unless an Event of Default under Section 8.01(a), Section 8.01(f) or Section 8.01(g) hereof shall have occurred and then be continuing, no assignment by any existing Lender, is Lender of all or any portion of its rights and obligations under this Agreement shall be permitted without the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent andif, in the case of after giving effect to any Sale of a Revolving Loanproposed assignment to such Person, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) Person would hold more than 25% of the definition aggregate principal amount of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof then outstanding Loans and any such purported Sale shall be null and voidundrawn Commitments.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Och-Ziff Capital Management Group LLC), Credit and Guaranty Agreement (Och-Ziff Capital Management Group LLC)
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of CreditLoans) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and Representative or its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified InstitutionAffiliates) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, Agent and, as so long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”)Representative; provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, and Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, and (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v)status. The Administrative Agent’s refusal to accept a Sale to a Credit Loan Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holderLoan Party, or to a Person that would be (or could reasonably be expected to become) a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.
Appears in 2 contracts
Samples: Credit Agreement (Rush Enterprises Inc \Tx\), Credit Agreement (Rush Enterprises Inc \Tx\)
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of CreditLoans) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender), (iii) any Permitted Transferee or (iiiiv) any other Person (other than the Borrower and Representative or its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified InstitutionAffiliates) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, Agent and, as so long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”)Representative; provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, and Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, and (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v)status. The Administrative Agent’s refusal to accept a Sale to a Credit Loan Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holderLoan Party, or to a Person that would be (or could reasonably be expected to become) a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.
Appears in 2 contracts
Samples: Credit Agreement (Rush Enterprises Inc \Tx\), Credit Agreement (Rush Enterprises Inc \Tx\)
Right to Assign. Each Term Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect the Term Loan owing to Loans and Letters of Creditit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Term Lender), (ii) any Affiliate or Approved Fund of any existing Term Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, that is not a natural Person orPerson) acceptable to the Term Agent and, so long as no Event of Default has occurred and is then continuing, a Disqualified Institution) with the prior written consent Borrower Representative (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given given, other than with respect to a purported assignment to a Disqualified Lender, unless an objection is delivered to the Administrative Term Agent in writing within ten (10) Business Days after a notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”Borrower Representative); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate commitment and/or outstanding principal amount (determined as of the effective date Closing Date of the applicable Assignment) of the Loans, Commitments and Letter portion of Credit Obligations the Term Loan subject to any such Sale shall be in a minimum amount of $1,000,0001,000,000 and increments of $500,000 in excess thereof, unless such Sale is made to an existing Term Lender or an Affiliate or Approved Fund of any existing Term Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Term Agent, (x) such Sales shall be effective only upon the acknowledgement in writing of such Sale by the Term Agent, and (y) interest accrued, and fees accrued prior to and through the date of any such Sale may not be assigned. Without limiting the foregoing, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender no Sale shall be subject made to the Administrative Agent’s prior written consent in all instances(i) a Borrower or an Affiliate of a Borrower, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, (ii) a holder of other Subordinated Indebtedness of a Credit Party or an Affiliate of such a holderholder or (iii) a Disqualified Xxxxxx. Notwithstanding anything in this Section 8.9 to the contrary, any assignment or to a Person participation that would be a Non-Funding prohibited by or Impacted Lender, or violate the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale FCC’s Equity/Debt Plus Attribution Standard shall be null and voidprohibited.
Appears in 2 contracts
Samples: Term Loan Agreement (Mediaco Holding Inc.), Term Loan Agreement (Mediaco Holding Inc.)
Right to Assign. (i) Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or , (iii) any Person that is simultaneously purchasing all or substantially all of such Lender’s loan portfolio, or (iv) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent reasonably acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, Agent and the L/C Issuer and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) no Lender may sell, transfer, negotiate or assign any rights or obligations hereunder to any Permitted Investor, Parent, the Borrower or any Affiliate or Subsidiary of any of the foregoing, except as permitted by clause (ii) below, (x) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term LoanLender, (xy) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit L/C Obligations subject to any such Sale shall be in a minimum amount an integral multiple of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, 2,500,000 and (z) the Borrower shall exercise commercially reasonable efforts to respond to a request for consent to an Assignment within ten Business Days after having received notice of such Assignment (provided, that for the avoidance of doubt, failure to respond to such request shall be deemed to be consent). Notwithstanding the foregoing, any such Sales by Defaulting Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.
Appears in 2 contracts
Samples: Guaranty and Security Agreement (Francesca's Holdings CORP), Credit Agreement (Francesca's Holdings CORP)
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed) to Agent, except in connection and with a proposed assignment respect to any Disqualified Institution) assignment of the Administrative AgentRevolving Loan or Revolving Loan Commitment, each L/C Issuer, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”)Borrowers; provided, however, that (wx) such Sales sales do not have to be ratable between the Revolving Loan, the Existing Term Loan and the Extending Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to either the Revolving Loans Loan, the Existing Term Loan or the Extending Term Loan and (y) for both the Revolving Loan, (x) for each the Existing Term Loan and the Extending Term Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable AssignmentAssignment Agreement) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale sale shall be in a minimum amount of $1,000,000, unless such Sale sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such the Revolving Loan facility or the Term Loan B facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) Borrowers and the Administrative Agent andAgent; provided, in the case of any Sale of a Revolving Loanfurther, Letter of Credit that such sales or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales assignments by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidconsent.
Appears in 2 contracts
Samples: Credit Agreement (Blount International Inc), Credit Agreement (Blount International Inc)
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) ), or (iii) subject to compliance in all respects with subsection 9.9(g), an Affiliated Lenders, or (iv) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, Agent and, as long as no Event of Default is continuing, the prior written consent of Borrower (provided, that the Borrower’s consent shall in all cases be required (and may be withheld in the Borrower’s discretion notwithstanding the foregoing) with respect to a Sale to any Disqualified Lender), and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent acceptances of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loans or between each Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the a Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Notwithstanding the foregoing, no Sale may be made to a Credit Party, an Affiliate of a Credit Party other than an Affiliated Lender in accordance with subsection 9.9(g), a holder of Subordinated Indebtedness or an Affiliate of such a holder (other than an Affiliate Lender in accordance with Section 9.9(g)). Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.
Appears in 2 contracts
Samples: Credit Agreement (Papa Murphy's Holdings, Inc.), Credit Agreement (Papa Murphy's Holdings, Inc.)
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of CreditLoans) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender), (iii) any Permitted Transferee or (iiiiv) any other Person (other than the Borrower and Representative or its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified InstitutionAffiliates) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, Agent and, as so long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower Representative (which such consent of L/C Issuer and the Borrower shall be deemed to have been given granted unless an objection is delivered the Borrower Representative shall have objected thereto by written notice to the Administrative Agent within ten (10) 10 Business Days after having received notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”thereof); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, and Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, and (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v)status. The Administrative Agent’s refusal to accept a Sale to a Credit Loan Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holderLoan Party, or to a Person that would be (or could reasonably be expected to become) a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.
Appears in 2 contracts
Samples: Credit Agreement (Rush Enterprises Inc \Tx\), Credit Agreement (Rush Enterprises Inc \Tx\)
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or an Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or an Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institutionwithheld) of Agent and, with respect to Sales regarding the Administrative AgentRevolving Facility, each L/C Issuer that is a Lender and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower Representative (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) five Business Days after notice of a proposed Sale sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”Borrower Representative); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Loans and Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower Representative (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (x) such Sales shall be effective only upon the acknowledgement in writing of such Sale by Agent, and (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender . No Sale shall be subject made to the Administrative Agent’s prior written consent in all instancesa Credit Party, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to an Affiliate of a Credit Party, a holder of other Subordinated Indebtedness of a Credit Party or an Affiliate of such a holder, or to a any Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.
Appears in 2 contracts
Samples: Credit Agreement (Jakks Pacific Inc), Credit Agreement (Jakks Pacific Inc)
Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments Loans owing to it or other Obligations (provided, however, that each assignment shall be of a uniform, and its not varying, percentage of all rights and obligations with under and in respect of any Loan of any Class (it being understood that assignments shall not be required to Loans and Letters be pro rata among Classes of CreditLoans)) to any Person meeting the criteria of clause (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event definition of Default is then continuing, a Disqualified Institution) the term of “Eligible Assignee” with the prior written consent of (which x) Administrative Agent (such consent shall not to be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no or (y) unless an Event of Default is under Section 8.01(a), Section 8.01(f) or Section 8.01(g) hereof shall have occurred and then be continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower (which such consent of L/C Issuer and not to be unreasonably withheld or delayed) provided that the Borrower Borrowers shall be deemed to have been given consented to an assignment of all or a portion of the Loans unless an objection is delivered they shall have objected thereto by written notice to the Administrative Agent within ten five (105) Business Days after having received notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”)thereof; provided, howeverthat each such assignment pursuant to this Section 10.06(c) to a new Lender shall be in an aggregate amount of not less than $250,000 (or, that in each case, such lesser amount as (wx) such Sales do not have may be agreed to be ratable between by Borrowers and Administrative Agent, (y) shall constitute the Revolving aggregate amount of the Loan and of the Term Loan but must be ratable among the obligations owing to and owed by such assigning Lender with respect to the Revolving Class of Loans being assigned or (z) may be the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject assigned by an assigning Lender to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Related Fund of any existing such Lender, is of the assignor’s (together ) with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (respect to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case assignment of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidLoans.
Appears in 2 contracts
Samples: Governance Agreement (Och-Ziff Capital Management Group LLC), Counterpart Agreement (Och-Ziff Capital Management Group LLC)
Right to Assign. Each Term Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect the Term Loan owing to Loans and Letters of Creditit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Term Lender), (ii) any Affiliate or Approved Fund of any existing Term Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, that is not a natural Person orPerson) acceptable to the Term Agent and, so long as no Event of Default has occurred and is then continuing, a Disqualified Institution) with the prior written consent Borrower Representative (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given given, other than with respect to a purported assignment to a Disqualified Lender, unless an objection is delivered to the Administrative Term Agent in writing within ten (10) Business Days after a notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”Borrower Representative); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate commitment and/or outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter portion of Credit Obligations the Term Loan subject to any such Sale shall be in a minimum amount of $1,000,0001,000,000 and increments of $500,000 in excess thereof, unless such Sale is made to an existing Term Lender or an Affiliate or Approved Fund of any existing Term Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Term Agent, (x) such Sales shall be effective only upon the acknowledgement in writing of such Sale by the Term Agent, and (y) interest accrued, and fees accrued prior to and through the date of any such Sale may not be assigned. Without limiting the foregoing, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender no Sale shall be subject made to the Administrative Agent’s prior written consent in all instances(i) a Borrower or an Affiliate of a Borrower, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, (ii) a holder of other Subordinated Indebtedness of a Credit Party or an Affiliate of such a holder, holder or to (iii) a Person that would be a Non-Funding or Impacted Disqualified Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.
Appears in 2 contracts
Samples: Term Loan Agreement (Mediaco Holding Inc.), Term Loan Agreement (Mediaco Holding Inc.)
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments Allocation and its rights and obligations with respect to Loans and Letters of Creditany Loan pursuant to any Loan Document) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified InstitutionPerson) with the prior written consent (approved in writing by Agent and a Dealer, which consent Dealer approval shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered if no Dealer provides a response to the Administrative Agent a request for approval within ten (10) Business Days after notice of a proposed Sale such request is delivered to the Borrower) sent (each of the Persons described in clauses (i), (ii) provided that no Dealer approval shall be required if any Default has occurred and (iii) being called herein an “Eligible Assignee”is continuing); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each LoanLoan pursuant to this Agreement or any Loan Document, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignmentassignment) of the Loans, Commitments and Letter of Credit Obligations Allocation subject to any such Sale shall be in a minimum amount of $1,000,0005,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved FundsAffiliates) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (x) such Sales shall be effective only upon the acknowledgement in writing of such Sale by Agent, and (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned. “Disqualified Person” means any business competitor of any Dealer that is in the same or similar line of business as any Dealer (other than the business of providing financial services) and such competitor has been identified as such in a writing by any Dealer delivered to Agent. In addition, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject notwithstanding anything to the Administrative Agent’s prior written consent contrary contained in this Section 20, any Lender may disclose on a confidential basis any non-public information relating to its Loans to any prospective assignee, SPV or rating agency rating the obligations of such Lender. Notwithstanding the foregoing, CDF, as Agent and/or a Lender, has the right to complete a Sale of all instances, unless or any portion of its interest in the Loan and Loan Documents to any Person in connection with such sale, such Non-Funding Lender cures, a sale or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agentother transfer of all or a material portion of CDF’s refusal to accept a Sale business to a Credit Partythird party, a holder without the consent of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower Dealer or any Subsidiary thereof and any such purported Sale shall be null and voidLender.
Appears in 2 contracts
Samples: Loan and Security Agreement (Marinemax Inc), Inventory Financing Agreement (Marinemax Inc)
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Revolving Loan Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institutionperson) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, each L/C Issuer that is a Lender and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower Representative (which such consent of L/C Issuer and the acceptances Borrower Representative shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the BorrowerBorrower Representative) (each of Lender, Approved Fund or other Person in the Persons described in prior clauses (i), (ii) and (iii) being called herein ), an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term LoanLoans, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Revolving Loan Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower Representative (to the extent BorrowerBorrower Representative’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, each Sale shall require the prior to and through written consent of the date of any such Sale may not be assignedL/C Issuer, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection Section 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, an Affiliate of a Credit Party, a holder of other Subordinated Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.
Appears in 2 contracts
Samples: Credit Agreement (Rentech Nitrogen Partners, L.P.), Credit Agreement (Rentech Nitrogen Partners, L.P.)
Right to Assign. Each Lender may or Issuing Bank (in such capacity and in its capacity as a Lender) shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments Commitment, Loans and its L/C Obligations owing to it (provided that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations with under and in respect to Loans of any applicable Loan and Letters any related Commitments; and provided further that, no partial assignment of Creditany outstanding Letter of Credit shall be permitted) to a Person who is (iA) any existing Lender an Eligible Assignee and (other than a Non-Funding Lender B) in the case of an Issuing Bank, has the Required Ratings (or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, andguarantor, as long as no Event contemplated by the definition of Default is continuing, “Required Ratings,” has the prior written consent of the BorrowerRequired Ratings), and, in the each case, is reasonably satisfactory to Administrative Agent and consented to by Borrower (such consent not to be (x) unreasonably withheld, conditioned or delayed or (y) required (1) at any time an Event of Default pursuant to Sections 7.1(a) (Failure To Make Payments When Due), 7.1(f) (Involuntary Bankruptcy; Appointment of Receiver, Etc.) or 7.1(g) (Voluntary Bankruptcy; Appointment of Receiver, Etc.) shall have occurred and then be continuing or (2) in case of any Sale assignment to a then-existing Lender or Issuing Bank or an Affiliate of a Revolving Loan, Letter of Credit such Lender or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer Issuing Bank); provided further that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given consented to any such assignment unless an objection is delivered it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof. Upon a Lender’s or Issuing Bank’s assignment of L/C Obligations, Commitments and outstanding Loans to an additional Lender or Issuing Bank, as applicable, (i) such additional Lender or Issuing Bank shall become vested with all of the rights, powers, privileges and duties of a proposed Sale is delivered to the BorrowerLender or Issuing Bank (as applicable) (each of the Persons described in clauses (i)hereunder, and (ii) and (iii) being called herein if the assignee is an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such saleIssuing Bank, such Non-Funding Lender curesassignee Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, or causes the cure ofif any, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales assigned to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidIssuing Bank.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Cheniere Energy Inc), Revolving Credit Agreement (Cheniere Energy Inc)
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed) to Agent and, except in connection with respect to Sales of Revolving Loan Commitments, each L/C Issuer that is a proposed assignment to any Disqualified Institution) of the Administrative Agent, Lender and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower Representative (which such consent of L/C Issuer and the Borrower acceptances shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”Borrower Representative); provided, however, that (wv) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term LoanLoans, (xw) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,0005,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower Representative (to the extent Borrower’s consent is otherwise required) and Agent, (x) such Sales shall be effective only upon the Administrative Agent and, acknowledgement in the case writing of any such Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver by Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, assigned and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances. Notwithstanding the foregoing, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a no Sale to a Credit Party, an Affiliate of a Credit Party, a holder of other Subordinated Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale holder shall be null and voidpermitted hereunder.
Appears in 2 contracts
Samples: Credit Agreement (Evraz North America PLC), Credit Agreement (Evraz North America LTD)
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its Commitments and its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of CreditLoans) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or , (iii) subject to compliance with Section 9.9(g), an Affiliated Lender or (iv) any other Person Person; provided that (other than A) any Sale pursuant to this clause (iv) shall require the Borrower and its Subsidiaries, a natural Person or, Borrowers’ consent so long as no Event of Default under Section 7.1(a), Section 7.1(f), or Section 7.1(g) has occurred and is then continuing, a Disqualified Institution) with the prior written consent continuing (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) 10 Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (iiB) the Borrower’s consent shall in all cases be required (and may be withheld in the Borrowers’ discretion notwithstanding the foregoing) with respect to a Sale pursuant to this clause (iv) to a Disqualified Lender and (iiiB) being called herein an “Eligible Assignee”Agent shall provide to the Borrowers notice of any Sale pursuant to this clause (iv); provided, however, that (wA) such Sales do shall not have be required to be ratable between the Revolving Loan and the Term each Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (xB) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations Loans subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) Borrowers and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (yC) such Sales shall be effective only upon the acknowledgment in writing of such Sale by the Agent and (D) interest accrued, accrued prior to and through the date of any such Sale may not be assigned. Subject to Section 1.7(d), and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lenderto, or the imposition of additional conditions or limitations (including limitations on voting) upon Sales to an Affiliate of a Credit Party (other than an Affiliated Lender in accordance with Section 9.9(g)), a holder of Junior Indebtedness or ABL Obligations or an Affiliate of such Personsa holder (in each case other than a Credit Party or Affiliated Lender in accordance with Section 9.9(g)), shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment For the avoidance of doubt, Assignments to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidAffiliated Lenders are subject to the provisions of Section 9.9(g).
Appears in 2 contracts
Samples: Credit Agreement (Charah Solutions, Inc.), Credit Agreement (Charah Solutions, Inc.)
Right to Assign. Each Lender may sell, transfer, negotiate or shall have the right at any time to assign (a “Sale”) to any Eligible Assignee all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments Commitment and its rights and obligations with respect to Loans and Letters or of Credit) to any other Obligations; provided, that (i) any existing Lender (other than a Non-Funding Lender except in the case of assignments made by GSCP or Impacted Lender)Wachovia, (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower Administrative Agent and each LC Issuer must give its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent to such assignment (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (iwithheld), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, except in the case of any Sale an assignment to a Person meeting the criteria of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding the term Eligible Assignee, or any assignment made at a time when an Event of Default shall have occurred and be continuing, the Borrower must give its prior written consent to such assignment (which consent shall not be unreasonably withheld), (iii) except in the case of an assignment to a Person meeting the criteria of clause (a) of the definition of the term Eligible Assignee or an assignment ofthe entire remaining amount of the assigning Lender’s Commitment, the amount of the Commitment of the assigning Lender shall be subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, (iv) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement and (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Notwithstanding the foregoing, in the case of any assignment by any Lender to any Supplemental Loan Participant, the Administrative Agent must give its prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed Supplemental Loan Participant as a condition precedent to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidassignment.”
Appears in 2 contracts
Samples: Ratification and Amendment Agreement, Ratification and Amendment Agreement
Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments Commitment or Loans owing to it or other Obligations (provided, however, that each assignment shall be of a uniform, and its not varying, percentage of all rights and obligations with under and in respect of any Loan or Commitment of any Class (it being understood that assignments shall not be required to Loans be pro rata among Classes of Commitments and Letters of CreditLoans) to any Person meeting the criteria of clause (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than of the Borrower and its Subsidiaries, a natural Person or, so long as no Event definition of Default is then continuing, a Disqualified Institution) the term of “Eligible Assignee” with the prior written consent of (which x) Administrative Agent (such consent shall not to be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no or (y) unless an Event of Default is under Section 8.01(a), Section 8.01(f) or Section 8.01(g) hereof shall have occurred and then be continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower (which such consent of L/C Issuer and not to be unreasonably withheld or delayed) provided that, (x) the Borrower shall be deemed to have been given consented to an assignment of all or a portion of the Term Loans unless an objection is delivered it shall have objected thereto by written notice to the Administrative Agent within ten five (105) Business Days after having received notice thereof and (y) the Borrower shall be deemed to have consented to an assignment of all or a portion of the Revolving Loans and Revolving Commitments unless it shall have objected thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof, except that in the case of an assignment by a Lender to any Lender or an Affiliate or Related Fund of any Lender (limited, in the case of each Class of Revolving Loans and the related commitments, to a Lender, Affiliate or Related Fund of any Lender under any such Class of Revolving Loans), only notice to the Borrower and Administrative Agent shall be required; provided, that each such assignment pursuant to this Section 10.06(c) to a new Lender shall be in an aggregate amount of not less than (i) in the case of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i)Revolving Commitment, $5,000,000 and (ii) in the case of a Term Loan, $250,000 (or, in each case, such lesser amount as (x) may be agreed to by Borrower and Administrative Agent, (iiiy) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between shall constitute the Revolving aggregate amount of the Loan and of the Term Loan but must be ratable among the obligations owing to and owed by such assigning Lender with respect to the Revolving Loans Class being assigned or (z) may be the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject assigned by an assigning Lender to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Related Fund of such Lender) with respect to the assignment of Loans. Notwithstanding the foregoing, unless an Event of Default under Section 8.01(a), Section 8.01(f) or Section 8.01(g) hereof shall have occurred and then be continuing, no assignment by any existing Lender, is Lender of all or any portion of its rights and obligations under this Agreement shall be permitted without the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent andif, in the case of after giving effect to any Sale of a Revolving Loanproposed assignment to such Person, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) Person would hold more than 25% of the definition aggregate principal amount of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof then outstanding Loans and any such purported Sale shall be null and voidundrawn Commitments.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Sculptor Capital Management, Inc.), Credit and Guaranty Agreement (Sculptor Capital Management, Inc.)
Right to Assign. Each Subject to the last sentence of this Section 14.2(b), each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Subsequent Advance Commitments (and/or the right to issue Subsequent Advance Commitments hereunder) and its rights and obligations with respect to Loans and Letters of CreditAdvances) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall shall, in each case, not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, Agent and, as long as no Event of Default under Sections 9.1, 9.4 or 9.5 is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent if Borrower has not responded in writing within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”any request for such consent); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or Advances and Subsequent Advance Commitments (and/or the Term Loanright to issue Subsequent Advance Commitments hereunder), (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Advances and Subsequent Advance Commitments and Letter of Credit Obligations (and/or the right to issue Subsequent Advance Commitments hereunder) subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility the Credit Facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, and (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(vSection 2.13(d)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Loan Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In It being understood that notwithstanding anything else to the contrary provided herein (but subject to the last paragraph of this clause (b)), the Initial Lender and the First Amended and Restated Effective Date Lenders are permitted to sell, transfer, negotiate or assign all or a portion of their rights and obligations hereunder (including all or a portion of Subsequent Advance Commitments (and/or the right to issue Subsequent Advance Commitments hereunder) and their rights and obligations with respect to Advances) in any amount, at any time, and to any Person at the sole discretion of Initial Lender and the First Amended and Restated Effective Date Lenders, without the consent of Agent (other than to the extent that indemnification obligations owed by an assigning Lender to Agent were accrued prior to the date of such assignment and Agent has made demand upon such Lender in writing for indemnity prior to such assignment, in each case, in accordance with the provisions hereof, in which case, such assignment shall be subject to the consent of the Agent, which shall not be unreasonably delayed or withheld provided that Agent shall have no event shall such consent right in regards to any Lender Sell assignment or prospective assignment that Agent was aware of on the date hereof), any Loan or Commitment to other Lender, the Borrower or any Subsidiary thereof other Loan Party. Notwithstanding anything else to the contrary provided herein, as long as no Event of Default under Sections 9.1, 9.4 or 9.5 is continuing, no Lender (including, without limitation, the First Amended and any such purported Sale Restated Effective Date Lenders) shall be null permitted to assign any Advances or Subsequent Advance Commitments (and/or the right to issue Subsequent Advance Commitments hereunder) to any Disqualified Person, Non-Funding Lender or an Impacted Lender. The Agent and voideach assignor of Subsequent Advance Commitments (and/or the right to issue Subsequent Advance Commitments hereunder) or an Advance hereunder shall be entitled to rely conclusively on a representation of the assignee Lender in the relevant Assignment that such assignee is not a Disqualified Person, Non-Funding Lender or an Impacted Lender, provided, that such reliance by such assignor is in good faith and reasonable under the circumstances existing at the time of the Sale. Neither the Agent nor the Lenders shall have any responsibility or liability for monitoring the list or identities of, or enforcing provisions relating to Disqualified Persons, Non-Funding Lenders or Impacted Lenders.
Appears in 1 contract
Samples: Credit and Security Agreement (SAExploration Holdings, Inc.)
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) shall have the right at any time to Transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments Revolving Commitment or Loans (including participations in L/C Obligations and its rights and obligations with respect Swingline Loans) or other Obligations owing to Loans and Letters it, to any Person meeting the criteria of Credit“Eligible Assignee” (subject to Section 10.6(g)) consented to by Borrowers (inot to be unreasonably withheld, conditioned or delayed); provided that no consent of Borrowers shall be required (x) any existing Lender (other than in the case of a Non-Funding Lender or Impacted Transfer to an Affiliate of a Lender), (iiy) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no if an Event of Default has occurred and is then continuing, a Disqualified Institutioncontinuing or (z) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale Lender, for a Transfer of any Loan and any Revolving Commitment to a Revolving LoanLender. Notwithstanding the foregoing, (a) if any Letter of Credit is outstanding, no Lender may Transfer its payment obligations, matured or Revolving Loan Commitmentcontingent, the Revolver Agent and each owing to any LC Issuing Bank under Section 2.3(c)(ii) or with respect to L/C Issuer Advances under Section 2.3(c)(iii) unless (A) such Transfer is to a Revolving Lender or (B) each LC Issuing Bank has approved such Transfer (such approval not to be unreasonably withheld, conditioned or delayed); provided that is a Lender (which such consent of L/C Issuer and the Borrower each LC Issuing Bank shall be deemed to have been given consented to such Transfer unless an objection is delivered it objects thereto by written notice to the Administrative Agent and the assigning Lender within ten (10) Business Days after having received written notice of thereof; or (b) if a proposed Sale Swingline Loan has been made, no Lender may Transfer its payment obligations, owing to any Swingline Lender under Section 2.2(e) unless (A) such Transfer is delivered to a Revolving Lender or (B) the Borrower) Swingline Lender has approved such Transfer (each of the Persons described in clauses (i)such approval not to be unreasonably withheld, (ii) and (iii) being called herein an “Eligible Assignee”conditioned or delayed); provided, however, provided that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Swingline Lender shall be subject deemed to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales have consented to such Persons, shall not be deemed Transfer unless it objects thereto by written notice to be unreasonable. In no event shall any Administrative Agent and the assigning Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidwithin ten (10) Business Days after having received written notice thereof.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Pattern Energy Group Inc.)
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default Time is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agentessence hereof, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower this Agreement shall be deemed binding upon the parties hereto and shall extend to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”)be binding upon their respective successors and assigns; provided, however, that (w) such Sales do this Agreement shall not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed assigned by such Lender with respect to the Revolving Loans Farmee, its successors or the Term Loanassigns, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject in whole or part to any such Sale shall person, firm or corporation without the prior written consent of Farmor which may be withheld in a minimum amount of $1,000,000Farmor’s sole discretion in each instance. However, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of notwithstanding any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made assignment by Farmee with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan CommitmentFarmor, the Revolver Agentassignment shall not be or become effective until Farmor shall have been furnished with a duly executed copy thereof. Farmor shall have the right to make the herein specified assignments solely to Farmee, (y) interest accrued, prior to and through the date of any assignees under any such Sale assignment shall look solely to Farmee for any assignment of oil and gas Leasehold rights that may not be assigned, and (z) such Sales due them by Lenders who are Non-Funding Lenders due reason of Farmee’s assignment to clause (a) them of the definition of Non-Funding Lender an interest in this Agreement. Any assignment by Farmee shall be subject to the Administrative Agentterms and conditions of this Agreement, to which the Assignee thereon shall specifically agree to be bound. Farmor will retain in any assignment earned by Farmee hereunder, a lien and security interest in the rights to be assigned to Farmee, to secure payment for the production attributable to Farmor’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v)overriding royalty production. The Administrative Agentlien and security interest to be reserved by Farmor shall attach to the leasehold estate to be assigned to Farmee, and the proceeds of production attributable to said assigned interest at the point at which such production is extracted from the ground. In the event that Farmee’s refusal to accept interest in the Subject Lease becomes part of any proceeding before a Sale to a Credit PartyUnited States Bankruptcy Court, a holder the overriding royalty interest production of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, Farmor shall not be deemed to be unreasonablesecured. In no event shall Farmor’s lien and security interest to be reserved in any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale assignment of the Subject Lease shall be null a first and voidprior lien insofar as all parties acquiring an interest in the Farmee’s interests, whether by assignment, merger, mortgage, operation of law, or otherwise, and such third parties shall be deemed to have taken such interest subject to the lien and security interest of Farmor. The address of Farmor as a Secured Party is set forth under the following paragraph, and the address of Farmee, as Debtor/Obligor, is set forth under the following paragraph.
Appears in 1 contract
Samples: Imperial Resources, Inc.
Right to Assign. Each Lender Purchaser may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments Note Purchase Commitment and its rights and obligations with respect to Loans and Letters of Creditthe Notes) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender)Purchaser, (ii) any Affiliate or Approved Fund of any existing Lender Purchaser, (other than a Non-Funding Lender iii) any FRN Holder or Impacted Lender) any Affiliate or Approved Fund of any FRN Holder or (iiiiv) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institutionit being agreed that assignments pursuant to this subclause (iv) with the prior written consent shall be acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”)Representative; provided, however, that (w) such Sales do the consent of Issuer Representative shall not be required if an Event of Default has occurred and is continuing, and Issuer Representative shall be deemed to have so consented if it shall not have responded (whether affirmatively or negatively) to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by a request for such Lender with respect to the Revolving Loans or the Term Loanconsent within five (5) Business Days after such request is made); provided further, (x) for each Loanhowever, that the aggregate outstanding principal amount (determined as of the effective date of the applicable AssignmentSale) of the Loans, Commitments and Letter of Credit Obligations Notes subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made in connection with the FRN Participation, to an existing Lender Purchaser or an Affiliate or Approved Fund of any existing LenderPurchaser, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower Issuer Representative (to the extent Borrower’s consent is otherwise required) and the Administrative Agent andAgent, (w) such Sales shall be effective only upon the acknowledgement in writing by such assignee that the case representations and warranties set forth in Section 9.26(ii) shall be true and correct with respect to such assignee, (x) such Sales shall be effective only upon the acknowledgment in writing of any such Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, by the Revolver Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not shall be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender Purchasers shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Note Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted LenderNote Party, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In Notwithstanding anything herein to the contrary, except in connection with the FRN Participation, no event shall Purchaser may assign its rights and obligations hereunder or under any Lender Sell other Note Document unless (x) a ratable portion of such Purchaser’s Floating Rate Note Claims are assigned to the same assignee, any Loan of its Affiliates or Commitment to Borrower Approved Funds in accordance with the Plan Support Agreement, (y) such assignee is a Purchaser, an Affiliate or an Approved Fund of any Subsidiary thereof Purchaser (including assignor) or (z) the Agent and any such purported Sale shall be null and voidSupermajority Purchasers have consented.
Appears in 1 contract
Samples: Restructuring and Lock Up Agreement (Constar International Inc)
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than (x) a Non-Funding Lender or Impacted LenderLender and (y) the Borrower, the Permitted Investors or any of their respective Affiliates except pursuant to a Permitted Loan Retirement, Permitted Loan Purchase or Permitted Loan Contribution), (ii) any Affiliate or Approved Fund of any existing Lender (other than (x) a Non-Funding Lender or Impacted LenderLender and (y) the Borrower or any of its respective Affiliates except pursuant to a Permitted Loan Retirement, Permitted Loan Purchase or Permitted Loan Contribution) or (iii) any other Person (other than the Borrower and its SubsidiariesBorrower, the Permitted Investors or any of their respective Affiliates except pursuant to a natural Person orPermitted Loan Retirement, so long as no Event of Default is then continuing, a Disqualified InstitutionPermitted Loan Purchase or Permitted Loan Contribution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, Agent and, as long as no Event of Default is continuing, the prior written consent Borrower (which acceptance shall be deemed to have been given if the Borrower has not responded within five Business Days of the Borrower, a request for such acceptance) and, in the case with respect to Sales of any Sale of a Revolving LoanCredit Commitments, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”)Lender; provided, however, that (wx) such Sales do not have to be ratable between the Revolving Loan and the Term Loan Facilities but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loana Facility, (xy) for each LoanFacility, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit L/C Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, in the case of Term Loans, and $2,000,000, in the case of Revolving Loans, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility Facility or is made with the prior written consent of the Borrower (to the extent the Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(vSection 2.2(c)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party Subordinated Debt or an Affiliate of such a holder, or to a Person that would be (or could reasonably be expected to become) a Non-Funding or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.
Appears in 1 contract
Samples: Credit Agreement (PGT, Inc.)
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Revolving Loan Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with ) to Agent and each L/C Issuer that is a proposed assignment to any Disqualified Institution) of the Administrative Agent, Lender and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower Representative (which such consent of L/C Issuer and the Borrower acceptances shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”Borrower Representative); provided, however, that (wv) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term LoanLoans, (xw) for each Revolving Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Revolving Loans, Revolving Loan Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,0005,000,000 and increments of $1,000,000 in excess thereof, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s 's (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower Representative (to the extent Borrower’s consent is otherwise required) and Agent, (x) such Sales shall be effective only upon the Administrative Agent and, acknowledgement in the case writing of any such Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver by Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s 's prior written consent in all instances, unless in connection with such saleSale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection Section 1.11(e)(v). The Administrative Agent’s 's refusal to accept a Sale to a Credit Party, an Affiliate of a Credit Party, a holder of other Subordinated Indebtedness of a Credit Party or an Affiliate of such a holder, or to a any Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In Notwithstanding anything to the contrary contained herein, in addition to any other consent which may be otherwise required, no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null made to any Disqualified Investor without the consent of the Borrower Representative, unless an Event of Default under Section 7.1(a), (f) or (g) shall have occurred and voidbe continuing.
Appears in 1 contract
Samples: Credit Agreement (Furniture Brands International Inc)
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed) to Agent and, except in connection with respect to Sales of Revolving Loan Commitments, each L/C Issuer that is a proposed assignment to any Disqualified Institution) of the Administrative Agent, Lender and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower (which such consent acceptances of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i)each, (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan Loans and the Term Loans or between each Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the a Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent andAgent; provided, in the case that concurrent assignments by two or more Affiliated Approved Funds or Affiliated Lenders shall be aggregated for purposes of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agentdetermining such minimum amount, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party (except for a Sale to the Borrower in accordance with Section 1.14), an Affiliate of a Credit Party, a holder of other Senior Notes or Subordinated Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event Notwithstanding anything to the contrary contained herein, GE Capital shall have the absolute right, without obligation to obtain any Lender Sell any Loan or Commitment to Borrower consent of the Credit Parties or any Subsidiary thereof Lender, to sell or assign to third parties such portion of GE Capital’s Commitments and any such purported Sale shall be null Loans to the Borrower as GE Capital deems necessary to enable GE Capital and voidits Affiliates to comply with applicable law.
Appears in 1 contract
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments Revolving Loan Commitment and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed) to Agent and, except in connection with respect to Sales of Revolving Loan Commitments, each L/C Issuer that is a proposed assignment to any Disqualified Institution) of the Administrative Agent, Lender and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower (which such consent of L/C Issuer and the Borrower acceptances shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Revolving Loan Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,0005,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and Agent, (x) such Sales shall be effective only upon the Administrative Agent and, acknowledgement in the case writing of any such Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver by Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, an Affiliate of a Credit Party, a holder of other Indebtedness of a Credit Party any First Mortgage Note or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.
Appears in 1 contract
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of CreditLoans) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiariesa Competitor or, except as provided in clause (g) below, a natural Person or, so long as no Event Credit Party or an Affiliate of Default is then continuing, a Disqualified InstitutionCredit Party) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, Agent and, as long as no Event of Default under Section 7.1(a), 7.1(f) or 7.1(g) is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower (which such consent of L/C Issuer and the Borrower acceptances shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale sale is delivered to the Borrower) (each it being understood that Barclays may sell a portion of its Commitments to other entities for which Barclays and its Affiliates have agreed to service and manage those Commitments without any such acceptance from Administrative Agent or the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”Borrower); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations Loans subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (yx) interest accrued, prior to and through such Sales shall be effective only upon the date acknowledgement in writing of any such Sale may not be assigned, by Administrative Agent and (zy) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s and the Borrower’s prior written consent in all instances, unless in connection with instances (such sale, such Non-Funding Lender cures, consent by the Borrower not to be unreasonably withheld or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(vdelayed). The Administrative AgentIn no event shall any Sale of all or a portion of any Lender’s refusal rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to accept a Sale Loans) to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would Credit Party be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidpermitted.
Appears in 1 contract
Samples: Credit Agreement (Axiall Corp/De/)
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Revolving Loan Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than subject to the Borrower and its Subsidiaries, a natural Person or, so long as no Event last sentence of Default is then continuing, a Disqualified Institutionthis Section 9.9(b)) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, each L/C Issuer that is a Lender and, as long as no Event of Default is continuing, the prior written consent Borrower Representative (which acceptances of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer Issuers and the Borrower Representative shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after written notice of a proposed Sale sale is delivered to the Borrower) (each of the Persons described in clauses (i)such L/C Issuers and Borrower Representative, (ii) and (iii) being called herein an “Eligible Assignee”as applicable); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Revolving Loan Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower Representative (to the extent Borrower’s consent is otherwise required) and Agent, (x) such Sales shall be effective only upon the Administrative Agent and, acknowledgement in the case writing of any such Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver by Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances. Unless consented to by the Agent and the Required Lenders, unless in connection with such sale, such Non-Funding no Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept may consummate a Sale of all or a portion of its rights and obligations hereunder to a Credit Party, an Affiliate of a Credit Party, a holder of other Indebtedness of Subordinated Debt or a Credit Party or an known Affiliate of such a holder, holder or to a Person that would be a Non-Funding or Impacted Lender, or holder of the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Term Loan or Commitment to Borrower B or any Subsidiary thereof and any known Affiliate of such purported Sale shall be null and voidholder.
Appears in 1 contract
Samples: Credit Agreement (Talbots Inc)
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) in the case of the U.S. Lenders, any existing Lender (other than a Non-Funding Lender or Impacted U.S. Lender), (ii) any Affiliate or Approved Fund of any existing such Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except ) to the Administrative Agent (in connection with a proposed assignment to any Disqualified Institution) the case of the Administrative Agent, U.S. Lenders) or the Canadian Agent (in the case of the Canadian Lenders) and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”)Parent; provided, however, that (wx) such Sales do not have to be ratable between the Revolving Loan and the Term Loan Facilities but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, a Facility and (xy) for each LoanFacility, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit L/C Obligations subject to any such Sale shall be in a minimum amount an integral multiple of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility Facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) Borrowers and the Administrative Agent andAgent; provided further, that in the case of any Sale of an assignment by a Revolving Loan, Letter of Credit or Revolving Loan CommitmentCanadian Lender under this Section 10.2(b), the Revolver Agentassignee shall have, (y) interest accruedto the extent of such assignment, the same rights, benefits and obligations as all other Lenders hereunder; provided, that prior to and through the date occurrence of an Event of Default that is continuing, if such assignee is a non-resident of Canada for purposes of Part XIII of the ITA in respect of any such Sale payment that may not be assigned, and (z) such Sales made by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such salea Loan Party under any Loan Document, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, assignee shall not be deemed entitled to be unreasonable. In no event shall any Lender Sell gross-up payment or indemnification pursuant to Section 2.17 (Taxes) from any Loan or Commitment to Borrower or Party on account of any Subsidiary thereof Canadian withholding taxes (including interest and penalties in respect thereof) exigible on any such purported Sale shall be null and voidpayment.
Appears in 1 contract
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than (w) a Non-Funding Lender or Impacted Lender, (x) a natural Person, (y) the Borrower, the Permitted Investors or any of their respective Affiliates except, in each case, in accordance with clause (g) below and (z) a holder of obligations under the Second Lien Credit Agreement or any Subordinated Debt or an Affiliate of such a holder), (ii) any Affiliate or Approved Fund of any existing Lender (other than (x) a Non-Funding Lender or Impacted Lender, (y) a natural Person and (z) the Borrower, the Permitted Investors or any of their respective Affiliates except, in each case, in accordance with clause (g) below) or (iii) any other Person (other than the Borrower and its Subsidiaries, (x) a natural Person orand (y) the Borrower, so long as no Event the Permitted Investors or any of Default is then continuingtheir respective Affiliates except, a Disqualified Institutionin each case, pursuant to clause (g) with the prior written consent below) acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, Agent and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower (which such consent of L/C Issuer and the Borrower acceptance shall be deemed to have been given unless an objection is delivered to if the Administrative Agent Borrower has not responded within ten (10) five Business Days after notice of a proposed Sale is delivered to written request for such acceptance); provided that the Borrower) (each written consent of the Persons described in clauses (i)Borrower shall always be required for assignments to Disqualified Competitors and, (ii) with respect to Sales of Revolving Credit Commitments, each L/C Issuer and (iii) being called herein an “Eligible Assignee”)Swingline Lender that is a Lender; provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan Facilities but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loana Facility, (x) for each LoanFacility, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit L/C Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its CREDIT AGREEMENT WESTWOOD ONE, INC. 119 Affiliates and Approved Funds) entire interest in such facility Facility or is made with the prior written consent of the Borrower (to the extent the Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(vSection 2.2(c)(v) and (z) any assignments of loans and commitments under the Facilities entered into to complete a Successful Syndication shall not be subject to the consent, minimum amounts and fee provisions set forth in this Section 11.2 (except for the Borrower’s right to consent to assignments to Disqualified Competitors). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a obligations under the Second Lien Credit Party Agreement or any Subordinated Debt or an Affiliate of such a holderholder (including any such holder that is a Lender), or to a Person that would be (or could reasonably be expected to become) a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event Notwithstanding anything to the contrary contained herein, GE Capital shall have the absolute right, without obligation to obtain any Lender Sell any consent of the Loan or Commitment to Borrower Parties or any Subsidiary thereof Lender, to sell or assign to third parties such portion of GE Capital’s Commitments and Loans as GE Capital deems necessary to enable GE Capital and its Affiliates to ensure that they have no attributable stake in the Borrower for purposes of the regulations of the FCC, or any such purported Sale shall be null and voidsuccessor agency thereto, or to otherwise comply with FCC regulations.
Appears in 1 contract
Right to Assign. Each The Lender may shall have the unrestricted right at any time or from time to time, and without any Borrower's consent, to sell, transferassign, negotiate endorse, or assign (a “Sale”) transfer all or a any portion of its rights and obligations hereunder to one or more lenders or other entities (each an “Assignee”), and each Borrower agrees that it shall execute, or cause to be executed such documents including all without limitation, amendments to this Note and to any other Loan Documents as the Lender shall deem necessary to effect the foregoing. In addition, at the request of the Lender or a portion any such Assignee, the Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if the Lender has retained any of its Commitments and its rights and obligations with respect hereunder following such assignment, to Loans the Lender, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by this Note prior to such assignment and Letters shall reflect the amount of Credit) the respective commitments and loans held by such Assignee and the Lender after giving effect to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender)such assignment. Upon the execution and delivery of appropriate assignment documentation, (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) amendments, and any other Person (other than documentation required by the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such saleassignment, and the payment by such Assignee of the purchase price agreed to by the Lender and such Assignee, such Non-Funding Assignee shall be a party to this Note and shall have all of the rights and obligations of the Lender cureshereunder (and under any and all other guaranties, or causes documents, instruments, and agreements executed in connection herewith) to the cure ofextent that such rights and obligations have been assigned by the Lender pursuant to the assignment documentation between the Lender and such Assignee, and the Lender shall be released from its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale obligation hereunder and thereunder to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidcorresponding extent.
Appears in 1 contract
Samples: Loan and Security Agreement (Arrhythmia Research Technology Inc /De/)
Right to Assign. Each Lender may shall have the unrestricted right at any time or from time to time, and with Borrower’s consent, not to be unreasonably withheld, to sell, transferassign, negotiate endorse, or assign (a “Sale”) transfer all or a any portion of its rights and obligations hereunder to one or more Lenders or other entities (including all each an “Assignee”), and Borrower agrees that it shall execute, or a portion cause to be executed such documents including, without limitation, amendments to this Agreement and to any other documents, instruments and agreements executed in connection herewith as Lender shall deem necessary to effect the foregoing. In addition, at the request of its Commitments Lender and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Lender has retained any of its rights and obligations with respect hereunder following such assignment, to Loans Lender, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the note held by Lender prior to such assignment and Letters shall reflect the amount of Credit) the respective commitments and loans held by such Assignee and Lender after giving effect to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender)such assignment. Upon the execution and delivery of appropriate assignment documentation, (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) amendments and any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a documentation required by Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such saleassignment, and the payment by Assignee of the purchase price agreed to by Lender and such Assignee, such Non-Funding Assignee shall be a party to this Agreement and shall have all of the rights and obligations of Lender cureshereunder (and under any and all other guaranties, or causes documents, instruments and agreements executed in connection herewith) to the cure ofextent that such rights and obligations have been assigned by Lender pursuant to the assignment documentation between Lender and Assignee, and Lender shall be released from its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale obligation hereunder and thereunder to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidcorresponding extent.
Appears in 1 contract
Samples: Loan Agreement (Techprecision Corp)
Right to Assign. Each Subject to the next sentence, each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Creditthe Term Loan and/or any portion thereof) to (i) any existing Lender (other than a Non-Funding Lender or an Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or an Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall shall, in each case, not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations Term Loan subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility the Term Loan hereunder or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Loan Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In Notwithstanding anything else to the contrary provided herein, as long as no event shall any Event of Default under Sections 9.1, 9.4 or 9.5 is continuing, no Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null permitted to assign any portion of or all of the Term Loan to any Disqualified Person. The Agent and voideach assignor of its interest in the Term Loan hereunder shall be entitled to rely conclusively on a representation of the assignee Lender in the relevant Assignment that such assignee is not a Disqualified Person, provided that such reliance by such assignor is in good faith and reasonable under the circumstances existing at the time of the Sale. The Agent shall not have any responsibility or liability for monitoring the list of, identifying, or enforcing provisions relating to, Disqualified Persons.
Appears in 1 contract
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of CreditLoans) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event Borrowers or any of Default is then continuing, a Disqualified Institutiontheir respective Affiliates) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, Agent and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrowers (which such consent of L/C Issuer and the Borrower acceptance shall be deemed to have been given unless an objection is delivered to if the Administrative Agent Borrower has not responded within ten (10) five Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”request for such acceptance); provided, however, that (wx) such Sales Transfers do not have to be ratable between the Revolving Loan and the Term Loan Facilities but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, and (xy) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations Loans subject to any such Sale Transfer shall be in a minimum amount of $1,000,000, unless such Sale Transfer is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower Parent (to the extent Borrowerthe Parent’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales Transfers by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such saletransfer, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(vSection 2.2(d)(ii). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or Transfer to a Person that would be (or could reasonably be expected to become) a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales Transfers to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.
Appears in 1 contract
Samples: Credit Agreement (Emeritus Corp\wa\)
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Revolving Loan Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed) to Agent and, except in connection with respect to Sales of Revolving Loan Commitments, each L/C Issuer that is a proposed assignment to any Disqualified Institution) of the Administrative Agent, Lender and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower (which such consent of L/C Issuer and the Borrower acceptances shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Revolving Loan Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,0001.0 million, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and Agent, (x) such Sales shall be effective only upon the Administrative Agent and, acknowledgement in the case writing of any such Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver by Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such saleSale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, an Affiliate of a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, any Non-ABL Priority Lien Debt or to a any Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.
Appears in 1 contract
Samples: Credit Agreement (Unisys Corp)
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Obligations, Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, Agent and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Lender, (which such consent acceptances of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (v) a Sale to a Second Lien Term Loan Lender or holder of any Subordinated Indebtedness or other Indebtedness junior to the obligations shall not be permitted except (1) as provided in the Intercreditor Agreement in respect of the Second Lien Term Loans, (2) with the consent of Agent (which consent shall not unreasonably withheld or delayed), Sales effected on or prior to October 20th, 2011 to Second Lien Term Loan Lenders party to the Second Lien Term Loan Credit Agreement on the Closing Date or any Affiliate or Approved Fund of any such Second Lien Term Loan Lender or (3) with the consent of Agent, in its sole discretion, (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loans or between each Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the a Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, an Affiliate of a Credit Party, a holder of other Subordinated Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In Notwithstanding anything contained in this Agreement (including Section 9.1) or in any other Loan Document to the contrary, (i) upon any Sale of a Loan to a Credit Party, such Loan shall be retired and (ii) no event shall Affiliate of a Credit Party shall, as a result of a Sale or otherwise, (A) have any Lender Sell any Loan or Commitment to Borrower voting rights under this Agreement or any Subsidiary thereof and other Loan Document or (B) hold more than twenty percent (20%) of (1) the aggregate unpaid principal balance of the Term Loans outstanding at any such purported Sale shall be null and voidtime, (2) the Aggregate Revolving Loan Commitments in effect at any time (or if the Aggregate Revolving Loan Commitments have terminated, the aggregate unpaid principal balance of Revolving Loans outstanding at any time) or (3) the aggregate unpaid principal balance of all Loans outstanding at any time.
Appears in 1 contract
Samples: Credit Agreement (Metropolitan Health Networks Inc)
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans Obligations and Letters of CreditLoans) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, Agent and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower (which such consent acceptance of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the each Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the a Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Loans and Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, and (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted LenderCredit Party, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In Notwithstanding anything contained in this Agreement (including Section 9.1) or in any other Loan Document to the contrary, (i) upon any Sale of a Loan to a Credit Party, such Loan shall be retired and (ii) no event shall Affiliate of a Credit Party shall, as a result of a Sale or otherwise, (A) have any Lender Sell any Loan or Commitment to Borrower voting rights under this Agreement or any Subsidiary thereof and other Loan Document or (B) hold more than twenty percent (20%) of the aggregate unpaid principal balance of the Term Loans outstanding at any such purported Sale shall be null and voidtime.
Appears in 1 contract
Samples: Credit Agreement (Metropolitan Health Networks Inc)
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution(A) of the Administrative Agent, and, as long as no Event (B) with respect to Sales of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan CommitmentCommitments, the Revolver Agent and each L/C Issuer that is a Lender and (C) as long as no Default or Event of Default is continuing, after the completion of the primary syndication of the Loans and Commitments, the Borrower (which such consent of L/C Issuer and the Borrower acceptances shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (wu) in no event shall any Sale be made to (1) a Credit Party or any Subsidiary or Affiliate of a Credit Party or (2) competitors of the Borrower identified in writing to the Agent prior to the date hereof and any Person identified to, and approved by, the Agent prior to the date hereof, (v) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (xw) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,0005,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and Agent, (x) such Sales shall be effective only upon the Administrative Agent and, acknowledgement in the case writing of any such Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver by Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such saleSale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party Subordinated Debt or an Affiliate of such a holder, or to a any Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.
Appears in 1 contract
Samples: Credit Agreement (Radioshack Corp)
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed) to Agent and, except in connection with respect to Sales of Revolving Loan Commitments, each L/C Issuer that is a proposed assignment to any Disqualified Institution) of the Administrative Agent, Lender and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower Representative (which such consent of L/C Issuer and the Borrower acceptances shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”Borrower Representative); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower Representative (to the extent Borrower’s consent is otherwise required) and Agent, (x) such Sales shall be effective only upon the Administrative Agent and, acknowledgement in the case writing of any such Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver by Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such saleSale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, an Affiliate of a Credit Party, a holder of other Indebtedness of a Credit Party Subordinated Debt or an Affiliate of such a holder, or to a any Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.
Appears in 1 contract
Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments Commitment (Revolver) or Loans owing to it or other Obligations (provided that pro rata assignments shall not be required and its each assignment shall be of a uniform, and not varying, percentage of all rights and obligations with under and in respect to Loans of any applicable Loan or Loan (Revolver) and Letters of Creditany related Commitments (Revolver)) to any Eligible Assignee upon the receipt of consent of the Administrative Agent (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written each such consent (which consent shall not to be unreasonably withheld or delayed); provided that: (1) each such assignment pursuant to this Section 11.6(c) shall be in an aggregate amount of not less than the lesser of (I) $2,500,000, except in connection with a proposed assignment (II) such lesser amount as agreed to by the Borrower and Administrative Agent or (III) the aggregate amount of the Loans and any Disqualified InstitutionCommitments (Revolver) of the Administrative Agent, and, as long as assigning Lender; and (2) no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit Administrative Agent or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed required for any assignment by such Lender with respect to the Revolving Loans or the Term Loan, Xxxxxxx Xxxxx (x) for each Loanpursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, another entity (but without prejudice to any other right or remedy under this Agreement) or (y) to any Af f iliate of Xxxxxxx Xxxxx, and (3) except as set forth in (2) above, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (such consent not to the extent Borrower’s consent be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agentcontinuing, (y) interest accruedthe proposed assignee is a Person that, prior to and through at the date time of any such Sale may not be assignedthe assignment, and is a Lender or (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party proposed assignee is Xxxxxxx Xxxxx or an Affiliate of such Xxxxxxx Xxxxx at a holdertime when neither Xxxxxxx Xxxxx nor an Af filiate of Xxxxxxx Xxxxx is a Xxxxxx and neither Xxxxxxx Xxxxx nor an Af f i liate of Xxxxxxx Xxxxx was, or immediately prior to a Person that would ceasing to be a Non-Funding or Impacted LenderLender hereunder, or the imposition of conditions or limitations a Defaulting Xxxxxx. (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.d)
Appears in 1 contract
Samples: Credit Agreement (New Mountain Guardian III BDC, L.L.C.)
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments Allocation and its rights and obligations with respect to Loans and Letters of Creditany Loan pursuant to any Loan Document) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified InstitutionPerson) with the prior written consent (approved in writing by Agent and Dealers, which consent Dealer approval shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered if no Dealer provides a response to the Administrative Agent a request for approval within ten (10) Business Days after notice of a proposed Sale such request is delivered to the Borrower) sent (each of the Persons described in clauses (i), (ii) provided that no Dealer approval shall be required if any Default has occurred and (iii) being called herein an “Eligible Assignee”is continuing); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each LoanLoan pursuant to this Agreement or any Loan Document, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignmentassignment) of the Loans, Commitments and Letter of Credit Obligations Allocation subject to any such Sale shall be in a minimum amount of fifteen million dollars ($1,000,00015,000,000.00), unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved FundsAffiliates) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (x) such Sales shall be effective only upon the acknowledgement in writing of such Sale by Agent, and (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned. “Disqualified Person” means any business competitor of any Dealer that is in the same or similar line of business as any Dealer (other than the business of providing financial services) and such competitor has been identified as such in a writing by any Dealer delivered to Agent. In addition, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject notwithstanding anything to the Administrative Agent’s prior written consent contrary contained in this Section 20, any Lender may disclose on a confidential basis any non-public information relating to its Loans to any prospective assignee, SPV or rating agency rating the obligations of such Lender. Notwithstanding the foregoing, CDF, as Agent and/or a Lender, has the right to complete a Sale of all instances, unless or any portion of its interest in the Loan and Loan Documents to any Person in connection with such sale, such Non-Funding Lender cures, a sale or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agentother transfer of all or a material portion of CDF’s refusal to accept a Sale business to a Credit Partythird party, a holder without the consent of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower Dealer or any Subsidiary thereof and any such purported Sale shall be null and voidLender.
Appears in 1 contract
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Revolving Credit Commitments and its rights and obligations with respect to Loans and Letters of Credit) to any of the following Persons (each an “Eligible Assignee”): (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender which is under common control with such Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent acceptable(which acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, Agent and, in the case absence of any Sale an Event of a Revolving Loan, Letter of Credit or Revolving Loan CommitmentDefault, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (xy) for each LoanFacility, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Revolving Credit Commitments and Letter of Credit L/C Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any an existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility Facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender Lenders shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such saleSale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(vSection 2.2(c)(iv). The No sale shall be made to a Loan Party or an Affiliate of a Loan Party, and the Administrative Agent’s refusal to accept a Sale to a Credit Loan Party, an Affiliate of a Loan Party, a holder of other Indebtedness of a Credit Party the Subordinated Note or an any Permitted Junior Capital or any Affiliate of such a holder, or to a any Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.109
Appears in 1 contract
Samples: Credit Agreement (Medquist Inc)
Right to Assign. Each Lender may sell, transfer, negotiate or and assign (a “SaleTransfer”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to to: (i) any existing Lender (other than the U.S. Borrower, the Permitted Investors or any of their respective Affiliates except pursuant to a Non-Funding Permitted Loan Retirement or pursuant to Section 11.2(h) or an assignment to an Affiliated Lender or Impacted Lenderto the extent expressly permitted under Section 11.2(g), ); (ii) any Affiliate or Approved Fund of any existing Lender (other than the U.S. Borrower, the Permitted Investors or any of their respective Affiliates except pursuant to a Non-Funding Permitted Loan Retirement, pursuant to Section 11.2(h) or an assignment to an Affiliated Lender or Impacted Lenderto the extent expressly permitted under Section 11.2(g)) or (iii) any other Person Eligible Assignee (other than the Borrower and its SubsidiariesU.S. Borrower, the Permitted Investors or any of their respective Affiliates except pursuant to a natural Person orPermitted Loan Retirement, so long as no Event of Default is then continuingpursuant to Section 11.2(h) or an assignment to an Affiliated Lender to the extent expressly permitted under Section 11.2(g)), a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, Agent and, as long as no Event of Default under Section 9.1(a) or 9.1(d) has occurred and is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender U.S. Borrower (which such consent of L/C Issuer and acceptance shall not be unreasonably withheld or delayed); provided that the U.S. Borrower shall be deemed to have been given consented to any assignment of Loans (other than to a Disqualified Lender) unless an objection is delivered the U.S. Borrower shall object thereto by written notice (which may be by email) to the Administrative Agent within ten (10) Business Days after having received written notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”)thereof; provided, however, that (wx) such Sales Transfers do not have to be ratable between the Revolving Loan and the Term Loan Facilities but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loana Facility, (xy) for each LoanFacility, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit L/C Obligations subject to any such Sale Transfer shall be in a minimum amount of $1,000,000 (or, in the case of Sterling Term Loans, £1,000,000), unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, Transfer is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility Facility or is made with the prior written consent of the U.S. Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due no Transfers may be made to a Disqualified Lender unless an Event of Default under Section 9.1(d) has occurred and is continuing. To the extent that any Transfer is purported to be made to a Disqualified Lender in violation of the foregoing clause (a) of the definition of Non-Funding z), such Disqualified Lender shall be subject required immediately (and in any event within five (5) Business Days) to assign all Loans and Commitments then owned by such Disqualified Lender to another Lender (other than a Defaulting Lender) or persona Person permitted to become a Lender pursuant to this Section 11.2 (and the Borrowerapplicable Borrowers shall be entitled to seek specific performance in regards to this sentence). As to Transfers requiring the Administrative Agent’s prior written consent, the withholding of such consent for Transfers to the U.S. Borrower or any of its Affiliates (other than an Affiliated Lendera Transfer in all instances, unless in connection accordance with such sale, such Non-Funding Lender cures, Section 11.2(g) or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v11.2(h). The Administrative Agent’s refusal ) or to accept a Sale to a Credit Party, a holder of Subordinated Debt issued by the U.S. Borrower or any of its Affiliates (other Indebtedness of a Credit Party than an Affiliated Lendera Transfer in accordance with Section 11.2(g) or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting11.2(h)) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.(c)
Appears in 1 contract
Samples: Version Fourth (White Mountains Insurance Group LTD)
Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (including under this Agreement, including, without limitation, all or a portion of its Commitments Commitment or Loans (including participations in L/C Obligations and its in Swing Line Loans) or other Obligation owing to it (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations with under and in respect to Loans of any Loan and Letters of Creditany related Commitments) to any Person meeting the criteria of “Eligible Assignee” (isubject to Section 10.6(i)) any existing Lender consented to by each of the Persons specified below (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written each such consent (which consent shall not to be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution): (i) of the Administrative Agent, and, as long as Company; provided that no Event of Default is continuing, the prior written consent of the Borrower, and, Company shall be required (x) in the case of any Sale Lender, for an assignment of any Term Loan and any Term Loan Commitment to a Lender, an Affiliate of a Lender or a Related Fund, (y) if an Event of Default pursuant to Section 8.1(a), (f) or (g) has occurred and is continuing or (z) in the case of any Revolving LoanLender, Letter for an assignment of Credit or any Revolving Loan Commitmentand any Revolving Commitment to a Revolving Lender; provided that, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower Company shall be deemed to have been given consented to such assignment unless an objection is delivered it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), thereof; (ii) Administrative Agent, except with respect to (x) an assignment of any Term Loan and any Term Loan Commitment to a Lender, an Affiliate of a Lender or a Related Fund and (y) an assignment of any Revolving Loan and any Revolving Commitment to a Revolving Lender; (iii) being called herein an “Eligible Assignee”with respect to any proposed assignment of all or a portion of any Revolving Loan or Revolving Commitment, the Swing Line Lender; and (iv) with respect to any proposed assignment of all or a portion of any Revolving Loan or Revolving Commitment which increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding), the Issuing Banks; provided, howeverfurther, that each such assignment pursuant to this Section 10.6(c) shall be in an aggregate amount of not less than (wA) $5,000,000 (or such Sales do not have lesser amount as may be agreed to be ratable between by Company and Administrative Agent or as shall constitute the aggregate amount of the Revolving Loan Commitments and Revolving Loans of the Term Loan but must be ratable among the obligations owing to and owed by such Lender assigning Lender) with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as assignment of the effective date of the applicable Assignment) of the Loans, Revolving Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a applicable Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.-189- 105376510
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Covanta Holding Corp)
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed) to Agent, except in connection and with a proposed assignment respect to any Disqualified Institution) assignment of the Administrative AgentRevolving Loan or Revolving Loan Commitment, each L/C Issuer, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”)Borrowers; provided, however, that (wx) such Sales sales do not have to be ratable between among the Revolving Loan, the Term Loan B and the Term Loan A but must be ratable among the obligations owing to and owed by such Lender with respect to any of the Revolving Loans Loan, the Term Loan B or the Term Loan A and (y) for any of the Revolving Loan, (x) for each Loanthe Term Loan B and the Term Loan A, the aggregate outstanding principal amount (determined as of the effective date of the applicable AssignmentAssignment Agreement) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale sale shall be in a minimum amount of $1,000,000, unless such Sale sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such the Revolving Loan facility, the Term Loan B facility or the Term Loan A facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) Borrowers and the Administrative Agent andAgent; provided, in the case of any Sale of a Revolving Loanfurther, Letter of Credit that such sales or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales assignments by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidconsent.
Appears in 1 contract
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or an Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or an Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institutionwithheld) of Agent and, with respect to Sales regarding the Administrative AgentRevolving Facility, each L/C Issuer that is a Lender and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower Representative (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) five Business Days after notice of a proposed Sale sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”Borrower Representative); provided, however, that (wv) such Sales do not have to be ratable between the Revolving Loan and the Term Loan such Lender’s interest in each Facility but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or Facility subject of the Term LoanSale, (xw) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Loans and Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,0001,000,000 per Facility, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility Facility or is made with the prior written consent of the Borrower Representative (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (x) such Sales shall be effective only upon the acknowledgement in writing of such Sale by Agent, and (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender . No Sale shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale made to a Credit Party, a holder of other Indebtedness an Affiliate of a Credit Party or an Affiliate of such a holderParty, or to a any Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.
Appears in 1 contract
Right to Assign. Each Lender Purchaser may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments Note Purchase Commitment and its rights and obligations with respect to Loans and Letters of Creditthe Notes) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender)Purchaser, (ii) any Affiliate or Approved Fund of any existing Lender Purchaser, (other than a Non-Funding Lender iii) any FRN Holder or Impacted Lender) any Affiliate or Approved Fund of any FRN Holder or (iiiiv) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institutionit being agreed that assignments pursuant to this subclause (iv) with the prior written consent shall be acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”)Representative; provided, however, that (w) such Sales do the consent of Issuer Representative shall not be required if an Event of Default has occurred and is continuing, and Issuer Representative shall be deemed to have so consented if it shall not have responded (whether affirmatively or negatively) to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by a request for such Lender with respect to the Revolving Loans or the Term Loanconsent within five (5) Business Days after such request is made); provided further, (x) for each Loanhowever, that the aggregate outstanding principal amount (determined as of the effective date of the applicable AssignmentSale) of the Loans, Commitments and Letter of Credit Obligations Notes subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made in connection with the FRN Participation, to an existing Lender Purchaser or an Affiliate or Approved Fund of any existing LenderPurchaser, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower Issuer Representative (to the extent Borrower’s consent is otherwise required) and the Administrative Agent andAgent, (w) such Sales shall be effective only upon the acknowledgement in writing by such assignee that the case representations and warranties set 70 K&E 18182193 forth in Section 9.26(ii) shall be true and correct with respect to such assignee, (x) such Sales shall be effective only upon the acknowledgment in writing of any such Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, by the Revolver Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not shall be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender Purchasers shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Note Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted LenderNote Party, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In Notwithstanding anything herein to the contrary, except in connection with the FRN Participation, no event shall Purchaser may assign its rights and obligations hereunder or under any Lender Sell other Note Document unless (x) a ratable portion of such Purchaser’s Floating Rate Note Claims are assigned to the same assignee, any Loan of its Affiliates or Commitment to Borrower Approved Funds in accordance with the Plan Support Agreement, (y) such assignee is a Purchaser, an Affiliate or an Approved Fund of any Subsidiary thereof Purchaser (including assignor) or (z) the Agent and any such purported Sale shall be null and voidSupermajority Purchasers have consented.
Appears in 1 contract
Samples: Note Purchase Agreement
Right to Assign. Each Lender may or Issuing Bank (in such capacity and in its capacity as a Lender) shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments Commitment, Loans and its L/C Obligations owing to it (provided that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations with under and in respect to Loans of any applicable Loan and Letters any related Commitments; and provided further that, no partial assignment of Creditany outstanding Letter of Credit shall be permitted) to a Person who is (iA) any existing Lender an Eligible Assignee and (other than a Non-Funding Lender B) in the case of an Issuing Bank, has the Required Ratings (or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, andguarantor, as long as no Event contemplated by the definition of Default is continuing, “Required Ratings,” has the prior written consent of the BorrowerRequired Ratings), and, in the each case, is reasonably satisfactory to Administrative Agent and consented to by each Issuing Bank and Borrower (such consent not to be (x) unreasonably withheld, conditioned or delayed or (y) required (1) from Borrower at any time an Event of Default pursuant to Sections 7.1(a) (Failure To Make Payments When Due), 7.1(f) (Involuntary Bankruptcy; Appointment of Receiver, Etc.) or 7.1(g) (Voluntary Bankruptcy; Appointment of Receiver, Etc.) shall have occurred and then be continuing or (2) in case of any Sale assignment to a then-existing Lender or Issuing Bank or an Affiliate of a Revolving Loan, Letter of Credit such Lender or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer Issuing Bank); provided further that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given consented to any such assignment unless an objection is delivered it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof. Upon a Lender’s or Issuing Bank’s assignment of L/C Obligations, Commitments and outstanding Loans to an additional Lender or Issuing Bank, as applicable, (i) such additional Lender or Issuing Bank shall become vested with all of the rights, powers, privileges and duties of a proposed Sale is delivered to the BorrowerLender or Issuing Bank (as applicable) (each of the Persons described in clauses (i)hereunder, and (ii) and (iii) being called herein if the assignee is an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such saleIssuing Bank, such Non-Funding Lender curesassignee Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, or causes the cure ofif any, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales assigned to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidIssuing Bank.
Appears in 1 contract
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection ; provided that with a proposed assignment respect to any Disqualified Institution) such other Person that is the holder of any Bridge Obligations, Junior Subordinated Notes, Senior Subordinated Notes or preferred Stock of the Borrower, such acceptance shall be in the sole and absolute discretion of the Administrative Agent, ) to the Administrative Agent and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (wx) such Sales do not have to be ratable between the Revolving Loan and the Term Loan Facilities but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, a Facility and (xy) for each LoanFacility, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit L/C Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility Facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent andAgent. Notwithstanding the foregoing, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.
Appears in 1 contract
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders Xxxxxxx who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.
Appears in 1 contract
Samples: Credit Agreement (SelectQuote, Inc.)
Right to Assign. (i) Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to to: (iA) any existing Lender (other than a Non-Funding Lender or Impacted Defaulting Lender), ; (iiB) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender natural Person or Impacted a Defaulting Lender) ); or (iiiC) any other Person (other than the Borrower and its Subsidiariesa natural Person, a natural Person or, so long Defaulting Lender or any Borrower or any of any Borrower’s Affiliates or Subsidiaries) who is an “accredited investor” (as no Event defined in Regulation D of Default is then continuing, a Disqualified Institutionthe Securities Act of 1933) with the prior written consent acceptable (which consent acceptances shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution(x) of the Administrative Agent, and, (y) as long as no Specified Event of Default is continuing, the prior written consent of the BorrowerBorrower Representative, and, and (z) in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent Lender; provided that the acceptances of L/C Issuer and the Borrower Representative shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten seven (107) Business Days after notice of a proposed Sale is delivered to the Borrower) L/C Issuer and the Borrower Representative, as applicable. Notwithstanding any provision herein to the contrary: (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w1) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, Loans; (x2) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower Representative (to the extent Borrowerthe Borrower Representative’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, ; (y3) interest accrued, other than any interest that is payable-in- kind, prior to and through the date of any such Sale may not be assigned, and ; (z4) such Sales by Lenders who are Non-Funding Defaulting Lenders due to clause (a) of the definition of Non-Funding Defaulting Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such saleSale, such Non-Funding Defaulting Lender cures, or causes the cure of, its Non-Funding Defaulting Lender status as contemplated in subsection 1.11(e)(vSection 2.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.; and
Appears in 1 contract
Samples: Credit Agreement (Phreesia, Inc.)
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) 23. any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) 24. any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) 25. any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed) to Agent and, except in connection with respect to Sales of Revolving Loan Commitments, each L/C Issuer that is a proposed assignment to any Disqualified Institution) of the Administrative Agent, Lender and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower Representative (which such consent of L/C Issuer and the Borrower acceptances shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”Borrower Representative); provided, however, that (wv) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term LoanLoans, (xw) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower Representative (to the extent Borrower’s consent is otherwise required) and Agent, (x) such Sales shall be effective only upon the Administrative Agent and, acknowledgement in the case writing of any such Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver by Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of “Non-Funding Lender Lender” shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such saleSale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, an Affiliate of a Credit Party, a holder of other Indebtedness of a Credit Party Subordinated Debt or an Affiliate of such a holder, or to a any Person that would be a Non-Funding Lender or an Impacted Lender, or the Winnebago Credit Agreement 41858764 imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.
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Right to Assign. Each The Lender may shall have the unrestricted right at any time or from time to time, and without any Borrower's consent, to sell, transferassign, negotiate endorse, or assign (a “Sale”) transfer all or a any portion of its rights and obligations hereunder to one or more lenders or other entities (each an “Assignee”), and each Borrower agrees that it shall execute, or cause to be executed such documents including all without limitation, amendments to this Note and to any other Loan Documents as the Lender shall deem necessary to effect the foregoing. In addition, at the request of the Lender or a portion any such Assignee, the Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if the Lender has retained any of its Commitments and its rights and obligations with respect hereunder following such assignment, to Loans the Lender, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by this Note prior to such assignment and Letters shall reflect the amount of Credit) the respective commitments and loans held by such Assignee and the Lender after giving effect to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender)such assignment. Upon the execution and delivery of appropriate assignment documentation, (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) amendments, and any other Person (other than documentation required by the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such saleassignment, and the payment by such Assignee of the purchase price agreed to by the Lender and such Assignee, such Non-Funding Assignee shall be a party to this Note and shall have all of the rights and obligations of the Lender cureshereunder (and under any and all other guaranties, or causes documents, instruments, and agreements executed in connection herewith) to the cure ofextent that such rights and obligations have been assigned by the Lender pursuant to the assignment documentation between the Lender and such Assignee, and the Lender shall be released from its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale obligation hereunder and thereunder to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonablecorresponding extent. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void14.
Appears in 1 contract
Samples: www.sec.gov
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) shall have the right at any time to Transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments Revolving Commitment or Loans (including participations in L/C Obligations and its rights and obligations with respect Swingline Loans) or other Obligations owing to Loans and Letters it, to any Person meeting the criteria of Credit“Eligible Assignee” (subject to Section 10.6(g)) consented to by Borrowers (inot to be unreasonably withheld, conditioned or delayed); provided that no consent of Borrowers shall be required (x) any existing Lender (other than in the case of a Non-Funding Lender or Impacted Transfer to an Affiliate of a Lender), (iiy) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no if an Event of Default has occurred and is then continuing, a Disqualified Institutioncontinuing or (z) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale Lender, for a Transfer of any Loan and any Revolving Commitment to a Revolving LoanLender. Notwithstanding the foregoing, (a) if any Letter of Credit is outstanding, no Lender may Transfer its payment obligations, matured or Revolving Loan Commitmentcontingent, the Revolver Agent and each owing to any LC Issuing Bank under Section 2.3(c)(ii) or with respect to L/C Issuer Advances under Section 2.3(c)(iii) unless (A) such Transfer is to a Revolving Lender or (B) each LC Issuing Bank has approved such Transfer (such approval not to be unreasonably withheld, conditioned or delayed, provided that is a Lender (which the failure to give such consent approval shall be deemed to be not unreasonable so long as the Borrowers have not provided security in respect of the then outstanding L/C Issuer and Obligations pursuant to the Borrower last paragraph of Section 8.1); provided that each LC Issuing Bank shall be deemed to have been given consented to such Transfer unless an objection is delivered it objects thereto by written notice to the Administrative Agent and the assigning Lender within ten (10) Business Days after having received written notice of thereof; or (b) if a proposed Sale Swingline Loan has been made, no Lender may Transfer its payment obligations, owing to any Swingline Lender under Section 2.2(e) unless (A) such Transfer is delivered to a Revolving Lender or (B) the Borrower) Swingline Lender has approved such Transfer (each of the Persons described in clauses (i)such approval not to be unreasonably withheld, (ii) and (iii) being called herein an “Eligible Assignee”conditioned or delayed); provided, however, provided that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Swingline Lender shall be subject deemed to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales have consented to such Persons, shall not be deemed Transfer unless it objects thereto by written notice to be unreasonable. In no event shall any Administrative Agent and the assigning Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidwithin ten (10) Business Days after having received written notice thereof.
Appears in 1 contract
Right to Assign. Each Lender may shall have the right, subject to Section 10.07(9), at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments and its rights and obligations with respect Commitment or Loans owing to Loans and Letters of Credit) to it or other Obligations (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do pro rata assignments shall not have to be ratable between the Revolving required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, any related Commitments): (xi) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount Person meeting the criteria of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject the term “Eligible Assignee” upon the giving of notice to the Borrower and Administrative Agent’s ; and (ii) to any Person meeting the criteria of clause (b) of the definition of the term “Eligible Assignee” upon giving of notice to Borrower and Administrative Agent and the prior written consent in all instancesof Issuing Bank, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Swing Line Lender, Xxxxxxxx and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) in the imposition case of conditions Borrower, required at any time an Event of Default under Section 8.01(1), (6) or limitations (including limitations on voting7) upon Sales to such Persons, shall not have occurred and then be continuing); provided further that (A) Borrower shall be deemed to be unreasonable. In no event have consented to any such assignment of Revolving Loans or Revolving Commitments unless it shall any Lender Sell any Loan or Commitment object thereto by written notice to Borrower or any Subsidiary Administrative Agent within 10 Business Days after having received notice thereof and any (B) each such purported Sale assignment pursuant to this Section 10.07(3) shall be null in an aggregate amount of not less than (w) $5,000,000 with respect to the assignment of the Revolving Commitments and void.the Revolving Loans, (x) such lesser amount as agreed to by Borrower and Administrative Agent, (y) the aggregate amount of the Loans of the assigning Lender with respect to the Class being assigned or (z) the amount assigned by an assigning Lender to an Affiliate or Approved Fund of such Lender. (4)
Appears in 1 contract
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent Table of Contents acceptance shall not be unreasonably withheld or delayed) to Agent and, except in connection with respect to Sales of Revolving Loan Commitments, each L/C Issuer that is a proposed assignment to any Disqualified Institution) of the Administrative Agent, Lender and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower Representative (which such consent of L/C Issuer and the Borrower acceptances shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”Borrower Representative); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower Representative (to the extent Borrower’s consent is otherwise required) and Agent, (x) such Sales shall be effective only upon the Administrative Agent and, acknowledgement in the case writing of any such Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver by Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such saleSale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, an Affiliate of a Credit Party, a holder of other Indebtedness of a Credit Party Subordinated Debt or an Affiliate of such a holder, or to a any Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.
Appears in 1 contract
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a each, an “SaleAssignment”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of CreditLoans) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender)Eligible Assignee, (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, and, Agent and as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower (which such consent of L/C Issuer and the Borrower acceptances shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale Assignment is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and or (iii) being called herein an “Eligible Assignee”)with respect to the Term Loans, to any Person other than a Credit Party, and Affiliate of a Credit Party, or a natural person; provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date Closing Date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale Assignment shall be in a minimum amount of $1,000,0002,000,000, unless such Sale Assignment is made to an existing Lender or an Affiliate or Approved Fund Eligible Assignee of any existing Lender, is of the assignor’s (together with its Affiliates and Approved FundsEligible Assignees) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and Administrative Agent, (x) such Assignment shall be effective only upon the acknowledgement in writing of such sale by Administrative Agent and(such acknowledgment not to be unreasonably withheld, in the case of any Sale of a Revolving Loanconditioned, Letter of Credit or Revolving Loan Commitment, the Revolver Agentdelayed), (y) interest accrued, accrued prior to and through the date of any such Sale Assignment may not be assigned, and (z) such Sales Assignment by Lenders who are Non-Funding Defaulting Lenders due to clause (a) of the definition of Non-Funding Defaulting Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such saleAssignment, such Non-Funding Defaulting Lender cures, or causes the cure of, its Non-Funding Defaulting Lender status as contemplated in subsection 1.11(e)(v)status. The Administrative Agent’s refusal to accept a Sale sale to a Credit Party, an Affiliate of a Credit Party, a holder of other Indebtedness of a Credit Party Subordinated Debt or an Affiliate of such a holder, or to a any Person that would be a Non-Funding Defaulting Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.
Appears in 1 contract
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than (x) a Non-Funding Lender natural Person, (y) the Borrower, the Permitted Investors or Impacted Lenderany of their respective Affiliates except, in each case, in accordance with clause (g) below and (z) a holder of obligations under any Subordinated Debt or an Affiliate of such holder), (ii) any Affiliate or Approved Fund of any existing Lender (other than (x) a Non-Funding Lender natural Person, (y) the Borrower, the Permitted Investors or Impacted Lenderany of their respective Affiliates except, in each case, in accordance with clause (g) below and (z) a holder of obligations under any Subordinated Debt or an Affiliate of such holder) or (iii) any other Person (other than the Borrower and its Subsidiaries, (x) a natural Person oror (y) the Borrower, so long as no Event the Permitted Investors or any of Default is then continuingtheir respective Affiliates except, a Disqualified Institutionin each case, pursuant to clause (g) with the prior written consent below) acceptable (which consent acceptance shall not be unreasonably withheld withheld, conditioned or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, Syndication Agent and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower (which such consent of L/C Issuer acceptance shall (i) not be unreasonably withheld, conditioned or delayed and the Borrower shall (ii) be deemed to have been given unless an objection is delivered to if the Administrative Agent Borrower has not responded within ten (10) five Business Days after notice of a proposed Sale is delivered to written request for such acceptance); provided that (A) the Borrower) (each written consent of the Persons described in clauses (i), (ii) Borrower shall always be required for assignments to Disqualified Competitors and (iiiB) being called herein an “Eligible Assignee”)the consent of the Borrower shall not be required in connection with the initial syndication of the Term Loans; provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations Term Loans subject to any such Sale SECOND LIEN CREDIT AGREEMENT WESTWOOD ONE, INC. 91 shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility the Term Loans or is made with the prior written consent of the Borrower (to the extent the Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Syndication Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a obligations under the First Lien Credit Party Agreement or any Subordinated Debt or an Affiliate of such a holder, or to holder (including any such holder that is a Person that would be a Non-Funding or Impacted Lender), or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event Notwithstanding anything to the contrary contained herein, MIHI LLC shall have the absolute right, without obligation to obtain any Lender Sell any consent of the Loan or Commitment to Borrower Parties or any Subsidiary thereof Lender, to sell or assign to third parties such portion of MIHI LLC’s Commitments and Term Loans as MIHI LLC deems necessary to enable MIHI LLC and its Affiliates to ensure that they have no attributable stake in the Borrower for purposes of the regulations of the FCC, or any such purported Sale shall be null and voidsuccessor agency thereto, or to otherwise comply with FCC regulations.
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Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) ), or (iii) subject to compliance in all respects with subsection 9.9(g), an Affiliated Lenders, or (iv) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, Agent and, as long as no Event of Default is continuing, the prior written consent of Borrower (provided, that the Borrower’s consent shall in all cases be required (and may be withheld in the Borrower’s discretion notwithstanding the foregoing) with respect to a Sale to any Disqualified Lender), and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent acceptances of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loans or between each Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the a Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v1.12(e)(v). The Administrative Notwithstanding the foregoing, no Sale may be made to a Credit Party, an Affiliate of a Credit Party other than an Affiliated Lender in accordance with subsection 9.9(g), a holder of Subordinated Indebtedness or an Affiliate of such a holder (other than an Affiliate Lender in accordance with subsection 9.9(g)). Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.
Appears in 1 contract
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of CreditLoans) to (iI) any existing Lender (other than a Non-Funding Lender or an Impacted Lender), (iiII) any Affiliate or Approved Fund of any existing Lender (other than a Non-Non- Funding Lender or an Impacted Lender) or (iiiIII) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (v) no Sales may be made to Holdings or any of its Subsidiaries or Affiliates, (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term LoanLoans, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Loans and Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,0002,500,000 in the case of a Sale of Loans and Loan Commitments, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent the Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Non- Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.
Appears in 1 contract
Samples: Credit Agreement (GSE Holding, Inc.)
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution(A) of the Administrative Agent, and(B) with respect to Sales of Revolving LoanLC Facility Commitments, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a aLC Facility Lender and (C) as long as no Default or Event of Default is continuing, after the completion of the primary syndication of the Loans and Commitments, the Borrower (which such consent of L/C Issuer and the Borrower acceptances shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (wu) in no event shall any Sale be made to (1) a Credit Party or any Subsidiary or Affiliate of a Credit Party or, (2) competitors of the Borrower identified in writing to the Agent prior to the date hereof andor (3) any Person identified to the Lenders, and approved by, the AgentRequired Lenders, prior to the date hereofEffective Date, (v) such Sales do not have to be ratable between the Revolving Loan LoanLoans, Letter of Credit Obligations, Term Out Revolving Loans and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans, Letter of Credit Obligations, Term Out Revolving Loans or the Term Loan, (xw) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,0005,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and Agent, (x) such Sales shall be effective only upon the Administrative acknowledgement in writing of such Sale by Agent and, in by Agent’s execution and delivery of the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agentrelevant Assignment, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such saleSale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party Subordinated Debt or an Affiliate of such a holder, or to a any Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.
Appears in 1 contract
Samples: Credit Agreement (Radioshack Corp)
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed) to Agent and, except in connection with respect to Sales of Revolving Loan Commitments, each L/C Issuer that is a proposed assignment to any Disqualified Institution) of the Administrative Agent, Lender and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower (which such consent of L/C Issuer and the Borrower acceptances shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (wv) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term LoanLoans, (xw) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and Agent, (x) such Sales shall be effective only upon the Administrative Agent and, acknowledgement in the case writing of any such Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver by Agent, (y) interest accrued, other than any interest that is payable-in-kind, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such saleSale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, an Affiliate of a Credit Party, a holder of other Subordinated Indebtedness of a Credit Party or an Affiliate of such a holder, or to a any Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.
Appears in 1 contract
Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments and its rights and obligations with respect or Loans owing to Loans and Letters it or other Obligations to any Person meeting the criteria of Credit) the definition of the term “Eligible Assignee” upon giving of notice to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower Representative and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified InstitutionAdministrative Agent and consented to by the Administrative Agent (such consent not to be unreasonably delayed or withheld) with and the prior written Borrower Representative (such consent not to be (which consent shall not be x) unreasonably withheld or delayed, except in connection (y) required with a proposed assignment respect to any Disqualified Institutionperson meeting the criteria of clause (i) of the Administrative Agent, and, as long as no term “Eligible Assignee” or (z) required (1) at any time an Event of Default is continuingarising under Section 8.1(a), (f) or (g) shall have occurred and then be continuing or (2) during the prior written consent primary syndication of the Borrower, and, Loans); provided that each such assignment pursuant to this Section 10.6(c) (treating contemporaneous assignments by or to Related Funds as one assignment for such purposes) shall be in the case an aggregate amount of any Sale of a Revolving Loan, Letter of Credit not less than $1,000,000 (or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and lesser amount as may be agreed to by the Borrower Representative and Administrative Agent or as shall constitute the aggregate amount of the Loans of the applicable Class of the assigning Lender) with respect to the assignment of Loans. The Borrower Representative shall be deemed to have been given consented to any such assignment for which its consent is required hereunder unless an objection is delivered the Borrower Representative shall object thereto by written notice to the Administrative Agent within ten (10) 105 Business Days after having received notice of a such proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidassignment.
Appears in 1 contract
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, each L/C Issuer that is a Lender and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower (which such consent acceptances of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term LoanLoans, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender Lenders shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, an Affiliate of a Credit Party, a holder of other Senior Notes or Subordinated Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event Notwithstanding anything to the contrary contained herein, GE Capital shall have the absolute right, without obligation to obtain any Lender Sell any Loan or Commitment to Borrower consent of the Credit Parties or any Subsidiary thereof Lender, to sell or assign to third parties such portion of GE Capital’s Commitments and any such purported Sale shall be null Loans to the Borrower as GE Capital deems necessary to enable GE Capital and voidits Affiliates to ensure that they have no attributable interest in the Borrower for purposes of the Communications Laws, or to otherwise comply with the Communications Laws.
Appears in 1 contract
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Revolving Loan Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than subject to the Borrower and its Subsidiaries, a natural Person or, so long as no Event last sentence of Default is then continuing, a Disqualified Institutionthis Section 9.9(b)) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, each L/C Issuer that is a Lender and, as long as no Event of Default is continuing, the prior written consent Borrower Representative (which acceptances of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer Issuers and the Borrower Representative shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after written notice of a proposed Sale sale is delivered to the Borrower) (each of the Persons described in clauses (i)such L/C Issuers and Borrower Representative, (ii) and (iii) being called herein an “Eligible Assignee”as applicable); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Revolving Loan Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower Representative (to the extent Borrower’s consent is otherwise required) and Agent, (x) such Sales shall be effective only upon the Administrative Agent and, acknowledgement in the case writing of any such Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver by Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances. Unless consented to by the Agent and the Lenders, unless in connection with such sale, such Non-Funding no Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept may consummate a Sale of all or a portion of its rights and obligations hereunder to a Credit Party, an Affiliate of a Credit Party, a holder of other Indebtedness of Subordinated Debt or a Credit Party or an known Affiliate of such a holder, holder or to a Person that would be a Non-Funding or Impacted Lender, or holder of the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Term Loan or Commitment to Borrower B or any Subsidiary thereof and any known Affiliate of such purported Sale shall be null and voidholder.
Appears in 1 contract
Samples: Credit Agreement (Talbots Inc)
Right to Assign. Each Subject to the last sentence of this Section 14.2(b), each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Closing Date Advance Commitments and its rights and obligations with respect to Loans and Letters of CreditAdvances) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate, Lender Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall shall, in each case, not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, Agent and, as long as no Event of Default under Sections 9.1, 9.4 or 9.5 is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent if Borrower has not responded in writing within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”any request for such consent); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term LoanAdvances and Closing Date Advance Commitments, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Advances and Closing Date Advance Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate, Lender Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates Affiliates, Lender Affiliate and Approved Funds) entire interest in such facility the Credit Facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, and (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(vSection 2.13(d)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Loan Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In It being understood that notwithstanding anything else to the contrary provided herein (but subject to the last paragraph of this clause (b)), the Initial Lenders are permitted to sell, transfer, negotiate or assign all or a portion of their rights and obligations hereunder (including all or a portion of Closing Date Advance Commitments and their rights and obligations with respect to Advances) in any amount, at any time, and to any Person at the sole discretion of Initial Lenders, without the consent of Agent (other than to the extent that indemnification obligations owed by an assigning Lender to Agent were accrued prior to the date of such assignment and Agent has made demand upon such Lender in writing for indemnity prior to such assignment, in each case, in accordance with the provisions hereof, in which case, such assignment shall be subject to the consent of the Agent, which shall not be unreasonably delayed or withheld provided that Agent shall have no event shall such consent right in regards to any Lender Sell assignment or prospective assignment that Agent was aware of on the date hereof), any Loan or Commitment to other Lender, the Borrower or any Subsidiary thereof and any such purported Sale other Loan Party. Notwithstanding anything else to the contrary provided herein, as long as no Event of Default under Sections 9.1, 9.4 or 9.5 is continuing, no Lender (including the Initial Lenders) shall be null permitted to assign any Advances or Closing Date Advance Commitments to any Disqualified Person, Non-Funding Lender or an Impacted Lender. The Agent and voideach assignor of Closing Date Advance Commitments or an Advance hereunder shall be entitled to rely conclusively on a representation of the assignee Lender in the relevant Assignment that such assignee is not a Disqualified Person, Non-Funding Lender or an Impacted Lender, provided, that such reliance by such assignor is in good faith and reasonable under the circumstances existing at the time of the Sale. Neither the Agent nor the Lenders shall have any responsibility or liability for monitoring the list or identities of, or enforcing provisions relating to Disqualified Persons, Non-Funding Lenders or Impacted Lenders.
Appears in 1 contract
Samples: Purchase Money Loan and Security Agreement (SAExploration Holdings, Inc.)
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (iI) any existing Lender (other than a Non-Funding Lender or an Impacted Lender), (iiII) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or an Impacted Lender) or (iiiIII) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution(x) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, (y) in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is and the Swingline Lender and (z) in the case of any Sale of a Lender Revolving Loan, Letter of Credit or Revolving Loan Commitment and then only so long as no Event of Default then exists, the Borrower (which such consent acceptance of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (u) no Sales may be made to any Person identified in writing by the Borrower and delivered to the Arrangers on or prior to April 20, 2011 in connection with the Existing Credit Agreement (the “List of Identified Disqualified Financial Institutions”), and any other Person who (i) owns, directly or indirectly, a majority of the equity interests of any Person on the List of Identified Disqualified Financial Institutions, (ii) is controlled by any Person described in the foregoing clause (i) (for purposes hereof, “control” being the power to direct or cause the direction of management and policies of a person, whether by contract or otherwise) or (iii) is a Subsidiary of any Person on the List of Identified Disqualified Financial Institutions, in each case, without the prior written consent of the Borrower (which consent may be withheld by the Borrower in its sole discretion), which List of Identified Disqualified Financial Institutions has been made available by Agent to the Lenders (it being understood and agreed, (I) neither Agent nor any assigning Lender shall have any duty to inquire as to whether any prospective Lender is a Person described in the preceding clause (u), nor shall Agent or any assigning Lender incur any liability to any Credit Party or any other Person for consummating a Sale to a Person described in the preceding clause (u) and (II) the applicable Assignment shall contain representations and warranties by the assignee Lender that it is not a Person described in the preceding clause (u) and such assignee Lender shall be solely liable for any breach of such representation and warranty), (v) no Sales may be made to Holdings or any of its Subsidiaries or Affiliates, (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term LoanLoans, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,0002,500,000 in the case of a Sale of Revolving Loans and Revolving Loan Commitments, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent the Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Non- Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Non- Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.
Appears in 1 contract
Samples: First Lien Revolving Credit Agreement (GSE Holding, Inc.)
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Term Loan Commitments and its rights and obligations with respect to Loans and Letters of CreditTerm Loans) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than subject to the Borrower and its Subsidiaries, a natural Person or, so long as no Event last sentence of Default is then continuing, a Disqualified Institutionthis Section 9.9(b)) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent Borrower Representative (which acceptance of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower Representative shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after written notice of a proposed Sale sale is delivered to the Borrower) (each of the Persons described in clauses (i)Borrower Representative, (ii) and (iii) being called herein an “Eligible Assignee”as applicable); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Term Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Term Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,0002,500,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower Representative (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (x) such Sales shall be effective only upon the acknowledgement in writing of such Sale by Agent, and (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned. Unless consented to by the Agent and the Required Lenders, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding no Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept may consummate a Sale of all or a portion of its rights and obligations hereunder to a Credit Party, an Affiliate of a Credit Party, a holder of other Indebtedness of Subordinated Debt or a Credit Party or an known Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.
Appears in 1 contract
Samples: Term Loan Agreement (Talbots Inc)
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so So long as no Lease Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Bankruptcy Default is continuing, Lessee may assign this Lease to any Person without the prior written consent of the Borrower, and, in the case Lessor. Any assignee shall assume any obligations of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent Lessee arising from and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignmentassignment. Notwithstanding the assignment by Lessee of this Lease, such assignment shall not release Lessee from its primary liability for the performance of its duties and obligations under the Operative Documents to which it is a party, and the Lessee named herein (and all subsequent assignees) shall continue to be obligated for all obligations of "Lessee" in this Lease or in any other Operative Document, which obligations shall continue in full effect as obligations of a principal and not of a guarantor or surety, as though no assignment had been made. Any assignor of this Lease who so requests in writing of Lessor will have the Loansright, Commitments and Letter of Credit Obligations subject subsequent to any assignment (a) to receive a duplicate copy of each notice of default sent by Lessor to the assignee hereunder (and no such Sale notice shall be in a minimum amount of $1,000,000effective as against the assignee, as well as any subsequent assignees, unless and until such Sale is made copy has been delivered to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned), and (zb) to cure any default by such Sales by Lenders who are Non-Funding Lenders due to clause (a) assignee under the Lease within the cure period provided for hereunder. To the extent an assignor of this Lease performs on behalf of Lessee the definition obligations of Non-Funding Lender Lessee hereunder, such assignor shall be subject subrogated to the Administrative Agent’s prior written consent in all instances, unless in connection with rights of Lessor (provided that any claim by such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale assignor shall be null and voidsubordinate to any claim of Lessor).
Appears in 1 contract
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent Agents and each L/C Issuer that is a Lender and, as long as no Specified Event of Default is continuing, the Borrowers (which such consent acceptances of L/C Issuer and the Borrower Borrowers shall be deemed to have been given unless an objection is delivered to the Administrative US Agent within ten five (105) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”Borrowers); provided, however, that (wv) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender (and its Affiliates and Approved Funds) with respect to the US Revolving Loans or and Canadian Revolving Loans (and the Term LoanCommitments with respect thereto), (xw) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,0001,000,000 with respect to each of the US Revolving Loan Commitment and the Canadian Revolving Loan Commitment, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower Borrowers (to the extent Borrower’s Borrowers’ consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver AgentAgents, (yx) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (zy) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender Lenders shall be subject to the Administrative Agent’s Agents’ prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v) and (z) the Borrowers’ consent shall be required (and may be withheld in the Borrowers’ discretion notwithstanding the foregoing) with respect to an assignment to (I) any Person identified on the List of Identified Financial Institutions prepared by Borrowers and delivered to US Agent prior to the Closing Date (as such list is in effect on the Closing Date without any revision or update thereto not consented to in writing by US Agent in its sole discretion), which List of Identified Financial Institutions shall be provided to any Lender (or prospective Lender) upon such Lender’s (or prospective Lender’s) request and (II) a Person (A) who is set forth on the List of Competitors (which List of Competitors shall be provided to any Lender (or prospective Lender) upon such Lender’s (or prospective Lender’s) request) prepared by Borrowers and delivered to US Agent prior to the Closing Date (as such list may be updated not more than two (2) times during any twelve (12) consecutive month period; provided any new Person added to such list shall be reasonably determined by US Agent and Borrowers to be in direct competition with the business of the Borrowers as conducted on the date hereof) (each Person included on such List of Competitors, a “Competitor”), (B) a Person who owns, directly or indirectly, a majority of the equity securities of a Competitor (such Person, a “Competitor Owner”), (C) a Person who is controlled by a Competitor Owner (for the purposes hereof, “control” being the power to direct or cause the direction of management and policies of a person, whether by contract or otherwise) or (D) a direct or indirect Subsidiary of a Competitor; provided, further, that the List of Identified Financial Institutions shall not be permitted to be updated more than one (1) time during any twelve (12) consecutive month period or, in any event, without the consent of US Agent. The Administrative Neither any Agent nor any assigning Lender shall have any duty to inquire as to whether any prospective Lender is a Person described in the preceding clauses (I) or (II), nor shall any Agent or any assigning Lender incur any liability to any Credit Party or any other Person for consummating a Sale to a Person described in the preceding clauses (I) or (II), it being agreed to and understood that the applicable Assignment shall contain representations and warranties by the assignee Lender that it is not a Person described in the preceding clauses (I) or (II) and such assignee Lender shall be solely liable for any breach of such representation and warranty. An Agent’s refusal to accept a Sale to a Credit Party, an Affiliate of a Credit Party, a holder of other Subordinated Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.
Appears in 1 contract
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (each an “Eligible Assignee”): (i) any existing Lender (other than Lender; provided that no such sale, transfer, negotiation or assignment may be made to any such Person that is, to the knowledge of such assigning Lender, a Non-Funding Lender or Impacted Defaulting Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than Lender; provided that no such sale, transfer, negotiation or assignment may be made to any such Person that is, to the knowledge of such assigning Lender, a Non-Funding Lender or Impacted Defaulting Lender) , or (iii) any other Person (other than the Borrower and or any of its Subsidiaries, a natural Person or, so long Subsidiaries except as no Event of Default is then continuing, a Disqualified Institutionprovided in Section 2.21) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution(x) of the Administrative Agent, andand (y) in the case of any sale, transfer, negotiation or assignment of Revolving Credit Commitments (and related Obligations) only, (I) the Swingline Lender, (II) each L/C Issuer, and (III) as long as no Default or Event of Default is continuing, the prior written consent of the Borrower; provided, andhowever, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and A) the Borrower shall be deemed to have been given consented to any such sale, transfer, negotiation or assignment unless an objection is delivered it shall object thereto by written notice to the Administrative Agent within ten (10) 5 Business 120 Days after having received notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i)thereof, (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (wB) such Sales sales, transfers, negotiations or assignments do not have to be ratable between the Revolving Loan and the Term Loan Facilities but must be ratable among the obligations Obligations owing to and the obligations owed by such Lender with respect to the Revolving Loans or the Term Loan, a Facility and (xC) for each LoanFacility, the aggregate outstanding principal amount (determined as of the effective date of the applicable AssignmentAssignment or other sale, transfer, negotiation or assignment) of the Loans, Commitments and Letter of Credit L/C Obligations subject to any such Sale sale, transfer, negotiation or assignment shall be in a minimum amount of $1,000,0001,000,000 in the case of a sale, transfer, negotiation or assignment of Term Loans and $5,000,000 in the case of a sale, transfer, negotiation or assignment of Revolving Loans and Revolving Credit Commitments, unless such Sale sale, transfer, negotiation or assignment is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility Facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, Assignments shall not be deemed required to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidpro rata among the Facilities.
Appears in 1 contract
Samples: Credit Agreement (Alere Inc.)
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) shall have the right at any time to Transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments Revolving Commitment or Loans (including participations in L/C Obligations and its rights and obligations with respect Swingline Loans) or other Obligations owing to Loans and Letters it, to any Person meeting the criteria of Credit“Eligible Assignee” (subject to Section 10.6(g)) consented to by Borrowers (inot to be unreasonably withheld, conditioned or delayed); provided that no consent of Borrowers shall be required (x) any existing Lender (other than in the case of a Non-Funding Lender or Impacted Transfer to an Affiliate of a Lender), (iiy) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no if an Event of Default has occurred and is then continuing, a Disqualified Institutioncontinuing or (z) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale Lender, for a Transfer of any Loan and any Revolving Commitment to a Revolving LoanLender. Notwithstanding the foregoing, (a) if any Letter of Credit is outstanding, no Lender may Transfer its payment obligations, matured or Revolving Loan Commitmentcontingent, the Revolver Agent and each owing to any LC Issuing Bank under Section 2.3(c)(ii) or with respect to L/C Issuer Advances under Section 2.3(c)(iii) unless (A) such -152- CREDIT AGREEMENT (PATTERN REVOLVER) Transfer is to a Revolving Lender or (B) each LC Issuing Bank has approved such Transfer (such approval not to be unreasonably withheld, conditioned or delayed); provided that is a Lender (which such consent of L/C Issuer and the Borrower each LC Issuing Bank shall be deemed to have been given consented to such Transfer unless an objection is delivered it objects thereto by written notice to the Administrative Agent and the assigning Lender within ten (10) Business Days after having received written notice of thereof; or (b) if a proposed Sale Swingline Loan has been made, no Lender may Transfer its payment obligations, owing to any Swingline Lender under Section 2.2(e) unless (A) such Transfer is delivered to a Revolving Lender or (B) the Borrower) Swingline Lender has approved such Transfer (each of the Persons described in clauses (i)such approval not to be unreasonably withheld, (ii) and (iii) being called herein an “Eligible Assignee”conditioned or delayed); provided, however, provided that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Swingline Lender shall be subject deemed to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales have consented to such Persons, shall not be deemed Transfer unless it objects thereto by written notice to be unreasonable. In no event shall any Administrative Agent and the assigning Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidwithin ten (10) Business Days after having received written notice thereof.
Appears in 1 contract
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a each, an “SaleAssignment”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, and, Agent and as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrowers (which such consent of L/C Issuer and the Borrower acceptances shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale Assignment is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”Borrowing Representative); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale Assignment shall be in a minimum amount of $1,000,0005,000,000, unless such Sale Assignment is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower Borrowers (to the extent Borrower’s consent is otherwise required) and Agent, (x) such Assignment shall be effective only upon the Administrative Agent and, acknowledgement in the case writing of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver such sale by Agent, (y) interest accrued, accrued prior to and through the date of any such Sale Assignment may not be assigned, and (z) such Sales Assignment by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such saleAssignment, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v)status. The Administrative Agent’s refusal to accept a Sale sale to a Credit Party, an Affiliate of a Credit Party, a holder of other Indebtedness of a Credit Party Subordinated Debt or an Affiliate of such a holder, or to a any Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.
Appears in 1 contract
Right to Assign. Each Tranche A Lender may sell, transfer, negotiate or assign (a “Sale”) to one or more Eligible Tranche A Assignees and each Tranche B Lender may sell, transfer, negotiate or assign to one or more Eligible Tranche B Assignees all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to the Revolving Loans, the Swing Loans and the Letters of Credit) to ); provided, however, that (i) if any existing Lender (other than a Non-Funding Lender or Impacted such assignment shall be of the assigning Lender)'s Outstandings and Commitment, such assignment shall cover the same percentage of such Lender's Outstandings and Commitment, (ii) any the aggregate amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the Assignor's entire interest) be less than five million Dollars ($5,000,000) or an integral multiple of one million Dollars ($1,000,000) in excess thereof; (iii) if such assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of any existing Lender a Lender, such assignment shall be subject to (other than a Non-Funding Lender or Impacted Lenderx) or (iii) any other Person (other than in the Borrower case of rights and its Subsidiaries, a natural Person or, obligations of Tranche A Lenders and so long as no Event of Default is then continuing, Special Majority Lenders may accept a Disqualified Institution) with Borrower's Plan under Section 12.9 to the prior written consent of the Administrative Agent in its sole and absolute discretion, (y) in the case of any Tranche A Revolving Loans or Tranche A Commitments held by the Administrative Agent to the prior written consent of at least two (2) original Tranche A Lenders (or if there are less than four (4) original Tranche A Lenders, Tranche A Lenders holding at least fifty percent (50%) of the Tranche A Commitments) in their sole and absolute discretion, and (z) and in all other cases to the prior consent of the Administrative Agent and the Borrower (which consent shall not be unreasonably withheld or delayed); and provided, except in connection with a proposed assignment to further, that, notwithstanding any Disqualified Institution) other provision of the Administrative Agent, and, as long as no Event of Default is continuingthis Section 13.2, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to required for any assignment occurring when any Event of Default shall have occurred and be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidcontinuing.
Appears in 1 contract
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments Allocation and its rights and obligations with respect to Loans and Letters of Creditany Loan pursuant to any Loan Document) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified InstitutionPerson) with the prior written consent (approved in writing by Agent and a Dealer, which consent Dealer approval shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered if no Dealer provides a response to the Administrative Agent a request for approval within ten (10) Business Days after notice of a proposed Sale such request is delivered to the Borrower) sent (each of the Persons described in clauses (i), (ii) provided that no Dealer approval shall be required if any Default has occurred and (iii) being called herein an “Eligible Assignee”is continuing); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each LoanLoan pursuant to this Agreement or any Loan Document, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignmentassignment) of the Loans, Commitments and Letter of Credit Obligations Allocation subject to any such Sale shall be in a minimum amount of $1,000,0005,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved FundsAffiliates) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (x) such Sales shall be effective only upon the acknowledgement in writing of such Sale by Agent, and (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned. “Disqualified Person” means any business competitor of any Dealer that is in the same or similar line of business as any Dealer (other than the business of providing financial services) and such competitor has been identified as such in a writing by any Dealer Fourth Amended and Restated Inventory Financing Agreement 20 KCP-8393129-10 NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, and (z) such Sales by Lenders who are Non-Funding Lenders due AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST. delivered to clause (a) of the definition of Non-Funding Lender shall be subject Agent. In addition, notwithstanding anything to the Administrative Agent’s prior written consent contrary contained in this Section 20, any Lender may disclose on a confidential basis any non-public information relating to its Loans to any prospective assignee, SPV or rating agency rating the obligations of such Lender. Notwithstanding the foregoing, CDF, as Agent and/or a Lender, has the right to complete a Sale of all instances, unless or any portion of its interest in the Loan and Loan Documents to any Person in connection with such sale, such Non-Funding Lender cures, a sale or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agentother transfer of all or a material portion of CDF’s refusal to accept a Sale business to a Credit Partythird party, a holder without the consent of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower Dealer or any Subsidiary thereof and any such purported Sale shall be null and voidLender.
Appears in 1 contract
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments Allocation and its rights and obligations with respect to Loans and Letters of Creditany Loan pursuant to any Loan Document) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified InstitutionPerson) with the prior written consent (approved in writing by Agent and a Dealer, which consent Dealer approval shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered if no Dealer provides a response to the Administrative Agent a request for approval within ten (10) Business Days after notice of a proposed Sale such request is delivered to the Borrower) sent (each of the Persons described in clauses (i), (ii) provided that no Dealer approval shall be required if any Default has occurred and (iii) being called herein an “Eligible Assignee”is continuing); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each LoanLoan pursuant to this Agreement or any Loan Document, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignmentassignment) of the Loans, Commitments and Letter of Credit Obligations Allocation subject to any such Sale shall be in a minimum amount of $1,000,0005,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved FundsAffiliates) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (x) such Sales shall be effective only upon the acknowledgement in writing of such Sale by Agent, and (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned. “Disqualified Person” means any business competitor of any Dealer that is in the same or similar line of business as any Dealer (other than the business of providing financial services) and such competitor has been identified as such in a writing by any Dealer delivered to Agent. In addition, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject notwithstanding anything to the Administrative Agent’s prior written consent contrary contained in this Section 20, any Lender may disclose on a confidential basis any non-public information relating to its Loans to any prospective assignee, SPV or rating agency rating the obligations of such Lender. Second Amended and Restated Inventory Financing Agreement 22 KCP-4616003-20 NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST. Notwithstanding the foregoing, CDF, as Agent and/or a Lender, has the right to complete a Sale of all instances, unless or any portion of its interest in the Loan and Loan Documents to any Person in connection with such sale, such Non-Funding Lender cures, a sale or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agentother transfer of all or a material portion of CDF’s refusal to accept a Sale business to a Credit Partythird party, a holder without the consent of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower Dealer or any Subsidiary thereof and any such purported Sale shall be null and voidLender.
Appears in 1 contract
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, Agent and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Lender, (which such consent acceptances of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan A but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans Loan or the a Term LoanLoan A, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(vSection 9.9(d)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, an Affiliate of a Credit Party, a holder of other Subordinated Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.
Appears in 1 contract
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed) to Agent and, except in connection with respect to Sales of Revolving Loan Commitments, each L/C Issuer that is a proposed assignment to any Disqualified Institution) of the Administrative Agent, Lender and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower (which such consent acceptances of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i)each, (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loans or between each Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the a Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, an Affiliate of a Credit Party, a holder of other Senior Notes or Subordinated Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event Notwithstanding anything to the contrary contained herein, GE Capital shall have the absolute right, without obligation to obtain any Lender Sell any Loan or Commitment to Borrower consent of the Credit Parties or any Subsidiary thereof Lender, to sell or assign to third parties such portion of GE Capital’s Commitments and any such purported Sale shall be null Loans to the Borrower as GE Capital deems necessary to enable GE Capital and voidits Affiliates to ensure that they have no attributable interest in the Borrower for purposes of the Communications Laws, or to otherwise comply with the Communications Laws.
Appears in 1 contract
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed) to Agent and, except in connection with respect to Sales of Revolving Loan Commitments, each L/C Issuer that is a proposed assignment to any Disqualified Institution) of the Administrative Agent, Lender and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower (which such consent of L/C Issuer and the Borrower acceptances shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (wv) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term LoanLoans, (xw) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and Agent, (x) such Sales shall be effective only upon the Administrative Agent and, acknowledgement in the case writing of any such Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver by Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such saleSale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, an Affiliate of a Credit Party, a holder of other Indebtedness of a Credit Party Subordinated Debt or an Affiliate of such a holder, or to a any Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.
Appears in 1 contract
Samples: Credit Agreement (Solo Cup CO)
Right to Assign. Each Lender may sellCommitment, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or participation therein, or other Obligation may in whole or in part (i) be assigned, in any amount to another Lender, or to an Affiliate of the assigning Lender or another Lender or Related Fund, or may be pledged by a Lender in support of its obligations to such pledgee (without releasing the pledging Lender from any of its obligations hereunder), provided that the provisions of this clause (i) shall not apply to LVSC to the extent LVSC becomes a “Lender” as a result of the provisions of Section 10.6(j), (ii) subject to clause (iii) below, be assigned in an aggregate amount of not less than $1,000,000 (or such lesser amount (A) if contemporaneous assignments approved by Administrative Agent in its sole discretion aggregating not less than $1,000,000 are being made by one or more Eligible Assignees (other than LVSC) which are Affiliates or Related Funds or (B) as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and participations therein, and other obligations of the assigning Lender) to any Eligible Assignee, in each case, with the giving of notice to Borrower and Administrative Agent or (iii) with respect to assignments of Term Loans to LVSC pursuant to and in accordance with the terms and conditions of Section 10.6(j), be assigned in an aggregate amount of not less than the amount specified in Section 10.6(j)(ii) with the giving of prompt notice to Administrative Agent; provided that if any assignment permitted by this clause (c) relates to Revolving Loans, Revolving Loan CommitmentCommitments, Delayed Draw I Term Loan Commitments prior to the Delayed Draw I Term Loan Commitment Termination Date or Delayed Draw II Term Loan Commitments prior to the Delayed Draw II Term Loan Commitment Termination Date, the Revolver assignee shall represent that it has the financial resources to fulfill its commitments hereunder and such assignment is consented to by Administrative Agent (in its sole discretion, not to be unreasonably withheld or delayed), and each L/C Issuer that at any time other than when an Event of Default has occurred and is a Lender (which continuing, such assignee shall be acceptable to Borrower, such consent not to be unreasonably withheld or delayed. To the extent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described any such assignment in clauses accordance with clause (i), (ii) and or (iii) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, or other Obligations or the portion thereof so assigned. The assignor or assignee to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $2,000 in respect of assignments other than assignments to or from any Arranger and other than assignments pursuant to an Auction Assignment Agreement (it being called herein an “Eligible Assignee”understood only one such fee shall be payable in the case of concurrent assignments by a Lender to one or more Affiliates or Related Funds), and in each case such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to the Administrative Agent pursuant to Section 2.20(c); provided, however, in the event that (w) such Sales do not have to be ratable between Administrative Agent, in its sole discretion, determines that Tranche B Term Loans after the Revolving Loan and the Delayed Draw I Term Loan but must Commitment Termination Date may be ratable among the obligations owing settled through a Settlement Service (defined below) pursuant to and owed Section 10.6(d), only a written or electronic confirmation of such assignment issued by such Lender a Settlement Service (a “Settlement Confirmation”) shall be delivered with respect to assignments settled through the Revolving Settlement Service (it being agreed that any assignment of Term Loans or the Term Loan, (xto LVSC pursuant to Section 10.6(j) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in consummated and settled through an Auction Assignment Agreement and not through a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(vSettlement Confirmation). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.”
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Las Vegas Sands Corp)
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender), (iii) to the purchaser in connection with any credit bid pursuant to the Asset Purchase Agreement or (iiiiv) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution(A) of the Administrative Agent, and(B) with respect to Sales of LC Facility Commitments, each LC Facility Lender and (C) as long as no Default or Event of Default is continuing, after the prior written consent completion of the Borrower, and, in primary syndication of the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan CommitmentLoans and Commitments, the Revolver Agent and each L/C Issuer that is a Lender Borrower (which such consent of L/C Issuer and the Borrower acceptances shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (wu) in no event shall any Sale be made to (1) a Credit Party or any Subsidiary, (2) competitors of the Borrower identified in writing to the Agent prior to the date hereof or (3) any Person identified to the Lenders, and approved by, the Required Lenders, prior to the Closing Date, (v) such Sales do not have to be ratable between the Revolving Loan Loans, Letter of Credit Obligations and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans Loans, Letter of Credit Obligations or the Term Loan, (xw) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,0005,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and Agent, (x) such Sales shall be effective only upon the Administrative acknowledgement of such Sale by Agent and, in by Agent’s execution and delivery of the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agentrelevant Assignment, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such saleSale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party Subordinated Debt or an Affiliate of such a holder, or to a any Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.
Appears in 1 contract
Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments and its rights and obligations with respect Commitment or Loans or other Obligations owing to Loans and Letters of Credit) to (i) it to: any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) Eligible Assignee of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, type referred to in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender the term “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; or any Eligible Assignee of the type referred to in clause (b) of the definition of the term “Eligible Assignee”, upon (A) the giving of notice to the Borrower and the Administrative Agent and (B) except in the case of assignments made by or to any Arranger or any Affiliate thereof during the primary syndication of the credit facility established hereunder on the Closing Date, receipt of prior written consent (each such consent not to be unreasonably withheld or delayed) of (1) the Borrower, provided that the consent of the Borrower to any assignment (x) shall not be required if an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and is continuing and (y) shall be subject deemed to have been granted unless the Borrower shall have objected thereto by written notice to the Administrative Agent’s prior written consent in all instancesAgent within 10 Business Days after having received notice thereof, unless in connection with such sale, such Non-Funding Lender cures, or causes and (2) the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal ; provided that: in the case of any such assignment or transfer (other than to accept a Sale to a Credit Partyany Eligible Assignee meeting the requirements of clause (i) above), a holder the amount of other Indebtedness the Commitment or Loans of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, assigning Lender subject thereto shall not be less than $1,000,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum assignment amount requirements) or, in each case, such lesser amount as shall be consented to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Commitments or Loans of the applicable Class of the assigning Lender; provided, that such consent of the Borrower (x) shall not be required if an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and is continuing and (y) shall be deemed to be unreasonable. In no event have been granted unless the Borrower shall any Lender Sell any Loan have objected thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof; each partial assignment or Commitment to Borrower or any Subsidiary thereof and any such purported Sale transfer shall be null of a uniform, and void.not varying, percentage of all rights and obligations of the assigning Lender hereunder; provided that a Lender may assign or transfer all or a portion of its Commitment or of the Loans owing to it of any Class without assigning or transferring any portion of its Commitment or of the Loans owing to it, as the case may be, of any other Class; and
Appears in 1 contract
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Revolving Loan Commitments or Canadian Revolving Loan Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed) to Agent and, except in connection with respect to Sales of Revolving Loan Commitments, each L/C Issuer that is a proposed assignment to any Disqualified InstitutionLender (which acceptance shall not be unreasonably withheld or delayed) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrowers (which acceptance shall not be unreasonably withheld and delayed; provided that (x) such consent of L/C Issuer and the Borrower acceptance shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale is delivered to the BorrowerBorrowers and (y) (each it shall not be unreasonable for the Borrowers to withhold consent to assignments to Competitors of the Persons described in clauses (i), (ii) Borrowers and (iii) being called herein an “Eligible Assignee”their Subsidiaries); provided, however, that (w1) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Revolving Lender with respect to the Revolving Loans or the Term LoanLoans, (x2) for each US Revolving Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the US Revolving Loans, Revolving Loan Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,0005,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower Borrowers (to the extent Borrower’s Borrowers’ consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y3) any assignment by a Lender of its Revolving Loans and Revolving Loan Commitments shall only be made as an integrated part of assignments of an equal pro rata share of the US Revolving Loans and Revolving Loan Commitments and the Canadian Revolving Loans and Canadian Revolving Loan Commitments of such Lender and/or any Affiliate and/or Approved Fund of such Lender, (4) such Sales shall be effective only upon the acknowledgement in writing of such Sale by Agent, (5) interest accrued, other than any interest that is payable-in-kind, prior to and through the date of any such Sale may not be assigned, and (z6) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such saleSale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, an Affiliate of a Credit Party, a holder of other Subordinated Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.
Appears in 1 contract
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of CreditLoans) to (iI) any existing Lender (other than a Non-Funding Lender or an Impacted Lender), (iiII) any Affiliate or Approved Fund of any existing Lender (other than a Non-Non- Funding Lender or an Impacted Lender) or (iiiIII) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (v) no Sales may be made to Holdings or any of its Subsidiaries or Affiliates, (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term LoanLoans, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Loans and Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,0002,500,000 in the case of a Sale of Loans and Loan Commitments, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent the Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Non- Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Non- Funding Lender cures, or causes the cure of, its Non-Non- Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.
Appears in 1 contract
Samples: Dip Credit Agreement
Right to Assign. Each Lender may or Issuing Bank (in such capacity and in its capacity as a Lender) shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments Commitment, Loans and its L/C Obligations owing to it (provided that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations with under and in respect to Loans of any applicable Loan and Letters any related Commitments; and provided further that, no partial assignment of Creditany outstanding Letter of Credit shall be permitted) to a Person who is (iA) any existing Lender an Eligible Assignee and (other than a Non-Funding Lender B) in the case of an Issuing Bank, has the Required Ratings (or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, andguarantor, as long as no Event contemplated by the definition of Default is continuing, “Required Ratings,” has the prior written consent of the BorrowerRequired Ratings), and, in the each case, is reasonably satisfactory to Administrative Agent and consented to by each Issuing Bank and Borrower (such consent not to be (x) unreasonably withheld, conditioned or delayed or (y) required (1) from Borrower at any time an Event of Default pursuant to Sections 7.1(a) (Failure To Make Payments When Due), 7.1(f) (Involuntary Bankruptcy; Appointment of Receiver, Etc.) or 7.1(g) (Voluntary Bankruptcy; Appointment of Receiver, Etc.) shall have occurred and then be continuing or (2) in case of any Sale assignment to a then-existing Lender or Issuing Bank or an Affiliate of a Revolving Loan, Letter of Credit such Lender or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer Issuing Bank); provided further that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given consented to any such assignment unless an objection is delivered it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof. Upon a Lender’s or Issuing Bank’s assignment of L/C Obligations, 152 Commitments and outstanding Loans to an additional Lender or Issuing Bank, as applicable, (i) such additional Lender or Issuing Bank shall become vested with all of the rights, powers, privileges and duties of a proposed Sale is delivered to the BorrowerLender or Issuing Bank (as applicable) (each of the Persons described in clauses (i)hereunder, and (ii) and (iii) being called herein if the assignee is an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such saleIssuing Bank, such Non-Funding Lender curesassignee Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, or causes the cure ofif any, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales assigned to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidIssuing Bank.
Appears in 1 contract
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiariesa Credit Party, an Affiliate of a Credit Party or a natural Person or, so long as no Event of Default is then continuing, a Disqualified InstitutionPerson) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, Agent and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Lender, (which such consent acceptances of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent the Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Subordinated Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.
Appears in 1 contract
Samples: Credit Agreement (Affymetrix Inc)
Right to Assign. Each Lender Purchaser may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments Note Purchase Commitment and its rights and obligations with respect to Loans and Letters of Creditthe Notes) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender)Purchaser, (ii) any Affiliate or Approved Fund of any existing Lender Purchaser, (other than a Non-Funding Lender iii) any FRN Holder or Impacted Lenderany Affiliate or Approved Fund (as defined in clause (I) of the definition thereof) of any FRN Holder or (iiiiv) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institutionit being agreed that assignments pursuant to this subclause (iv) with the prior written consent shall be acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”)Representative; provided, however, that (w) such Sales do the consent of Issuer Representative shall not be required if an Event of Default has occurred and is continuing, and Issuer Representative shall be deemed to have so consented if it shall not have responded (whether affirmatively or negatively) to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by a request for such Lender with respect to the Revolving Loans or the Term Loanconsent within five (5) Business Days after such request is made); provided further, (x) for each Loanhowever, that the aggregate outstanding principal amount (determined as of the effective date of the applicable AssignmentSale) of the Loans, Commitments and Letter of Credit Obligations Notes subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made in connection with the FRN Participation, to an existing Lender Purchaser or an Affiliate or Approved Fund of any existing LenderPurchaser, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower Issuer Representative (to the extent Borrower’s consent is otherwise required) and the Administrative Agent andAgent, (w) such Sales shall be effective only upon the acknowledgement in writing by such assignee that the case representations and warranties set forth in Section 9.26(ii) shall be true and correct with respect to such assignee, (x) such Sales shall be effective only upon the acknowledgment in writing of any such Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, by the Revolver Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not shall be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender Purchasers shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Note Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted LenderNote Party, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In Notwithstanding anything herein to the contrary, except in connection with the FRN Participation, no event shall Purchaser may assign its rights and obligations hereunder or under any Lender Sell other Note Document unless (x) a ratable portion of such Purchaser’s Floating Rate Note Claims are assigned to the same assignee, any Loan of its Affiliates or Commitment Approved Funds (other than to Borrower any Person described in clause (II) of the definition of “Approved Fund”) in accordance with the Plan Support Agreement, (y) such assignee is a Purchaser, an Affiliate or an Approved Fund of any Subsidiary thereof Purchaser (including assignor) or (z) the Agent and any such purported Sale shall be null and voidSupermajority Purchasers have consented.
Appears in 1 contract
Samples: Possession Note Purchase Agreement (Constar International Inc)
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of CreditTerm Loans) to (iI) any existing Lender (other than a Non-Funding Lender or Impacted LenderSponsor Affiliated Person except, in the case of a Sponsor Affiliated Person, in accordance with and as expressly provided in subsection 9.9(b)(B)), (iiII) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iiiIII) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed) to Agent; provided, except in connection with a proposed assignment however, that (t) the consent of Agent shall not be required for assignments of Initial Term Loans made by Jefferies Finance (or its applicable Affiliate) as part of the primary syndication of the Initial Term Loans, (u) no Sales may be made to any Person identified in writing by the Borrower and delivered to the Arrangers on or prior to April 20, 2011 (the “List of Indentified Disqualified InstitutionFinancial Institutions”), and any other Person who (i) owns, directly or indirectly, a majority of the Administrative Agentequity interests of any Person on the List of Indentified Disqualified Financial Institutions, and(ii) is controlled by any Person described in the foregoing clause (i) (for purposes hereof, as long as no Event “control” being the power to direct or cause the direction of Default management and policies of a person, whether by contract or otherwise) or (iii) is continuinga Subsidiary of any Person on the List of Indentified Disqualified Financial Institutions, in each case, without the prior written consent of the BorrowerBorrower (which consent may be withheld by the Borrower in its sole discretion), andwhich List of Indentified Disqualified Financial Institutions has been made available by Agent to the Lenders (it being understood and agreed, (I) neither Agent nor any assigning Lender shall have any duty to inquire as to whether any prospective Lender is a Person described in the case of preceding clause (u), nor shall Agent or any assigning Lender incur any liability to any Credit Party or any other Person for consummating a Sale of to a Revolving Loan, Letter of Credit or Revolving Loan Commitment, Person described in the Revolver Agent preceding clause (u) and each L/C Issuer (II) the applicable Assignment shall contain representations and warranties by the assignee Lender that it is not a Person described in the preceding clause (u) and such assignee Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice solely liable for any breach of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (isuch representation and warranty), (iiv) no Sales may be made to Holdings or any of its Subsidiaries or Affiliates other than as, and (iii) being called herein an “Eligible Assignee”to the extent, permitted by Section 1.12 and subsection 9.9(b)(B); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the any Tranche of Term Loan Loans but must be ratable among the obligations owing to and owed by such Lender with respect to a Term Loan of the Revolving Loans or the Term Loansame Tranche, (x) for each Term Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations Term Loans subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent the Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, and (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.
Appears in 1 contract
Samples: Credit Agreement (GSE Holding, Inc.)
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder under this Agreement (including all or a portion of its Commitments and its rights the Loans (including for purposes of this Section 11.2(b), participations in L/C Obligations and obligations with respect in Swing Loans) at the time owing to Loans and Letters of Creditit) to (each an “Eligible Assignee”): (i) any existing Lender (other than Lender; provided that no such sale, transfer, negotiation or assignment may be made to any such Person that is, to the knowledge of such assigning Lender, a Non-Funding Lender or Impacted Defaulting Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than Lender; provided that no such sale, transfer, negotiation or assignment may be made to any such Person that is a Non-Funding Lender or Impacted natural person or, to the knowledge of such assigning Lender) , a Defaulting Lender, or (iii) any other Person (other than a natural person, the Borrower and or any of its Subsidiaries, a natural Person or, so long Subsidiaries except as no Event of Default is then continuing, a Disqualified Institutionprovided in Section 2.21) with the prior written consent (which consent shall not be unreasonably withheld withheld, conditioned or delayed, except in connection with a proposed assignment to any Disqualified Institution) of (x) the Applicable Administrative Agent, andand (y) in the case of any sale, transfer, negotiation or assignment of Revolving Credit Commitments (and related Obligations) only, (I) the Swingline Lender, (II) each L/C Issuer, and (III) as long as no Event of Default is continuing, the prior written consent of the Borrower; provided, andhowever, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and A) the Borrower shall be deemed to have been given consented to any such sale, transfer, negotiation or assignment unless an objection is delivered it shall object thereto by written notice to the Applicable Administrative Agent within ten (10) 5 Business Days after having received notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i)thereof, (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (wB) such Sales sales, transfers, negotiations or assignments do not have to be ratable between the Revolving Loan and the Term Loan Facilities but must be ratable among the obligations Obligations owing to and the obligations owed by such Lender with respect to the Revolving Loans or the Term Loan, a Facility and (xC) for each LoanFacility, the aggregate outstanding principal amount (determined as of the effective date of the applicable AssignmentAssignment or other sale, transfer, negotiation or assignment) of the Loans, Commitments and Letter of Credit L/C Obligations subject to any such Sale sale, transfer, negotiation or assignment shall be in a minimum amount of $1,000,0001,000,000 in the case of a sale, transfer, negotiation or assignment of Term Loans and $5,000,000 in the case of a sale, transfer, negotiation or assignment of Revolving Loans and Revolving Credit Commitments, unless such Sale sale, transfer, negotiation or assignment is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility Facility or is made with the prior written consent of the Borrower (and the Applicable Administrative Agent. Assignments shall not be required to be pro rata among the Facilities. Notwithstanding the foregoing or anything to the contrary set forth herein, to the extent any Lender is required to assign any portion of its Commitments, Loans and other rights, duties and obligations hereunder in order to comply with applicable laws, such assignment may be made by such Lender without the consent of the Borrower’s consent is otherwise required, any Administrative Agent, any applicable L/C Issuer, the Swingline Lender or any other party hereto so long as such Lender complies with the requirements of Sections 11.2(b) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(vc). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.
Appears in 1 contract
Samples: Credit Agreement (Alere Inc.)
Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) shall have the right at any time to Transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments Revolving Commitment or Loans (including participations in L/C Obligations and its rights and obligations with respect Swingline Loans) or other Obligations owing to Loans and Letters it, to any Person meeting the criteria of Credit“Eligible Assignee” (subject to Section 10.6(g)) consented to by Borrowers (inot to be unreasonably withheld, conditioned or delayed); provided that no consent of Borrowers shall be required (x) any existing Lender (other than in the case of a Non-Funding Lender or Impacted Transfer to an Affiliate of a Lender), (iiy) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no if an Event of Default has occurred and is then continuing, a Disqualified Institutioncontinuing or (z) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale Lender, for a Transfer of any Loan and any Revolving Commitment to a Lender. Notwithstanding the foregoing, (a) if any Letter of Credit is outstanding, no Lender may Transfer CREDIT AGREEMENT (PATTERN REVOLVER) its payment obligations, matured or contingent, owing to any LC Issuing Bank under Section 2.3(c)(ii) or with respect to L/C Advances under Section CREDIT AGREEMENT (PATTERN REVOLVER) The holder of any such participation, other than an Affiliate of the Lender granting such participation, shall not be entitled or permitted to require such Lender to take or omit to take any action hereunder (except as set forth in any agreement between the applicable Lender and the holder of any such participation with respect to (solely) (i) an extension of the final maturity of any Loan in which such participant is participating, (ii) a reduction in the principal amount of any Loan in which such participant is participating, (iii) consent to the assignment or transfer by any Borrower of its obligations under this Agreement or (iv) release of all or substantially all of the Collateral (taken as a whole) under the Collateral Documents). Borrowers agree that each participant shall be entitled to the benefits of Sections 2.16(c), 2.17 and 2.18 (it being understood that the documentation required under Section 2.18(g) shall be delivered to the Lender who sells the participation) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.6(c); provided, (1) a participant shall not be entitled to receive any greater payment under Sections 2.16(c), 2.17 or 2.18 than the applicable Lender would have been entitled to receive with respect to the participation sold to such participant, unless the sale of such participation to such participant is made with Borrowers’ prior written consent, (2) a participant shall not be entitled to the benefits of Section 2.18 unless such participant complies with Section 2.18 as though it were a Lender and (3) a participant agrees to be subject to the provisions of Sections 2.19 and 2.21 as if it were an assignee under Section 10.6(c). Each Lender that sells a participation agrees, at Borrowers’ request and expense, to use reasonable efforts to cooperate with Borrowers to effectuate the provisions of Section 2.19 with respect to any participant. To the extent permitted by Governmental Rules, each participant also shall be entitled to the benefits of Section 10.4 as though it were a Lender, provided, such participant agrees to be subject to Section 2.15 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrowers, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loans or other Obligations under the Credit Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Revolving Commitments, Loans, Letters of Credit or other Obligations under any Credit Document) to any Person except to the extent that such disclosure is necessary to establish that such Revolving Commitment, Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that other Obligation is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Nonregistered form under Treasury Regulations section 5f.103-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v1(c). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. Administrative Agent (in its capacity as Administrative Agent’s refusal to accept ) shall have no responsibility for maintaining a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidParticipant Register.
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Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments and its rights and obligations with respect Commitment or Loans owing to Loans and Letters of Credit) to (i) any existing Lender (it or other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”)Obligations; provided, however, that (wx) such Sales do pro rata assignments shall not have be required and (y) each assignment, other than pursuant to Section 10.6(h), shall be ratable between the Revolving of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan and any related Commitments): (i) to any Person meeting the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, criteria of clause (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignmenti) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is definition of the assignor’s (together with its Affiliates term “Eligible Assignee” upon the giving of notice to Borrower and Approved Funds) entire interest in such facility or is made Administrative Agent and with the prior written consent (such consent not to be unreasonably withheld or delayed) of each Issuing Bank at the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, time of such assignment in the case of any Sale assignments of a Revolving Loan, Letter of Credit Loans or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, Commitments; and (zii) such Sales by Lenders who are Non-Funding Lenders due to any Person meeting the criteria of clause (aii) of the definition of Non-Funding Lender shall be subject the term “Eligible Assignee” upon giving of notice to Borrower and Administrative Agent and, (x) in the Administrative Agent’s prior written consent case of assignments of Tranche A Term Loans, Tranche B Term Loans, Revolving Loans or Revolving Commitments to any such Person (except in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder case of other Indebtedness of a Credit Party or an Affiliate of such a holder, assignments made by or to a Person Barclays or any of its affiliates), consented to by each of Borrower and Administrative Agent and (y) in the case of assignments of Revolving Loans or Revolving Commitments to any such Person, consented to by each Issuing Bank; provided that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations any such consent (including limitations on votingx) upon Sales to such Persons, shall not be deemed unreasonably withheld or delayed or (y) in the case of Borrower shall not be required at any time an Event of Default shall have occurred and then be continuing; provided, further that (A) each such assignment pursuant to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale this Section 10.6(c)(ii) shall be null in an aggregate amount of not less than $1,000,000 (or such lesser amount as may be agreed to by Borrower and void.Administrative Agent or as shall constitute the aggregate amount of the Tranche B Term Loans, Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Tranche B Term Loans, - 142 -
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Samples: Credit and Guaranty Agreement (Valeant Pharmaceuticals International, Inc.)