Common use of SUCCESSORS AND ASSIGNS: A Clause in Contracts

SUCCESSORS AND ASSIGNS: A. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder or under any of the other Loan Documents without the prior written consent of the Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) the Lender may not assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of the Lender) any legal or equitable right, remedy or claim under or by reason of this Agreement. (i) Subject to the conditions set forth in paragraph (b)(ii) below, the Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of the Borrower, provided that no consent of the Borrower shall be required for an assignment to an Affiliate of the Lender or, if an Event of Default has occurred and is continuing, any other assignee. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to an Affiliate of the Lender or an assignment of the entire remaining amount of the Lender's Commitment or Loans, the amount of the Commitment or Loans of the Lender subject to each such assignment shall not be less than $10,000,000 unless the Borrower otherwise consents, provided that no such consent of the Borrower shall be required if an Event of Default under Article VII has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the Lender's rights and obligations under this Agreement; and (C) the parties to each assignment shall execute an Assignment and Assumption. (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, the Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.14, 2.15, 2.16 and 10.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section. (iv) The Lender, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption and a register for the recordation of the names and addresses of the assignees, and the Commitment of, and principal amount of the Loans owing to, each assignee pursuant to the terms hereof from time to time (the "Register"). The entries in the Register shall be conclusive, and the Borrower and the Lender may treat each Person whose name is recorded in the Register pursuant to the terms hereof as it would the Lender for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and the Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. (i) The Lender may, without the consent of the Borrower, sell participations to one or more banks or other entities (a "Participant") in all or a portion of the Lender's rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (A) the Lender's obligations under this Agreement shall remain unchanged, (B) the Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower shall continue to deal solely and directly with the Lender in connection with the Lender's rights and obligations under this Agreement. Any agreement or instrument pursuant to which the Lender sells such a participation shall provide that the Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that the Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver which (i) increases the Commitment of the Lender, (ii) reduces the principal amount of any Loan or reduces the rate of interest thereon, or reduces any fees payable hereunder, (iii) postpones the date of payment of the principal amount of any Loan or any interest thereon, or any fees payable hereunder, or reduces the amount of, waives or excuses any such payment, or postpones the date of expiration of any Commitment, (iv) changes Section 2.17 in a manner that would alter the pro rata sharing of payments required thereby, (v) releases any Guarantor from its obligations set forth in Article VIII or (vi) changes any of the provisions of this Section; provided further that such amendment, modification or waiver affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.14, 2.15 and 2.16 to the same extent as if it were the Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were the Lender. (ii) A Participant shall not be entitled to receive any greater payment under Section 2.14 or 2.16 than the Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower's prior written consent.

Appears in 1 contract

Samples: Credit Agreement (Countrywide Financial Corp)

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SUCCESSORS AND ASSIGNS: A. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder or under any of the other Loan Documents without the prior written consent of the each Term Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) the no Term Lender may not assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent provided in paragraph clause (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the LenderTerm Administrative Agent and the Term Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. (i) Subject to the conditions set forth in paragraph clause (b)(ii) below, the any Term Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Term Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of of: (A) the Borrower, provided that no consent of the Borrower shall be required for an assignment to a Term Lender, an Affiliate of the Lender a Term Lender, an Approved Fund or, if an Event of Default pursuant to clauses (a), (b), (g), (h) or (i) of Article VII has occurred and is continuing, any other assignee; and (B) the Term Administrative Agent, provided that no consent of the Term Administrative Agent shall be required for an assignment to a Term Lender, an Affiliate of a Term Lender or an Approved Fund. (ii) Assignments shall be subject to the following additional conditions: (A) no assignment may be made to any of (i) Holdings, (ii) any Permitted Holder or (iii) any Affiliate of Holdings or any Permitted Holder (other than Ares Capital Markets Group) if, after giving effect to such assignment, Holdings, the Permitted Holders and their Affiliates (other than Ares Capital Markets Group), collectively, would hold in excess of 10% of the total aggregate amount of the Term Commitments; (B) except in the case of an assignment to a Term Lender or an Affiliate of the a Term Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Term Lender's ’s Term Commitment or LoansTerm Loans of any Class, the amount of the Term Commitment or Term Loans of the assigning Term Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Term Administrative Agent) shall not be less than $10,000,000 5,000,000 unless each of the Borrower and the Term Administrative Agent otherwise consentsconsent, provided that no such consent of the Borrower shall be required if an Event of Default under pursuant to clauses (a), (b), (g), (h) or (i) of Article VII has occurred and is continuing; (BC) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Term Lender's ’s rights and obligations under this Agreement; and; (CD) the parties to each assignment shall execute and deliver to the Term Administrative Agent an Assignment and Assumption., together with a processing and recordation fee of $3,500; and (iiiE) Subject the assignee, if it shall not be a Term Lender, shall deliver to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified Term Administrative Agent an Administrative Questionnaire in each Assignment and Assumption which the assignee thereunder shall be a party hereto and, designates one or more Credit Contacts to whom all syndicate-level information (which may contain material nonpublic information about the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this AgreementBorrower, the Lender shall cease to Loan Parties and their related parties or their respective securities) will be a party hereto but shall continue to be entitled to the benefits of Sections 2.14, 2.15, 2.16 made available and 10.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.04 shall be treated for purposes of this Agreement as a sale by who may receive such Lender of a participation in such rights and obligations information in accordance with paragraph (c) of this Sectionthe assignee’s compliance procedures and applicable laws, including Federal and state securities laws. (iv) The Lender, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption and a register for the recordation of the names and addresses of the assignees, and the Commitment of, and principal amount of the Loans owing to, each assignee pursuant to the terms hereof from time to time (the "Register"). The entries in the Register shall be conclusive, and the Borrower and the Lender may treat each Person whose name is recorded in the Register pursuant to the terms hereof as it would the Lender for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and the Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. (i) The Lender may, without the consent of the Borrower, sell participations to one or more banks or other entities (a "Participant") in all or a portion of the Lender's rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (A) the Lender's obligations under this Agreement shall remain unchanged, (B) the Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower shall continue to deal solely and directly with the Lender in connection with the Lender's rights and obligations under this Agreement. Any agreement or instrument pursuant to which the Lender sells such a participation shall provide that the Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that the Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver which (i) increases the Commitment of the Lender, (ii) reduces the principal amount of any Loan or reduces the rate of interest thereon, or reduces any fees payable hereunder, (iii) postpones the date of payment of the principal amount of any Loan or any interest thereon, or any fees payable hereunder, or reduces the amount of, waives or excuses any such payment, or postpones the date of expiration of any Commitment, (iv) changes Section 2.17 in a manner that would alter the pro rata sharing of payments required thereby, (v) releases any Guarantor from its obligations set forth in Article VIII or (vi) changes any of the provisions of this Section; provided further that such amendment, modification or waiver affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.14, 2.15 and 2.16 to the same extent as if it were the Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were the Lender. (ii) A Participant shall not be entitled to receive any greater payment under Section 2.14 or 2.16 than the Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower's prior written consent.

Appears in 1 contract

Samples: Senior Secured Term Loan Agreement (Orchard Supply Hardware Stores Corp)

SUCCESSORS AND ASSIGNS: A. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted herebyhereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), except that (i) the no Borrower may not assign or otherwise transfer any of its rights or obligations hereunder or under any of the other Loan Documents without the prior written consent of the each Lender (and any attempted assignment or transfer by the any Borrower without such consent shall be null and void) and (ii) the no Lender may not assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted herebyhereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the LenderAdministrative Agent, the Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. (i) Subject to the conditions set forth in paragraph (b)(ii) below, the any Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheldwithheld or delayed) of of: (A) the BorrowerCompany (provided that the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof); provided, provided further, that no consent of the Borrower Company shall be required for an assignment to a Lender, an Affiliate of the Lender a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; and (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of the a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender's Commitment or LoansLoans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $10,000,000 5,000,000 (in the case of Revolving Commitments and Revolving Loans) or $1,000,000 (in the case of a Term Loan) unless each of the Borrower Company and the Administrative Agent otherwise consentsconsent, provided that no such consent of the Borrower Company shall be required if an Event of Default under Article VII has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement; and, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender's rights and obligations in respect of one Class of Commitments or Loans; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption. (iii) Subject , together with a processing and recordation fee of $3,500, such fee to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned paid by such Assignment and Assumption, have the rights and obligations of the Lender under this Agreement, and either the assigning Lender thereunder shallor the assignee Lender or shared between such Lenders; and (D) the assignee, if it shall not be a Lender, shall deliver to the extent of Administrative Agent an Administrative Questionnaire in which the interest assigned by assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company and its affiliates and their Related Parties or their respective securities) will be made available and who may receive such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, the Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.14, 2.15, 2.16 and 10.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations information in accordance with paragraph (c) of this Sectionthe assignee's compliance procedures and applicable laws, including Federal and state securities laws. (iv) The Lender, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption and a register for the recordation of the names and addresses of the assignees, and the Commitment of, and principal amount of the Loans owing to, each assignee pursuant to the terms hereof from time to time (the "Register"). The entries in the Register shall be conclusive, and the Borrower and the Lender may treat each Person whose name is recorded in the Register pursuant to the terms hereof as it would the Lender for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and the Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. (i) The Lender may, without the consent of the Borrower, sell participations to one or more banks or other entities (a "Participant") in all or a portion of the Lender's rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (A) the Lender's obligations under this Agreement shall remain unchanged, (B) the Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower shall continue to deal solely and directly with the Lender in connection with the Lender's rights and obligations under this Agreement. Any agreement or instrument pursuant to which the Lender sells such a participation shall provide that the Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that the Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver which (i) increases the Commitment of the Lender, (ii) reduces the principal amount of any Loan or reduces the rate of interest thereon, or reduces any fees payable hereunder, (iii) postpones the date of payment of the principal amount of any Loan or any interest thereon, or any fees payable hereunder, or reduces the amount of, waives or excuses any such payment, or postpones the date of expiration of any Commitment, (iv) changes Section 2.17 in a manner that would alter the pro rata sharing of payments required thereby, (v) releases any Guarantor from its obligations set forth in Article VIII or (vi) changes any of the provisions of this Section; provided further that such amendment, modification or waiver affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.14, 2.15 and 2.16 to the same extent as if it were the Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were the Lender. (ii) A Participant shall not be entitled to receive any greater payment under Section 2.14 or 2.16 than the Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower's prior written consent.

Appears in 1 contract

Samples: Credit Agreement (Kaman Corp)

SUCCESSORS AND ASSIGNS: A. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder or under any of the other Loan Documents without the prior written consent of the each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) the no Lender may not assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the LenderAdministrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. (i) Subject to the conditions set forth in paragraph (b)(ii) below, the any Lender may assign to one or more assignees Persons (other than an Ineligible Institution) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Term Commitment and the Term Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of of: (A) the Borrower, provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof, and provided further that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of the Lender a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; and (B) the Administrative Agent. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of the a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender's Commitment or Loans’s Term Commitment, the amount of the Term Commitment or Term Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $10,000,000 5,000,000 unless each of the Borrower and the Administrative Agent otherwise consentsconsent, provided that no such consent of the Borrower shall be required if an Event of Default under Article VII has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement; and; (C) the parties to each assignment shall execute an Assignment and Assumption. (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, deliver to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement Administrative Agent (and, in the case of x) an Assignment and Assumption covering or (y) to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a Platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all of syndicate-level information (which may contain material non-public information about the assigning Lender's rights and obligations under this AgreementBorrower, the Lender shall cease to other Loan Parties and their Related Parties or their respective securities) will be a party hereto but shall continue to be entitled to the benefits of Sections 2.14, 2.15, 2.16 made available and 10.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.04 shall be treated for purposes of this Agreement as a sale by who may receive such Lender of a participation in such rights and obligations information in accordance with paragraph (c) of this Sectionthe assignee’s compliance procedures and applicable laws, including federal and state securities laws. (iv) The Lender, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption and a register for the recordation of the names and addresses of the assignees, and the Commitment of, and principal amount of the Loans owing to, each assignee pursuant to the terms hereof from time to time (the "Register"). The entries in the Register shall be conclusive, and the Borrower and the Lender may treat each Person whose name is recorded in the Register pursuant to the terms hereof as it would the Lender for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and the Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. (i) The Lender may, without the consent of the Borrower, sell participations to one or more banks or other entities (a "Participant") in all or a portion of the Lender's rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (A) the Lender's obligations under this Agreement shall remain unchanged, (B) the Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower shall continue to deal solely and directly with the Lender in connection with the Lender's rights and obligations under this Agreement. Any agreement or instrument pursuant to which the Lender sells such a participation shall provide that the Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that the Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver which (i) increases the Commitment of the Lender, (ii) reduces the principal amount of any Loan or reduces the rate of interest thereon, or reduces any fees payable hereunder, (iii) postpones the date of payment of the principal amount of any Loan or any interest thereon, or any fees payable hereunder, or reduces the amount of, waives or excuses any such payment, or postpones the date of expiration of any Commitment, (iv) changes Section 2.17 in a manner that would alter the pro rata sharing of payments required thereby, (v) releases any Guarantor from its obligations set forth in Article VIII or (vi) changes any of the provisions of this Section; provided further that such amendment, modification or waiver affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.14, 2.15 and 2.16 to the same extent as if it were the Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were the Lender. (ii) A Participant shall not be entitled to receive any greater payment under Section 2.14 or 2.16 than the Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower's prior written consent.

Appears in 1 contract

Samples: Term Credit Agreement (Paycom Software, Inc.)

SUCCESSORS AND ASSIGNS: A. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted herebyhereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder or under any of the other Loan Documents without the prior written consent of the each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) the no Lender may not assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted herebyhereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the LenderAdministrative Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. (i) Subject to the conditions set forth in paragraph (b)(ii) below, the any Lender may assign to one or more assignees Persons (other than an Ineligible Institution) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Revolving Commitment, participations in Letters of Credit and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of of: (A) the Borrower, provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof, and provided further that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of the Lender a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; (B) the Administrative Agent; (C) the Issuing Bank; and (D) the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of the a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender's ’s Revolving Commitment or LoansLoans of any Class, the amount of the Revolving Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $10,000,000 5,000,000 unless each of the Borrower and the Administrative Agent otherwise consentsconsent, provided that no such consent of the Borrower shall be required if an Event of Default under Article VII has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement; and; (C) the parties to each assignment shall execute an Assignment and Assumption. (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, deliver to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement Administrative Agent (and, in the case of x) an Assignment and Assumption covering or (y) to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a Platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all of syndicate-level information (which may contain material non-public information about the assigning Lender's rights and obligations under this AgreementBorrower, the Lender shall cease to other Loan Parties and their Related Parties or their respective securities) will be a party hereto but shall continue to be entitled to the benefits of Sections 2.14, 2.15, 2.16 made available and 10.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.04 shall be treated for purposes of this Agreement as a sale by who may receive such Lender of a participation in such rights and obligations information in accordance with paragraph (c) of this Sectionthe assignee’s compliance procedures and applicable laws, including federal and state securities laws. (iv) The Lender, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption and a register for the recordation of the names and addresses of the assignees, and the Commitment of, and principal amount of the Loans owing to, each assignee pursuant to the terms hereof from time to time (the "Register"). The entries in the Register shall be conclusive, and the Borrower and the Lender may treat each Person whose name is recorded in the Register pursuant to the terms hereof as it would the Lender for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and the Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. (i) The Lender may, without the consent of the Borrower, sell participations to one or more banks or other entities (a "Participant") in all or a portion of the Lender's rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (A) the Lender's obligations under this Agreement shall remain unchanged, (B) the Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower shall continue to deal solely and directly with the Lender in connection with the Lender's rights and obligations under this Agreement. Any agreement or instrument pursuant to which the Lender sells such a participation shall provide that the Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that the Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver which (i) increases the Commitment of the Lender, (ii) reduces the principal amount of any Loan or reduces the rate of interest thereon, or reduces any fees payable hereunder, (iii) postpones the date of payment of the principal amount of any Loan or any interest thereon, or any fees payable hereunder, or reduces the amount of, waives or excuses any such payment, or postpones the date of expiration of any Commitment, (iv) changes Section 2.17 in a manner that would alter the pro rata sharing of payments required thereby, (v) releases any Guarantor from its obligations set forth in Article VIII or (vi) changes any of the provisions of this Section; provided further that such amendment, modification or waiver affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.14, 2.15 and 2.16 to the same extent as if it were the Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were the Lender. (ii) A Participant shall not be entitled to receive any greater payment under Section 2.14 or 2.16 than the Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower's prior written consent.

Appears in 1 contract

Samples: Revolving Credit Agreement (Paycom Software, Inc.)

SUCCESSORS AND ASSIGNS: A. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto hereto, the Indemnitees and their respective successors and assigns permitted hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder or under any of the other Loan Documents without the prior written consent of the each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) the no Lender may not assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, Indemnitees, their respective successors and assigns permitted hereby, Participants (to the extent provided in paragraph (c) of this Section) hereby and, to the extent expressly contemplated hereby, the Related Parties of the LenderAgent) any legal or equitable right, remedy or claim under or by reason of this Agreement. (ib) Subject to the conditions set forth in paragraph (b)(ii) below, the Any Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of the Borrower, provided that no consent of the Borrower shall be required for an assignment to an Affiliate of the Lender orEligible Transferee; provided, if an Event of Default has occurred and is continuing, any other assignee. that (ii) Assignments shall be subject to the following additional conditions: (Ai) except in the case of an assignment to an Affiliate a Lender, the amount of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall be an integral multiple of $1,000,000 (or an assignment of the entire remaining amount of the assigning Lender's Commitment or ’s Loans, the amount of the Commitment or Loans of the Lender subject to each such assignment shall not be if less than $10,000,000 1,000,000) unless the Borrower Administrative Agent shall otherwise consentsconsent, provided that no (A) in the event of concurrent assignments to two or more assignees that are Affiliates of one another, or to two or more Approved Funds managed by the same investment advisor or by affiliated investment advisors, all such consent of the Borrower concurrent assignments shall be required if an Event of Default under Article VII has occurred aggregated in determining compliance with this subsection and is continuing; (B) in the event of concurrent assignments to or by two or more assignors that are Affiliates of one another, or to or by two or more Approved Funds managed by the same investment advisor or by affiliated investment advisors, all such concurrent assignments shall be aggregated in determining compliance with this subsection; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement; and (Ciii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 (except that in the event of (A) concurrent assignments to two or more assignees that are Affiliates of one another, or to two or more Approved Funds managed by the same investment advisor or by affiliated investment advisors or (B) concurrent assignments by two or more assignees that are Affiliates of one another, or by two or more Approved Funds managed by the same investment advisor or by affiliated investment advisors, only one such fee shall be payable); and (iv) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. (iiic) Subject to acceptance and recording thereof pursuant to paragraph (b)(ivd) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender of the Lender applicable Class under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's ’s rights and obligations under this Agreement, the such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.142.09, 2.152.10, 2.16 2.11 and 10.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section9. (iv) The Lender, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption and a register for the recordation of the names and addresses of the assignees, and the Commitment of, and principal amount of the Loans owing to, each assignee pursuant to the terms hereof from time to time (the "Register"). The entries in the Register shall be conclusive, and the Borrower and the Lender may treat each Person whose name is recorded in the Register pursuant to the terms hereof as it would the Lender for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and the Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. (i) The Lender may, without the consent of the Borrower, sell participations to one or more banks or other entities (a "Participant") in all or a portion of the Lender's rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (A) the Lender's obligations under this Agreement shall remain unchanged, (B) the Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower shall continue to deal solely and directly with the Lender in connection with the Lender's rights and obligations under this Agreement. Any agreement or instrument pursuant to which the Lender sells such a participation shall provide that the Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that the Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver which (i) increases the Commitment of the Lender, (ii) reduces the principal amount of any Loan or reduces the rate of interest thereon, or reduces any fees payable hereunder, (iii) postpones the date of payment of the principal amount of any Loan or any interest thereon, or any fees payable hereunder, or reduces the amount of, waives or excuses any such payment, or postpones the date of expiration of any Commitment, (iv) changes Section 2.17 in a manner that would alter the pro rata sharing of payments required thereby, (v) releases any Guarantor from its obligations set forth in Article VIII or (vi) changes any of the provisions of this Section; provided further that such amendment, modification or waiver affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.14, 2.15 and 2.16 to the same extent as if it were the Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were the Lender. (ii) A Participant shall not be entitled to receive any greater payment under Section 2.14 or 2.16 than the Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower's prior written consent.

Appears in 1 contract

Samples: Amended and Restated Credit Agreement (Qwest Corp)

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SUCCESSORS AND ASSIGNS: A. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder or under any of the other Loan Documents without the prior written consent of the Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) the Lender may not assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of the Lender) any legal or equitable right, remedy or claim under or by reason of this Agreement. (i) Subject to the conditions set forth in paragraph (b)(ii) below, the Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of the Borrower, provided that no consent of the Borrower shall be required for an assignment to an Affiliate of the Lender or, if an Event of Default has occurred and is continuing, any other assignee. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to an Affiliate of the Lender or an assignment of the entire remaining amount of the Lender's Commitment or Loans, the amount of the Commitment or Loans of the Lender subject to each such assignment shall not be less than $10,000,000 unless the Borrower otherwise consents, provided that no such consent of the Borrower shall be required if an Event of Default under Article VII has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the Lender's rights and obligations under this Agreement; , and (C) the parties to each assignment shall execute an Assignment and Assumption. (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, the Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.14, 2.15, 2.16 and 10.03). Any assignment or transfer by a the Lender of rights or obligations under this Agreement that does not comply with this Section 10.04 shall be treated for purposes of this Agreement as a sale by such the Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section. (iv) The Lender, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the assignees, and the Commitment of, and principal amount of the Loans owing to, each assignee pursuant to the terms hereof from time to time (the "Register"). The entries in the Register shall be conclusive, and the Borrower and the Lender may treat each Person whose name is recorded in the Register pursuant to the terms hereof as it would the Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and the Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. (i) The Lender may, without the consent of the Borrower, sell participations to one or more banks or other entities (a "Participant") in all or a portion of the Lender's rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (A) the Lender's obligations under this Agreement shall remain unchanged, (B) the Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower shall continue to deal solely and directly with the Lender in connection with the Lender's rights and obligations under this Agreement. Any agreement or instrument pursuant to which the Lender sells such a participation shall provide that the Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that the Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver which (i) increases the Commitment of the Lender, (ii) reduces the principal amount of any Loan or reduces the rate of interest thereon, or reduces any fees payable hereunder, (iii) postpones the date of payment of the principal amount of any Loan or any interest thereon, or any fees payable hereunder, or reduces the amount of, waives or excuses any such payment, or postpones the date of expiration of any Commitment, (iv) changes Section 2.17 in a manner that would alter the pro rata sharing of payments required thereby, (v) releases any Guarantor from its obligations set forth in Article VIII or (vi) changes any of the provisions of this Section; provided further that such amendment, modification or waiver affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.14, 2.15 and 2.16 to the same extent as if it were the Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were the Lender. (ii) A Participant shall not be entitled to receive any greater payment under Section 2.14 or 2.16 than the Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower's prior written consent.

Appears in 1 contract

Samples: 364 Day Credit Agreement (Countrywide Financial Corp)

SUCCESSORS AND ASSIGNS: A. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted herebyhereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder or under any of the other Loan Documents without the prior written consent of the each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) the no Lender may not assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted herebyhereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the LenderAdministrative Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. (i) Subject to the conditions set forth in paragraph (b)(ii) below, the any Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of of: (A) the Borrower, provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of the Lender a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; (B) the Administrative Agent; and (C) the Issuing Bank. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of the a Lender or an assignment of the entire remaining amount of the assigning Lender's Commitment or LoansLoans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $10,000,000 5,000,000 unless each of the Borrower and the Administrative Agent otherwise consentsconsent, provided that no such consent of the Borrower shall be required if an Event of Default under Article VII has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement; and; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption., together with a processing and recordation fee of $3,500; and (iiiD) Subject the assignee, if it shall not be a Lender, shall deliver to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified Administrative Agent an Administrative Questionnaire in each Assignment and Assumption which the assignee thereunder shall be a party hereto and, designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this AgreementBorrower, the Lender shall cease to Loan Parties and their Related Parties or their respective securities) will be a party hereto but shall continue to be entitled to the benefits of Sections 2.14, 2.15, 2.16 made available and 10.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.04 shall be treated for purposes of this Agreement as a sale by who may receive such Lender of a participation in such rights and obligations information in accordance with paragraph (c) of this Section. (iv) The Lenderthe assignee's compliance procedures and applicable laws, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment including Federal and Assumption and a register for the recordation of the names and addresses of the assignees, and the Commitment of, and principal amount of the Loans owing to, each assignee pursuant to the terms hereof from time to time (the "Register")state securities laws. The entries in the Register shall be conclusive, and the Borrower and the Lender may treat each Person whose name is recorded in the Register pursuant to the terms hereof as it would the Lender for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and the Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. (i) The Lender may, without the consent of the Borrower, sell participations to one or more banks or other entities (a "Participant") in all or a portion of the Lender's rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (A) the Lender's obligations under this Agreement shall remain unchanged, (B) the Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower shall continue to deal solely and directly with the Lender in connection with the Lender's rights and obligations under this Agreement. Any agreement or instrument pursuant to which the Lender sells such a participation shall provide that the Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that the Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver which (i) increases the Commitment of the Lender, (ii) reduces the principal amount of any Loan or reduces the rate of interest thereon, or reduces any fees payable hereunder, (iii) postpones the date of payment of the principal amount of any Loan or any interest thereon, or any fees payable hereunder, or reduces the amount of, waives or excuses any such payment, or postpones the date of expiration of any Commitment, (iv) changes Section 2.17 in a manner that would alter the pro rata sharing of payments required thereby, (v) releases any Guarantor from its obligations set forth in Article VIII or (vi) changes any of the provisions of this Section; provided further that such amendment, modification or waiver affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.14, 2.15 and 2.16 to the same extent as if it were the Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were the Lender. (ii) A Participant shall not be entitled to receive any greater payment under Section 2.14 or 2.16 than the Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower's prior written consent.77

Appears in 1 contract

Samples: Credit Agreement (Tecumseh Products Co)

SUCCESSORS AND ASSIGNS: A. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted herebyhereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder or under any of the other Loan Documents without the prior written consent of the each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) the no Lender may not assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted herebyhereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the LenderAdministrative Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.. 103 (i) Subject to the conditions set forth in paragraph (b)(ii) below, the any Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) ), with the prior written consent (such consent not to be unreasonably withheldwithheld or delayed) of of: (A) the Borrower, provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of the Lender a Lender, an Approved Fund (as defined below) or, if an Event of Default under clause (a), (b), (h) or (i) of Article VII has occurred and is continuing, any other assignee; and (B) the Administrative Agent (and, in the case of an assignment of all or a portion of any Lender's obligations in respect of its LC Exposure, the Issuing Bank), provided that no consent of the Administrative Agent or Issuing Bank, as the case may be, shall be required for an assignment to an assignee that is a Lender immediately prior to giving effect to such assignment. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of the a Lender or an assignment of the entire remaining amount of the assigning Lender's Commitment or LoansCommitment, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $10,000,000 1,000,000 unless each of the Borrower and the Administrative Agent otherwise consentsconsent, provided that no such consent of the Borrower shall be required if an Event of Default under clause (a), (b), (h) or (i) of Article VII has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement; and, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender's rights and obligations in respect of one Class of Commitments or Loans; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 (it being understood that only a single processing and recordation fee of $3,500 will be payable with respect to any multiple assignments to a Lender or an Affiliate of a Lender pursuant to clause (ii)(A) above, each of which is individually less than $1,000,000, that are simultaneously consummated); and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. 104 For purposes of this Section 9.04(b), the term "Approved Fund" has the following meaning: "Approved Fund" means any Person (other than an natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) any entity or an Affiliate of an entity that administers or manages a Lender. (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, the such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.14, 2.15, 2.16 2.16, 2.17 and 10.039.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.04 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section. (iv) The LenderAdministrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the assigneesLenders, and the Commitment of, and principal amount of the Loans and LC Disbursements owing to, each assignee Lender pursuant to the terms hereof from time to time time, which register shall indicate that each lender is entitled to interest paid with respect to such Loans and LC Disbursements (the "Register"). The entries in the Register shall be conclusive, and the Borrower Borrower, the Administrative Agent, the Issuing Bank and the Lender Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as it would the a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower Borrower, the Issuing Bank and the any Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee's completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.. 105 (i) The Any Lender may, without the consent of of, or notice to, the Borrower, the Administrative Agent, the Issuing Bank or the Swingline Lender, sell participations to one or more banks or other entities (a "Participant") in all or a portion of the such Lender's rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (A) the such Lender's obligations under this Agreement shall remain unchanged, (B) the such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower Borrower, the Administrative Agent, the Issuing Bank and the other Lenders shall continue to deal solely and directly with the such Lender in connection with the such Lender's rights and obligations under this Agreement. Any agreement or instrument pursuant to which the a Lender sells such a participation shall provide that the such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that the such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver which (idescribed in the first proviso to Section 9.02(b) increases the Commitment of the Lender, (ii) reduces the principal amount of any Loan or reduces the rate of interest thereon, or reduces any fees payable hereunder, (iii) postpones the date of payment of the principal amount of any Loan or any interest thereon, or any fees payable hereunder, or reduces the amount of, waives or excuses any such payment, or postpones the date of expiration of any Commitment, (iv) changes Section 2.17 in a manner that would alter the pro rata sharing of payments required thereby, (v) releases any Guarantor from its obligations set forth in Article VIII or (vi) changes any of the provisions of this Section; provided further that such amendment, modification or waiver affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.142.15, 2.15 2.16 and 2.16 2.17 to the same extent as if it were the a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 9.08 as though it were the a Lender, provided such Participant agrees to be subject to Section 2.18(c) as though it were a Lender. (ii) A Participant shall not be entitled to receive any greater payment under Section 2.14 2.15 or 2.16 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower's prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.17 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.17(e) as though it were a Lender. (d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

Appears in 1 contract

Samples: Credit Agreement (Dex Media International Inc)

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