Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an Issuing Lender that issues any Letter of Credit), except that (i) other than in accordance with subsection 8.3, the Borrowers may not assign or otherwise transfer any of their rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including its Commitments and/or Loans, pursuant to an Assignment and Acceptance) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Parent Borrower, provided that no consent of the Parent Borrower shall be required for an assignment to a Lender or, if an Event of Default under subsection 9(a) or (f) has occurred and is continuing, to any other Person; provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignment; 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, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may be, the amount of Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million unless the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case); provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments; (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and (D) any assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only be made to a Person or group of Persons that qualifies as a Canadian Facility Lender.
Appears in 1 contract
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an the Issuing Lender that issues any Letter of Credit), except that (i) other than in accordance with subsection 8.3, none of the Borrowers may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including including, without limitation, its Commitments Commitment and/or Loans, pursuant to an Assignment and Acceptance) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent Borrower, ; provided that no consent of the Parent Borrower shall be required for an assignment to a Lender Lender, an affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default under subsection 9(a) or (f) has occurred and is continuing, to any other Person; provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignment; and;
(B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment to a Lender or an affiliate of a Lender; and
(C) any Issuing Lender.
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may be, the amount of Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million unless the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;
(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case)3,500; provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;; and
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
(D) any assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only be made to a Person or group of Persons that qualifies as a Canadian Facility Lender.
Appears in 1 contract
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an Issuing Lender that issues any Letter of Credit)hereby, except that (i) other than in accordance with subsection 8.3, the Borrowers Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender and the Administrative Agent (and any attempted assignment or transfer by any the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section 8.6.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”) other than any natural person or holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural person, the Borrower or any of the Borrower’s Affiliates or Subsidiaries, all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant Loan at the time owing to an Assignment and Acceptanceit) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent Borrower, provided that no consent of the Parent Borrower shall be required for an assignment to a Lender, an Eligible Assignee that is an Affiliate of any Lender or, if an Event of Default under subsection 9(a) or (f) has occurred and is continuing, to any other Person; provided, and provided further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent Borrower shall be required for deemed to have consented to any such assignmentassignment unless it shall object thereto by written notice to the Administrative Agent within fifteen (15) Business Days after having received notice thereof from the assigning Lender (with a copy to the Administrative Agent); 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, an affiliate Eligible Assignee that is an Affiliate of a any Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may beLoan, the amount of Commitments or Loans the Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 10,000,000 (or, if such assignee is an Eligible Assignee that is an Affiliate of a Lender, $5,000,000) unless each of the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(a) or (f) has occurred and is continuing and (2) with respect to any Lender party to this Agreement on the Closing Date, such amounts shall be aggregated in respect of each such Lender and its affiliates or Approved Funds, if anyany Affiliate of such Lender that is an Eligible Assignee;
(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case)3,500; provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;and
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and.
(Diii) any Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, 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, shall have the rights and obligations of 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, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.11, 2.12, 2.13 and 8.5 but shall be subject to the limitations set forth therein). Any assignment made or transfer by a Canadian Facility Lender of rights or obligations under this Agreement that does not comply with this Section 8.6 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 Administrative Agent, acting for this purpose as an agent of the Borrower (and such agency being solely for tax purposes), shall maintain at one of its Canadian Facility Commitment offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, each Assignee and the principal amount of the Loan owing to, each Lender and each Assignee pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall only be conclusive, in the absence of manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, any Lender and any Assignee, 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.
(i) Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one or more banks or other entities (other than the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of the Loan owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with the Lender’s rights and obligations under this Agreement. Any agreement pursuant to which a Lender sells such a participation shall provide that 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 may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) forgives the principal amount or extends the final scheduled date of maturity of the Loan, reduces the stated rate of any interest or fee payable hereunder (except in connection with the waiver of applicability of any post-default increase in interest rates) and (2) directly 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 2.11, 2.12 and 2.13 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section.
(ii) Notwithstanding anything to the contrary herein, a Participant shall not be entitled to receive any greater payment under Section 2.11 or 2.12 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 to such greater payments. Any Participant that is a Foreign Lender shall not be entitled to the benefits of Section 2.12 unless such Participant complies with Section 2.12(e).
(iii) Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, 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 Loan of such Lender and other Obligations under the Loan 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 the Loan and other Obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Loan or group other Obligation is in registered form under Section 5f.103-1(c) of Persons the United States Treasury Regulations. 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. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
(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 any pledge or assignment to secure obligations to a Federal Reserve Bank or other central bank having jurisdiction over such Lender, and this Section shall not apply to any such pledge or assignment of a security interest; provided that qualifies 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 Canadian Facility party hereto.
(e) The Borrower, upon receipt of written notice from the relevant Lender, agrees to issue Notes to any Lender requiring Notes to facilitate transactions of the type described in paragraph (d) above.
Appears in 1 contract
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an Issuing Lender that issues any Letter of Credit)hereby, except that (i) other than in accordance with subsection 8.3, neither the Borrowers Borrower nor any Subsidiary Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower or any Subsidiary Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section.
(i) Subject to the conditions set forth in this paragraph (b)(i)and paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and may in accordance with applicable law, law assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”) ), other than a natural person or a Defaulting Lender, all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent of:
(A) the Borrower (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent Borrowerwithheld), provided that no consent of the Parent Borrower shall be required for an assignment to a Lender, an affiliate of a Lender or an Approved Fund, in each case that is not a Disqualified Lender, or, if an Event of Default has occurred and is continuing under subsection 9(aclauses (a) or (f) has occurred and is continuingof Section 7.1, to any other Person; and provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent Borrower shall be required for deemed to have consented to any such assignmentassignment unless the Borrower shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof; and
(B) the Administrative Agent.Agent (such consent not to be unreasonably withheld);
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender, an affiliate of a Lender Lender, or an Approved Fund Fund, in each case that is not a Disqualified Lender, or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may beLoans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 5,000,000 unless each of the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(aSection 7.1(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Fundsaffiliates, if any;
(B1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 and (unless waived 2) the assigning Lender shall have paid in full any amounts owing by it to the Administrative Agent in any given case)Agent; provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;and
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
(D) any assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only be made to a Person or group of Persons that qualifies as a Canadian Facility Lender.
Appears in 1 contract
Samples: Credit Agreement (Synopsys Inc)
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an Issuing Lender that issues any Letter of Credit), except that (i) other than in accordance with subsection 8.3pursuant to Section 7.4, neither the Borrowers Company nor any Subsidiary Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Company or any Subsidiary Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section 10.6.
(i) Subject to the conditions set forth in paragraph (b)(ii) belowbelow and subject to advance notice to the Company, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign to one or more assignees (other than to a Disqualified Lender the Company or any affiliate of the Company or any natural person) to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent (such consent in each case, not to be unreasonably withheld or delayed) of:
(A1) the Parent BorrowerCompany (unless such assignment is to a Lender to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, provided at least BBB; (b) in the case of Xxxxx’x, at least Baa2; and (c) in the case of Fitch, at least BBB);
(2) the Administrative Agent;
(3) in the case of any assignment of any rights or interest under the Domestic Facility, each Material Issuing Lender at such time (unless such assignment is to a Lender who has an investment grade rating from two of S&P, Xxxxx’x and Fitch); and
(4) the Brazilian Administrative Agent (in the case of any assignment of Brazilian Loans); provided, that (x) no consent of the Parent Borrower provided for in clause (2) above shall be required for an assignment to a Lender or, or an affiliate thereof and (y) no consents provided for in clause (3) above shall be required for an assignment to a Domestic Lender or an affiliate thereof and (z) no consent of the Company provided for in clause (1) above shall be required if an Event of Default under subsection 9(aSection 8(a) or (fe) has occurred and is continuing. Notwithstanding the foregoing, no Lender shall be permitted to assign any other Person; provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one (including all or a portion of its affiliates in connection with or in contemplation Commitments and the Loans at the time owing to it) to an Ineligible Assignee without the consent of the sale or other disposition of Company, which consent may be withheld in its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignment; and
(B) the Administrative Agentsole discretion.
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or and Loans, as the case may be, the amount of the Commitments or and Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 10 million, unless each of the Parent Borrower Company and the Administrative Agent otherwise consent, provided provided, that (1) no such consent of the Parent Borrower Company shall be required if an Event of Default under subsection 9(aSection 8(a) or (fe) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;
(B) the parties to each assignment (or, in the case of an assignment made pursuant to the exercise of the Company’s rights under Section 2.22, the Administrative Agent, as agent for the assigning Lender, and the Assignee) shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 (unless waived which shall be paid by the Administrative Agent assigning Lender or the Assignee or, in any given casethe case of an assignment made pursuant to the exercise of the Company’s rights under Section 2.22, by the assigning Lender, the Assignee, or the Company); provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;and
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent and the Company an administrative questionnaire.
(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, 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 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, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.18, 2.19, 2.20 and 10.5). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6 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 10.6.
(iv) The Administrative Agent, acting for this purpose as an agent of the Company, 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 Lenders, and the Commitments of, and principal amount of and interest on the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). Subject to the last sentence of (b)(iii) above, the entries in the Register shall be conclusive in the absence of manifest error, and the Company, the Administrative Agent, the Issuing Lenders and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Company, at any reasonable time and from time to time upon reasonable prior notice. The Register shall be available for inspection by any Issuing Lender at any reasonable time and from time to time upon reasonable prior notice. The Administrative Agent shall provide a copy of the Register to the Company upon its request at any time and from time to time by electronic communication.
(v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender (or, in the case of an assignment made pursuant to the exercise of the Company’s rights under Section 2.22, the Administrative Agent, as agent for the 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 10.6 and any written consent to such assignment required by paragraph (b) of this Section 10.6, 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.
(i) Any Lender may, without the consent of the Company, any Issuing Lender, the Brazilian Administrative Agent or the Administrative Agent, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); and
provided, that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) the Loan Parties, the Administrative Agent, the Brazilian Administrative Agent, the Issuing Lenders and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, the other Loan Documents and the Brazilian Intercreditor Agreement, (D) such Participant shall not be an Ineligible Participant, and (E) no later than January 31 of each year, such Lender shall provide the Company with a written description of each participation of Loans, and/or Commitments by such Lender during the prior year (it being understood that any failure to provide notice shall not render the participation invalid). Any agreement pursuant to which a Lender sells such a participation shall provide that 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 may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly and adversely affected thereby pursuant to clause (A) of the proviso to the second sentence of Section 10.1(a) and (2) directly and adversely affects such Participant. Subject to paragraph (c)(ii) of this Section 10.6, the Company agrees that each Participant shall be entitled to the benefits of Sections 2.18, 2.19, and 2.20 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 10.6. Each Lender that sells a participation, acting solely for this purpose as a non-fiduciary agent of the Company, shall 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 this Agreement (the “Participant Register”); provided, that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Loans, Letters of Credit or its other obligations under this Agreement) except to the extent that such disclosure is necessary to establish that such Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive in the absence of manifest error, and such Lender, the Company, the Brazilian Administrative Agent and the Administrative Agent shall treat each person whose name is recorded in the Participant Register pursuant to the terms hereof as the owner of such participation for all purposes of this Agreement, notwithstanding notice to the contrary.
(ii) A Participant shall not be entitled to receive any greater payment under Section 2.18 or 2.19 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant. A Participant shall not be entitled to receive any funds directly from the Company in respect of Sections 2.18, 2.19, 2.20 or 10.7 unless such Participant shall have provided to Administrative Agent, acting for this purpose as an agent of the Company, such information as is required to be recorded in the Register pursuant to paragraph (b)(iv) above as if such Participant were a Lender. Any Participant shall not be entitled to the benefits of Section 2.19 unless such Participant complies with Sections 2.19(c), 2.19(d) and 2.19(e) as though it were a Lender.
(d) Any Lender may, without the consent of the Company, the Brazilian Administrative Agent, the Administrative Agent or any Issuing Lender, 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 any pledge or assignment to secure such Lender’s obligations to a Federal Reserve Bank or any central bank having jurisdiction over such Lender, and this Section 10.6 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.
(e) In connection with any assignment made pursuant hereto, the assigning Lender shall surrender the Note held by it and the Company shall, upon the request to the Administrative Agent by the assigning Lender or the Assignee, as applicable, execute and deliver to the Administrative Agent (in exchange for the outstanding Note of the assigning Lender) a Canadian Facility new Note to the order of such assigning Lender or Assignee, as applicable, in the amount equal to the amount of such assigning Lender’s or Assignee’s, as applicable, Commitment to it after giving effect to its Canadian Facility Commitment applicable assignment (or if the Commitments have terminated, the Loan of such party). Any Notes surrendered by the assigning Lender shall only be made returned by the Administrative Agent to a Person or group of Persons that qualifies as a Canadian Facility Lenderthe Company marked “cancelled.”
Appears in 1 contract
Samples: 5 Year Revolving Credit Agreement (General Motors Financial Company, Inc.)
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an Issuing Lender that issues any Letter of Credit)hereby, except that (i) other than in accordance with subsection 8.3, the Borrowers Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6(and any attempted assignment or transfer by a Lender without the consent of the Borrower or the Administrative Agent, if such consent is required by this subsection, shall be null and void). 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 subsection) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative 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, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant Commitment and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent (such consent not to be unreasonably withheld or delayedwithheld) of:
(A) the Parent Borrower, provided that no consent of the Parent Borrower shall be required for an assignment to (x) a Lender or an affiliate of a Lender unless such assignment would result in increased costs to the Borrower or, (y) if an Event of Default under subsection 9(aclause (a) or (fg) of Section 7 has occurred and is continuing, to any other Person; provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignmentAssignee; and
(B) the Administrative Agent, provided that no consent of the Administrative Agent 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, Lender or an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may be, the amount of Commitments or Loans the Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million unless 5,000,000 and, in the Parent case of a partial assignment by a Lender the amount of the Commitment of the assigning Lender after giving effect thereto may not be less than $5,000,000, unless, in either case, each of the Borrower and the Administrative Agent otherwise consentconsent (such consent not to be unreasonably withheld), provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(aclause (a) or (fg) of Section 7 has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if anycontinuing;
(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, provided that (i) this clause shall not apply to rights in respect of outstanding Competitive Loans and (ii) with the consent of the Borrower and the Administrative Agent (such consent not to be unreasonably withheld), a Lender may assign portions of its U.S Commitment without assigning a proportionate share of its Multicurrency Commitment if either (x) such proportionate share of such Multicurrency Commitment shall be assumed by another Lender or (y) if the Borrower so agrees, such proportionate share of such Multicurrency Commitment shall be terminated;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case)3,500; provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;and
(CD) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; andAdministrative Questionnaire.
(Diii) any assignment made Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this subsection, 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 Canadian Facility Lender of its Canadian Facility Commitment shall only be made to a Person or group of Persons that qualifies as a Canadian Facility Lender.under this Agreement,
Appears in 1 contract
Samples: 364 Day Competitive Advance and Revolving Credit Facility (Delphi Corp)
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an Issuing Lender that issues any Letter of Credit)hereby, except that (i) other than in accordance with subsection 8.3, the Borrowers Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (eachother than an entity designated by the Borrower as a “disqualified lender” on or prior to the Closing Date (or after the Closing Date, with the consent of the Administrative Agent, not to be unreasonably withheld) (each such “disqualified lender”, a “Disqualified Lender”) or a natural person), (each such assignee, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Term Loan Commitments and/or Loans, pursuant and the Term Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent BorrowerBorrower (not to be unreasonably withheld), provided that no consent of the Parent Borrower shall be required have absolute discretion to withhold its consent for an assignment to a Lender, an affiliate of a Lender, or an Approved Fund (as defined below) if after giving effect to such assignment such Lender and its affiliates and related Approved Funds would hold directly, as a Lender or, indirectly as a Participant, greater than 15% of the aggregate principal amount of the Term Loans; provided, further, that notwithstanding anything herein to the contrary, such prior written consent of the Borrower shall not be required if an Event of Default under subsection 9(aSection 7(a), 7(c)(A) or (f7(f) has occurred and is continuing, to any other Person; provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignment; and
(B) the Administrative Agent, provided that (unless the assigning Lender is an Affiliate Lender, in which case the consent of the Administrative Agent shall be required) no consent of the Administrative Agent shall be required for an assignment 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, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Term Loan Commitments or Term Loans, as the case may be, the amount of the Term Loan Commitments or Term Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 5,000,000 unless each of the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;
(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case)3,500; provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;and
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (Dwhich may contain material non-public information about the Loan Parties and their affiliates and their related parties or their respective securities) any assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only will be made to a Person or group of Persons that qualifies as a Canadian Facility Lenderavailable and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities law.
Appears in 1 contract
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an any Issuing Lender that issues any Letter of Credit), except that (i) other than in accordance with subsection 8.3, the Borrowers may not assign or otherwise transfer any of their rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any Borrower without such consent shall be null and void); provided that, for the avoidance of doubt, the designation of a Subsidiary Borrower in accordance with Section 2.21(a)(i) shall not be deemed to be an assignment or transfer of rights and obligations and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”) ), other than a natural person, any Borrower or any Subsidiary or Affiliate of any Borrower, all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Commitments and/or Loans, pursuant and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent of:
(A) the Parent Borrower (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent Borrower), provided that no consent of the Parent Borrower shall be required for an assignment to a Lender Lender, an affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default under subsection 9(aSection 8(a) or (f) has occurred and is continuing, to any other Person; and provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent Borrower shall be required for deemed to have consented to any such assignmentassignment unless the Parent Borrower shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof; and
(B) the Administrative AgentAgent (such consent not to be unreasonably withheld or delayed).
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Revolving Commitments or Loans, as the case may be, the amount of the Revolving Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 5,000,000 unless each of the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(aSection 8(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;
(B1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing \\DC - 036150/000014 - 15261895 v8 and recordation fee of $3,500 and (unless waived 2) the assigning Lender shall have paid in full any amounts owing by it to the Administrative Agent in any given case)Agent; provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;and
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (Dwhich may contain material non-public information about the Borrowers and their respective Affiliates and their related parties or their respective securities) any assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only will be made to a Person or group of Persons that qualifies as a Canadian Facility Lenderavailable and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.
Appears in 1 contract
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an the Issuing Lender that issues any Letter of Credit), except that (i) other than in accordance with subsection 8.3, the Borrowers Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6).
(i) Subject to the conditions set forth below in paragraph (b)(ii) belowSection 10.6(b)(ii), any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”) Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent of:
(A) the Administrative Agent (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent Borrower, provided that no consent of the Parent Borrower shall be required for an assignment to a Lender or, if an Event of Default under subsection 9(a) or (f) has occurred and is continuing, to any other Person; provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignment); and
(B) with respect to any proposed assignment of all or a portion of the Administrative AgentL/C Commitment, the Issuing Lender.
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender, an affiliate Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may beLoans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 5,000,000 (provided that simultaneous assignments to or by two (2) or more Approved Funds shall be aggregated for purposes of determining such amount), unless each of the Parent Borrower and the Administrative Agent otherwise consent, ; provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if anyoccurred;
(B) the parties to each assignment of all or a portion of any Revolving Commitment shall (1) electronically execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption via an electronic settlement system acceptable to the Administrative Agent or (2) manually execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 (unless waived 3,500, payable by the Administrative Agent in any given case)assigning or assignee Lender as they shall mutually agree; provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;and
(C) the Eligible Assignee, if it shall not already be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
(D) any assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only be made to a Person or group of Persons that qualifies as a Canadian Facility Lender.
Appears in 1 contract
Samples: Credit Agreement (Enernoc Inc)
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an the Issuing Lender that issues any Letter of Credit), except that (i) other than in accordance with subsection 8.3, the Borrowers Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any the Borrower without such consent shall be null and void) and ), (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section and (iii) no Lender may assign or otherwise transfer its rights or obligations hereunder to any Loan Party or any of its Affiliates.
(i) Subject to the conditions set forth in paragraph (b)(ii) belowbelow and subject to paragraph (a)(iii) above, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees Eligible Assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent (each such consent not to be unreasonably withheld or delayed) of:
(A) the Parent Borrower, ; provided that no consent of the Parent Borrower shall be required for an assignment to a Lender Lender, an affiliate of a Lender, an Approved Fund or, if an Event of Default under subsection 9(a) or (f) has occurred and is continuing, to any other Person; and provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent Borrower shall be required for deemed to have consented to any such assignmentassignment unless the Borrower shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof; and
(B) the Administrative Agent,
(C) any Swingline Lender, and
(D) any Issuing Lender.
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may beCommitments, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 5,000,000 unless the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if anyconsents;
(B1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 and (unless waived 2) the assigning Lender shall have paid in full any amounts owing by it to the Administrative Agent in any given case)Agent; provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;and
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; andquestionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and their Affiliates and their related parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.
(Diii) any Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, 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 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, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16 (subject to the requirements thereof, including Section 2.16(f), 2.17 and 10.5). Any assignment made or transfer by a Canadian Facility Lender of rights or obligations under this Agreement that does not comply with this Section 10.6 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 and to the extent permitted by paragraph (c) of this Section.
(iv) The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its Canadian Facility Commitment offices in the United States a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount of (and stated interest thereon) the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent, the Issuing Lender and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower or any Lender (but only, in the case of a Lender, at the Funding Office and with respect to any entry relating to such Lender’s Commitments, Loans, L/C Obligations and other Obligations), 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.
(i) Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent, the Issuing Lender and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement pursuant to which a Lender sells such a participation shall provide that 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 may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 10.1 and (2) directly affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of, and subject to the limitations of, Sections 2.15, 2.16 and 2.17 to the same extent as if it were 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 10.7(b) as though it were a Lender; provided such Participant shall be subject to Section 10.7(a) as though it were a Lender.
(ii) A Participant shall not be entitled to receive any greater payment under Section 2.15, 2.16 or 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, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. No Participant shall be entitled to the benefits of Section 2.16 unless such Participant complies with Sections 2.16(d), (f) and (g) as if it were a Lender.
(iii) If any Lender sells a participation in a Loan, such Lender shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of all participants in the Loans held by it and the principal amount of (and stated interest thereon) the portion of the Loan which is the subject of the participation (the “Participation Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Register to any Person (including the identity of any participant or any information relating to a participant’s interest in any Revolving Commitments, Revolving Loans, Letters of Credit or its other obligations under this Agreement) except to the extent that such disclosure is necessary to establish that such Revolving Commitment, Revolving Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. A Loan may be participated in whole or in part only by registration of such participation on the Participation Register. Any transfer of such participation may be effected only by the Registration of such transfer on the Participation Register. The entries in the Participation Register shall be conclusive absent manifest error and such Lender shall treat such participants whose name is recorded in the Participation Register as the owner of such participation for all purposes of this Agreement, notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (solely in its capacity as Administrative Agent) shall have no responsibility to maintain a Participant Register.
(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 any pledge or assignment to secure obligations to a Federal Reserve Bank or any central bank having jurisdiction over such Lender, 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.
(e) The Borrower, upon receipt of written notice from the relevant Lender, agrees to issue Notes to any Lender requiring Notes to facilitate transactions of the type described in paragraph (d) above. A Note shall only evidence the Lender’s or a registered assignee’s right, title and interest in and to the related Loan, and in no event is any such Note to be made to considered a Person bearer instrument or group of Persons that qualifies as a Canadian Facility Lenderobligation.
(f) No Agent shall have any responsibility or liability for maintaining the list or identities of, or enforcing provisions related to, Disqualified Assignees.
Appears in 1 contract
Samples: Credit Agreement (Teradyne, Inc)
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an the Issuing Lender that issues any Letter of Credit), except that (i) other than in accordance with subsection 8.3, the Borrowers Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder except as permitted under Section 7.4(e) without the prior written consent of each Lender (and any attempted assignment or transfer by any the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent of:
(A) the Borrower (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent Borrowerwithheld), provided that no consent of the Parent Borrower shall be required for an assignment to a Lender Lender, an affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default under subsection 9(a) or (f) has occurred and is continuing, to any other Person; provided, further, that if any Lender assigns all or a portion Table of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignment; andContents
(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; and
(C) in the case of an assignment of a portion of the Revolving Facility, the Issuing Lender and the Swingline Lenders.
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may beLoans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than than, in the case of the Revolving Facility, $5.0 million 5,000,000 or, in the case of the Term Facility, $1,000,000 unless each of the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;
(B1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 and (unless waived 2) the assigning Lender shall have paid in full any amounts owing by it to the Administrative Agent in any given case)Agent; provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;and
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (Dwhich may contain material non-public information about the Borrower and its Affiliates and their related parties or their respective securities) any assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only will be made to a Person or group of Persons that qualifies as a Canadian Facility Lenderavailable and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.
Appears in 1 contract
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an the Issuing Lender that issues any Letter of Credit), except that (i) other than in accordance with subsection 8.3, the Borrowers Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a any Disqualified Lender or any natural personInstitution) to one or more assignees Eligible Assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent (such consent not to be unreasonably withheld or delayedwithheld) of:
(A) the Parent Borrower, provided that no consent of the Parent Borrower shall be required for an (x) assignment to a Lender Lender, an affiliate of a Lender, an Approved Fund or, if an Event of Default under subsection 9(a) or (f) has occurred and is continuing, to any other Person; provided, further, that if (y) any Lender assigns all assignment by the Administrative Agent (or a portion its affiliates) or (z) any assignment of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignmentTerm Loans; and
(B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for (x) an assignment to an Assignee that is a Lender, an affiliate of a Lender or an Approved Fund with respect to such Lender immediately prior to giving effect to such assignment, except in the case of an assignment of a Revolving Commitment to an Assignee that does not already have a Revolving Commitment,(y) any assignment by the Administrative Agent (or its affiliates) or (z) any assignment of Term Loans; and
(C) in the case of any assignment of a Revolving Commitment, the Issuing Lender.
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender, an affiliate Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may beLoans under any Facility or Subfacility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 1,000,000 unless each of the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates Affiliates or Approved Funds, if any;
(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case); 3,500, provided that for concurrent assignments to two or more Approved Funds only one such assignment fee shall only be required to be paid once payable in respect of and at the time of such assignmentscontemporaneous assignments to or from related Approved Funds;
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
(D) any in the case of an assignment made by a Canadian Facility Lender to an Affiliated CLO, the assigning Lender shall retain the sole right to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan Documents, provided that the Assignment and Assumption between such Lender and such CLO may provide that such Lender will not, without the consent of such CLO, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 11.1 and (2) directly affects such CLO.
(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, 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 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, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 4.9, 4.10(a), 4.11 and 11.5). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 11.6 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 Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its Canadian Facility offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount of the Loans and L/C Obligations owing to each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive (absent manifest error), and the Borrower, the Administrative Agent, the Issuing Lender and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.
(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)(ii) 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.
(i) Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations (other than to any Disqualified Institution) to one or more Eligible Assignees (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent, the Issuing Lender and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement pursuant to which a Lender sells such a participation shall provide that 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 may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 11.1 and (2) directly 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 4.9, 4.10(a) or 4.11 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section (subject to the exclusions in the definitions of “Excluded Taxes” as though it were a Lender). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.7(b) as though it were a Lender, provided such Participant shall be subject to Section 11.7(a) as though it were a Lender. Each Lender that sells a participation shall 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 this Agreement; provided that no Lender shall have any obligation to disclose any portion of such register to any Person except to the extent such disclosure is necessary to establish that the Loans, Commitment or other interests hereunder are in registered form for United States federal income tax purposes.
(ii) A Participant shall only not be entitled to receive any greater payment under Section 4.9 or 4.10(a) 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 shall not be entitled to the benefits of Section 4.10(a) unless such Participant complies with Section 4.10(e).
(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 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.
(e) The Borrower, upon receipt of written notice from the relevant Lender, agrees to issue Notes to any Lender requiring Notes to facilitate transactions of the type described in paragraph (d) above.
(f) Notwithstanding the foregoing, any Conduit Lender may assign any or all of the Loans it may have funded hereunder to its designating Lender without the consent of the Borrower or the Administrative Agent and without regard to the limitations set forth in Section 11.6(b). The Borrower, each Lender and the Administrative Agent hereby confirms that it will not institute against a Conduit Lender or join any other Person in instituting against a Conduit Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any state bankruptcy or similar law, for one year and one day after the payment in full of the latest maturing commercial paper note issued by such Conduit Lender; provided, however, that each Lender designating any Conduit Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage or expense arising out of its inability to institute such a proceeding against such Conduit Lender during such period of forbearance.
(g) Notwithstanding the foregoing, no assignment may be made or participation sold to a Person Disqualified Institution, and any such purported assignment or group participation shall be null and void and such Disqualified Institution shall have no voting or other rights under this Agreement.
(h) Notwithstanding anything to the contrary contained in this Section 11.6 or any other provision of Persons this Agreement, so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Affiliate Purchaser may purchase outstanding Term Loans on the following basis:
(i) At any time, and from time to time, any Affiliate Purchaser shall have the right to purchase, for cash, Term Loans up to an amount to be specified by the applicable Affiliate Purchaser at a purchase price to be determined, in each case in accordance with the Auction Procedures established for each such purchase; provided, that qualifies (x) any Affiliate Purchaser shall be entitled to purchase Term Loans pursuant to this Section 11.6(h) solely pursuant to an auction managed by an Auction Manager and shall not be permitted to purchase Term Loans in any other manner (including pursuant to secondary market purchases), and (y) concurrently with each such purchase of Term Loans by any Affiliate Purchaser, such Affiliate Purchaser shall transfer such Term Loans to the Borrower for $0 consideration for cancellation.
(ii) With respect to all purchases by any Affiliate Purchaser and cancellation by the Borrower of the Term Loans pursuant to this Section 11.6(h), such purchases and cancellation shall not, for the avoidance of doubt, constitute prepayments of the Loans (including, without limitation, pursuant to Section 4.1 or 4.2 hereof).
(iii) Immediately following any Affiliate Purchaser Loan Purchase, no interest shall accrue from and after the Affiliate Purchaser Effective Date on any Term Loans purchased by the applicable Affiliate Purchaser and, upon the contribution of such Term Loans by such Affiliate Purchaser to the Borrower, such Term Loans shall, without further action by any Person, be cancelled for all purposes and no longer outstanding (and may not be resold, assigned or participated out by the Borrower) for all purposes of this Agreement and all other Loan Documents.
(iv) Any Affiliate Purchaser Loan Purchase shall be effective upon recordation in the Register (in the manner set forth above) by the Administrative Agent. Each assignment shall be recorded in the Register immediately following the completion of the relevant auction conducted pursuant to the relevant Auction Procedures. The date of such recordation of a transfer shall be referred to herein as a Canadian Facility the “Affiliate Purchaser Effective Date.” After such assignments have been recorded in the Register, the Affiliate Purchaser, the Borrower and such Term Loans shall each be removed by the Administrative Agent from the Register in their entirety. The processing and recordation fee as set forth in Section 11.6(b)(ii)(B) hereof shall not be applicable to any Affiliate Purchaser Loan Purchase or the concurrent assignment of Term Loans by any Affiliate Purchaser to the Borrower, in each case consummated pursuant to this Section 11.6(h).
(v) Each Affiliate Purchaser shall make payment of the purchase price for Term Loans accepted for purchase pursuant to the Auction Procedures by transmitting funds directly to the assigning Lender. Interest on such Term Loans accrued through the Affiliate Purchaser Effective Date shall be paid to the Lender that has assigned such Term Loans on the Affiliate Purchaser Effective Date.
(vi) The provisions of this Section 11.6(h) shall not require any Affiliate Purchaser to offer to purchase any Term Loans.
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Metropcs Communications Inc)
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an the Issuing Lender that issues any Letter of Credit), except that (i) other than in accordance with subsection 8.3except for any assignment from any Foreign Subsidiary Borrower to the Parent Borrower expressly contemplated by Section 2.22(b), the Borrowers no Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section 10.6. 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 (including any affiliate of the Issuing Lender that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section 10.6) and, to the extent expressly contemplated hereby, the affiliates of each of the Administrative Agent, the Issuing Lender 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, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (other than (w) a natural person (or any holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person), (x) a Defaulting Lender, a subsidiary of a Defaulting Lender or a Person who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary of a Defaulting Lender, (y) a Disqualified Lender or (z) the Parent Borrower or any of its Subsidiaries) (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent (such consent not to be unreasonably withheld or delayedwithheld) of:
(A) the Parent Borrower, ; provided that no consent of the Parent Borrower shall be required for an assignment to a Lender Lender, an affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default under subsection 9(aclauses (a) or (f) of Article VIII has occurred and is continuing, to any other Person; provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent Borrower shall be required for deemed to have consented to any such assignmentassignment unless the Parent Borrower shall object thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof; and
(B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of (x) any Revolving Credit Commitment to an Assignee that is a Revolving Credit Lender immediately prior to giving effect to such assignment or (y) 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, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning LenderXxxxxx’s Commitments or Loans, as the case may beLoans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 5,000,000 with respect to the Revolving Credit Commitments and the Revolving Credit Loans or $1,000,000 with respect to the Term Loans (in each case, other than in the case of an assignment of all of a Lender’s interests under this Agreement), unless each of the Parent Borrower and the Administrative Agent otherwise consent, ; provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(aclauses (a) or (f) of Article VIII has occurred has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates Affiliates or Approved Funds, if any;
(B) each partial assignment shall be made as an assignment of a proportionate part of each of the assigning Xxxxxx’s rights and obligations under this Agreement; provided that this clause shall not be construed to prohibit the assignment of a proportionate part of the assigning Xxxxxx’s rights and obligations in respect of the Revolving Credit Commitments or Term Loans;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 (unless waived by with only one such fee payable in connection with the Administrative Agent in any given case); provided that for concurrent simultaneous assignments to or by two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at that are administered or managed by the time of such assignments;same entity or affiliated entities); and
(CD) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (Dwhich may contain material non-public information about the Parent Borrower and its Affiliates and their related parties or their respective securities) any assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only will be made to a Person or group of Persons that qualifies as a Canadian Facility Lender.available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws
Appears in 1 contract
Samples: Credit Agreement (CONMED Corp)
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an the Issuing Lender that issues any Letter of Credit), except that (i) other than in accordance with subsection 8.3, the Borrowers Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees Persons, other than a natural person (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent of:
(A) the Borrower (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent Borrower), provided that no consent of the Parent Borrower shall be required for an assignment (1) to a Lender Lender, an affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default under subsection 9(a) or (f) has occurred and is continuing, to any other Person; provided, further, that if any Lender assigns all Person or (2) of a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignment; andTerm Loan;
(B) the Administrative AgentAgent (such consent not to be unreasonably withheld or delayed), 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; and
(C) Solely in the case of a Revolving Commitment, the Issuing Lender and the Swingline Lender (such consent not to be unreasonably withheld or delayed).
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may be, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 1,000,000 (in the case of a Term Loan) or $5,000,000 (in the case of a Revolving Commitment) unless each of the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;
(B) the parties assigning Lender and the Assignee party to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case)3,500; provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;and
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and.
(D) any Notwithstanding anything to the contrary set forth herein, no assignment of the Revolving Commitments or the Revolving Loans may be made by any Lender other than a Canadian Facility Lender of its Canadian Facility Commitment shall only be made to a Person serving as Administrative Agent or group of Persons that qualifies as a Canadian Facility LenderSyndication Agent until the earlier of (1) the date on which the Joint Lead Arrangers identified on the cover page hereto have notified the Borrower that a successful syndication has been achieved or (2) 90 days after the Closing Date.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Medical Properties Trust Inc)
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an the Issuing Lender that issues any Letter of Credit), except that (i) other than in accordance with subsection 8.3, the Borrowers no Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender (and any attempted assignment or transfer by any Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section 10.6.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”), other than a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural person) or, except as provided in paragraph (f) below, to the MLP or any of its Subsidiaries or Affiliates, all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent of:
(A) the Borrowers’ Agent (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent Borrower), provided that no consent of the Parent Borrower Borrowers’ Agent shall be required for an assignment to a Lender Lender, an affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default under subsection 9(a) or (f) has occurred and is continuing, to any other Person; and provided, further, that if the Borrowers’ Agent shall be deemed to have consented to any such assignment unless the Borrowers’ Agent shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof;
(B) in the case of any assignment of Revolving Loans and Revolving Commitments, each Issuing Lender assigns all and the Swingline Lender (such consents not to be unreasonably withheld or a portion of its rights and obligations under this Agreement delayed); and
(C) the Administrative Agent (such consent not to one of its affiliates in connection with be unreasonably withheld or in contemplation delayed), provided that no consent of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent Administrative Agent shall be required for such assignment; and
(B) the Administrative Agentan assignment 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, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may beLoans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 5,000,000 (or, in the case of any Incremental Term Facility, $1,000,000) unless each of the Parent Borrower Borrowers’ Agent and the Administrative Agent otherwise consentconsents, provided that (1) no such consent of the Parent Borrower Borrowers’ Agent shall be required if an Event of Default under subsection 9(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;
(B1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 and (unless waived 2) the assigning Lender shall have paid in full any amounts owing by it to the Administrative Agent in any given case)Agent; provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;and
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (Dwhich may contain material non-public information about the MLP and its Affiliates and their related parties or their respective securities) any assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only will be made to a Person or group of Persons that qualifies as a Canadian Facility Lenderavailable and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.
Appears in 1 contract
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an the applicable Issuing Lender that issues any Letter of Credit), except that (i) other than in accordance with subsection 8.3Subsection 8.2, none of the Borrowers Loan Parties may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any Borrower Loan Party without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with Subsection 4.13(d), Subsection 4.15(c), Subsection 11.1(g) and this subsection Subsection 11.6.
(b) (i) Subject to the conditions set forth in paragraph (b)(iiSubsection 11.6(b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, assign (other than to a Disqualified Lender Lender, to any natural person or, subject, in the case of ABL Term Loans only, to Subsection 11.6(h)(i)(3) below, to any Holding Company, the Parent Borrower or any natural personof their respective Subsidiaries) (unless the Borrower Representative and, if applicable, the Sponsor, shall have otherwise expressly consented in writing to such assignment) to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including its Commitments and/or Loans, pursuant to an Assignment and Acceptance) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent BorrowerBorrower Representative (in the case of an Approved Commercial Bank, such consent not to be unreasonably withheld); provided that no consent of the Parent Borrower Representative shall be required for (x) an assignment to a Lender or, if an Event of Default under subsection 9(aSubsection 9.1(a) or (f9.1(f) with respect to the Parent Borrower has occurred and is continuingcontinuing or (y) an assignment from Citibank, N.A. to any other Person; providedCiticorp North America, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignment; andInc.;
(B) the Administrative Agent.
, the Issuing Lender and the Swingline Lender (ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment Approved Commercial Bank, such consent not to a Lenderbe unreasonably withheld, an affiliate conditioned or delayed); and
(C) the Sponsor (so long as (1) the CD&R Investors, (2) CD&R and (3) any investment fund or vehicle managed, sponsored or advised by CD&R) or any Affiliate thereof, and any Affiliate of a Lender or an Approved Fund successor to any such investment fund or an assignment vehicle collectively have beneficial ownership, directly or indirectly, of more than 50.0% of the entire remaining amount total voting power of the assigning Lender’s Commitments or Loans, as the case may be, the amount of Commitments or Loans Voting Stock of the assigning Lender subject to each such assignment (Parent Borrower, determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million unless the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Fundsor, if any;
(B) a “trade date” is specified in the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee as of $3,500 the trade date) (unless waived by it being understood that the Administrative Agent Sponsor shall be an express third-party beneficiary of the provisions in any given case); provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
(D) any assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only be made to a Person or group of Persons that qualifies as a Canadian Facility Lender.this
Appears in 1 contract
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an Issuing Lender that issues any Letter of Credit)hereby, except that (i) other than in accordance with subsection 8.3, the Borrowers may not assign or otherwise transfer any of their rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6subsection.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or LoansCommitments, pursuant its Unissued Letter of Credit Commitment and the Loans at the time owing to an Assignment and Acceptanceit under one or more Facilities) with the prior written consent (such consent not to be unreasonably withheld or delayedwithheld) of:
(A) the Parent BorrowerCompany, provided that no consent of the Parent Borrower Company shall be required for an assignment to a Lender Lender, an affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default under subsection 9(a7.1(a) or (f) has occurred and is continuing, to any other Person; provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignment; and;
(B) the Administrative Agent, provided that no consent of the Agent shall be required for an assignment to an Assignee that is an affiliate of such assigning Lender; and
(C) solely in the case of any assignment under the Letter of Credit Facility, each Issuing Bank (such consent not to be unreasonably withheld or delayed), provided that no consent of any Issuing Bank shall be required for an assignment to an Assignee that is an affiliate of such assigning Lender.
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may be, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than an amount equal to $5.0 million 5,000,000 or a multiple of $1,000,000 in excess thereof unless each of the Parent Borrower Company and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower Company shall be required if an Event of Default under subsection 9(a7.1(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;
(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption substantially in the form of Exhibit G, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case); provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments3,500;
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
(D) in the case of an assignment by any assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only be made to a Person CLO (as defined below) administered or group managed by such Lender or an affiliate of Persons such Lender, the assigning Lender shall retain the sole right to approve any amendment, modification or waiver of any provision of this Agreement, provided that qualifies as a Canadian Facility Lender.the Assignment and Assumption between such Lender and such CLO may provide that such Lender will not, without the consent of such CLO, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of subsection 10.1 and (2) directly affects such CLO. For the purposes of this subsection 10.7, the terms “Approved Fund” and “CLO” have the following meanings:
Appears in 1 contract
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an any Issuing Lender that issues any Letter of Credit), except that (i) other than in accordance with subsection 8.3, the Borrowers Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Defaulting Lender or any Disqualified Institution without the consent of the Borrower or to any natural person) to one or more assignees (each, an “Assignee”) ), all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent Borrower, ; provided that (i) no consent of the Parent Borrower shall be required for an assignment of (x) Term Loans to a Lender, an Affiliate of a Lender, an Approved Fund (as defined below), and (y) Revolving Loans to a Revolving Lender (other than a Defaulting Lender), or, in each case, if an Event of Default under subsection 9(aSections 8(a) or (f8(f) has occurred and is continuing, to any other Person; provided, further, that if any Lender assigns all or Person and (ii) a portion of its rights and obligations consent under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent clause (A) shall be required for such assignmentdeemed given if the Borrower shall not have objected in writing to the proposed assignment within ten Business Days after receipt by it of a written notice thereof from the Administrative Agent; and
(B) the Administrative Agent.
(ii) Assignments ; provided that no consent of the Administrative Agent shall be subject to the following additional conditions:
(A) except in the case of required for an assignment of all or any portion of a Term Loan to a Lender, an affiliate Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning a Revolving Loan to a Revolving Lender’s Commitments or Loans, as the case may be, the amount of Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million unless the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;
(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case); provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;and
(C) in the Assigneecase of an assignment under a Revolving Facility, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
(D) any assignment made by a Canadian Facility each Issuing Lender of its Canadian Facility Commitment shall only be made to a Person or group of Persons that qualifies as a Canadian Facility Lenderand Swingline Lender for such Facility.
Appears in 1 contract
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an Issuing Lender that issues any Letter of Credit)hereby, except that (i) other than except in accordance connection with subsection 8.3an Escrow Assumption, the Borrowers Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any the Borrower without such consent shall be null and void) and (ii) no Lender may 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 subsection 11.6(c) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative 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, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent of:
(A) the Borrower (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent Borrower), provided that no consent of the Parent Borrower shall be required for an assignment to (I) a Lender orLender, an affiliate of a Lender, an Approved Fund (as defined below) or (II) if an Event of Default under subsection 9(aSection 8.1(a) or (fg) has occurred and is continuing, to any other Person; provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignment; and
(B) the Administrative AgentAgent (such consent not to be unreasonably withheld or delayed), provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a 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, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may be, the amount of Commitments or the Loans of the assigning Lender subject to each such assignment (determined as of the trade date specified in the Assignment and Acceptance Assumption with respect to such assignment or, if no trade date is so specified, as of the date such Assignment and Assumption is delivered to the Administrative Agent) shall not be less than $5.0 million unless 1,000,000 ($250,000 if the Parent Borrower and the Administrative Agent otherwise consentAssign- ee is a Lender, an affiliate of a Lender or an Approved Fund) provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(aSection 8.1(a) or (fg) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;
(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 (unless waived otherwise agreed by the Administrative Agent in any given caseits sole discretion); provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; andquestionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Affiliates and their related parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws;
(D) any Each partial assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to a Person or group of Persons that qualifies as a Canadian Facility Lenderthe Loans assigned.
Appears in 1 contract
Samples: Escrow Credit Agreement (Charter Communications, Inc. /Mo/)
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an Issuing Lender that issues any Letter of Credit)hereby, except that (i) other than in accordance with subsection 8.3, the Borrowers Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section 10.6.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”) other than a Defaulting Lender, any Subsidiary of a Defaulting Lender, any natural person (or holding company, investment vehicle or trust for, or owned or operated by or for the primary benefit of, one or more natural persons), the Borrower or any of the Borrower’s Affiliates or Subsidiaries, all or a portion of its rights and obligations under this Agreement (including its Commitments and/or Loans, pursuant all or a portion of the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent Borrower, provided that no consent of the Parent Borrower shall be required for an assignment to a Lender (or an Affiliate of any Lender) or an Approved Fund or, if an Event of Default under subsection 9(aSection 8(a), (e) or (f) has occurred and is continuing, to any other Person; provided, and provided further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent Borrower shall be required for deemed to have consented to any such assignmentassignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof from the assigning Lender (with a copy to the Administrative Agent); and
(B) the Administrative Agent.
(ii) Assignments , provided that no consent of the Administrative Agent shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or required for an assignment of the entire remaining amount any Loans to an Assignee that is a Lender (or an Affiliate of the assigning a Lender’s Commitments or Loans, as the case may be, the amount of Commitments or Loans of the assigning Lender subject ) immediately prior to each such assignment (determined as of the date the Assignment and Acceptance with respect giving effect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million unless the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;
(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case); provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
(D) any assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only be made to a Person or group of Persons that qualifies as a Canadian Facility Lenderassignment.
Appears in 1 contract
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an the applicable Issuing Lender that issues any Letter of Credit), except that (i) other than in accordance with subsection 8.38.5, none of the Borrowers Loan Parties may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any Borrower Loan Party without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including its Commitments Commitment and/or Loans, pursuant to an Assignment and Acceptance, substantially in the form of Exhibit F) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:
(A) the The Parent Borrower, provided that no consent of the Parent Borrower shall be required for an assignment to a Lender Lender, an affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default under subsection 9(a) or (f) has occurred and is continuing, to any other Person; provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignment; and
(B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment to a Lender or an affiliate of a Lender.
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may beLoans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 5,000,000 unless the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;
(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case)3,500; provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
(D) any assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only be made to an assignee with a Person or group of Persons that qualifies as a Non-Canadian Facility LenderAffiliate.
Appears in 1 contract
Samples: Credit Agreement (Hertz Corp)
Successors and Assigns; Participations and Assignments. (a) The provisions of this This Agreement shall be binding upon and inure to the benefit of Holdings, the parties hereto Borrower, the Lenders, the Administrative Agent, all future holders of the Loans and their respective successors and assigns permitted hereby (including any affiliate of an Issuing Lender that issues any Letter of Credit)assigns, except that (i) other than in accordance with subsection 8.3, the Borrowers CC Operating may not assign or otherwise transfer any of their its rights or obligations hereunder under this Agreement without the prior written consent of each Lender (and any attempted assignment or transfer by any Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Lender.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “"Assignee”") all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant Revolving Commitment and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent (such consent not to be unreasonably withheld or delayedwithheld) of:
(A) the Parent Borrower, provided that no consent of the Parent Borrower shall be required for an assignment to a Lender Lender, an affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default under subsection 9(aSection 8(a) or (f) has occurred and is continuing, to any other Person; provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignment; and
(B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of (x) any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment or (y) 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, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments 's Revolving Commitment or Loans, as the case may beLoans under any Facility, the amount of Commitments the Revolving Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 5,000,000 (or, in the case of the Tranche B Term Facility, $1,000,000) unless each of the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(aSection 8(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;
(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case)3,500; provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;and
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
(D) any assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only be made to a Person or group of Persons that qualifies as a Canadian Facility Lender.
Appears in 1 contract
Samples: Credit and Exchange Offer Agreement (Crown Castle International Corp)
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an Issuing Lender that issues any Letter of Credit)hereby, except that (i) other than in accordance with subsection 8.3, the Borrowers Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section 9.6.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees that are (or the Lender reasonably believes are) QIBs or IAIs (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent of:
(A) the Borrower (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent Borrowerwithheld), provided that no consent of the Parent Borrower shall be required for an assignment to (I) a Lender or an affiliate of a Lender, or (II) if an Event of Default has occurred and is continuing, any other Person; and
(B) the Administrative Agent (such consent not to be unreasonably withheld), provided that no consent of the Administrative Agent shall be required for an assignment to a Lender or, if or an Event Affiliate of Default under subsection 9(a) or (f) has occurred and is continuing, to any other Person; provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignment; and
(B) the Administrative AgentLender.
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may be, Loans the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million unless 5,000,000 ($1,000,000 if the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent Assignee is a Lender or an affiliate of the Parent Borrower shall be required if an Event of Default under subsection 9(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if anya Lender);
(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case)3,500; provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;and
(C) the Assignee, if it shall not be a Lender, shall (if requested by the Administrative Agent) deliver to the Administrative Agent an administrative questionnaire; and.
(Diii) any Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, 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 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, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.11, 2.12, 2.13 and 9.5). Any assignment made or transfer by a Canadian Facility Lender of rights or obligations under this Agreement that does not comply with this Section 9.6 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 Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its Canadian Facility Commitment offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall only be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.
(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 9.6 and any written consent to such assignment required by paragraph (b) of this Section 9.6, 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.
(i) Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one or more Persons that are (or the Lender reasonably believes are) QIBs or IAIs (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent, the Issuing Lender and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provi- sion of this Agreement; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 9.1 and (2) directly affects such Participant. Subject to paragraph (c)(ii) of this Section 9.6, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.11, 2.12, 2.13 and 9.5 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 9.6. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.7(b) as though it were a Lender; provided such Participant shall be subject to Section 9.7(a) as though it were a Lender.
(ii) A Participant shall not be entitled to receive any greater payment under Section 2.11 or 2.12 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. Any Participant that is a Non-U.S. Lender shall not be entitled to the benefits of Section 2.12 unless such Participant complies with Section 2.12(d).
(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 any pledge or assignment to secure obligations to a Person Federal Reserve Bank, and this Section shall not apply to any such pledge or group assignment of Persons a security interest; provided that qualifies 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 Canadian Facility party hereto.
(e) The Borrower, upon receipt of written notice from the relevant Lender, agrees to issue Notes to any Lender requiring Notes to facilitate transactions of the type described in paragraph (d) above.
(f) Notwithstanding the foregoing, any Conduit Lender may assign any or all of the Loans it may have funded hereunder to its designating Lender without the consent of the Borrower or the Administrative Agent and without regard to the limitations set forth in Section 9.6(b). Each of the Borrower, each Lender and the Administrative Agent hereby confirms that it will not institute against a Conduit Lender or join any other Person in instituting against a Conduit Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any state bankruptcy or similar law, for one year and one day after the payment in full of the latest maturing commercial paper note issued by such Conduit Lender; provided, however, that each Lender designating any Conduit Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage or expense arising out of its inability to institute such a proceeding against such Conduit Lender during such period of forbearance.
(g) In connection with exercising its consent under Section 9.6(b)(i)(A) above, the Borrower may request such reasonable certificates and other instruments from the assignee, as are customary, to establish that the assignee is a QIB or an IAI and may require that the assignee make the representations and warranties set forth in Section 3.
Appears in 1 contract
Samples: Senior Bridge Loan Agreement (Charter Communications Inc /Mo/)
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an the applicable Issuing Lender that issues any Letter of Credit), except that (i) other than in accordance with subsection 8.3Subsection 8.2, none of the Borrowers Loan Parties may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any Borrower Loan Party without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with Subsection 4.13(d), Subsection 4.15(c), Subsection 11.1(g) and this subsection Subsection 11.6.
(b) (i) Subject to the conditions set forth in paragraph (b)(iiSubsection 11.6(b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, assign (other than to a Disqualified Lender Lender, to any natural person or, subject, in the case of ABL Term Loans only, to Subsection 11.6(h)(i)(3) below, to any Holding Company, the Parent Borrower or any natural personof their respective Subsidiaries) (unless the Borrower Representative and, if applicable, the Sponsor, shall have otherwise expressly consented in writing to such assignment) to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including its Commitments and/or Loans, pursuant to an Assignment and Acceptance) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent BorrowerBorrower Representative (in the case of a commercial bank with a consolidated combined capital and surplus of at least $5.0 billionan Approved Commercial Bank, such consent not to be unreasonably withheld); provided that no consent of the Parent Borrower Representative shall be required for (x) an assignment to a Lender or, if an Event of Default under subsection 9(aSubsection 9.1(a) or (f9.1(f) with respect to the Parent Borrower has occurred and is continuing, to any other Person; providedand or (y) an assignment from Citibank, furtherN.A. to Citicorp North America, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignment; andInc.;
(B) the Administrative Agent.
, the Issuing Lender and the Swingline Lender (ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment a commercial bank with a consolidated combined capital and surplus of at least $5,000,000,000an Approved Commercial Bank, such consent not to a Lenderbe unreasonably withheld, an affiliate conditioned or delayed).; and
(C) the Sponsor (so long as (1) the CD&R Investors, (2) CD&R and (3) any investment fund or vehicle managed, sponsored or advised by CD&R) or any Affiliate thereof, and any Affiliate of a Lender or an Approved Fund successor to any such investment fund or an assignment vehicle collectively have beneficial ownership, directly or indirectly, of more than 50.0% of the entire remaining amount total voting power of the assigning Lender’s Commitments or Loans, as the case may be, the amount of Commitments or Loans Voting Stock of the assigning Lender subject to each such assignment (Parent Borrower, determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative AgentAgent or, if a “trade date” is specified in the Assignment and Acceptance, as of the trade date) (it being understood that the Sponsor shall not be less than $5.0 million unless an express third-party beneficiary of the Parent Borrower and the Administrative Agent otherwise consent, provisions in this Subsection 11.6(b)(i)(C)); provided that (1I) in the case of an assignment of Commitments to an Approved Commercial Bank, such consent is not to be unreasonably withheld, (II) no such consent of the Parent Borrower Sponsor shall be required if (x) an Event of Default under subsection 9(aSubsection 9.1(a) or (f9.1(f) with respect to the Parent Borrower has occurred and is continuing or (y) the assignment is from Citibank, N.A. to Citicorp North America Inc. and (2III) such amounts shall be aggregated in respect each consent of each Lender and its affiliates or Approved Funds, if any;
(B) the parties Sponsor pursuant to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case); provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;
this clause (C) shall constitute an acknowledgment that the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
beneficial ownership requirements for such consent set forth in this clause (DC) any assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only be made to a Person or group of Persons that qualifies as a Canadian Facility Lenderabove are satisfied.
Appears in 1 contract
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an Issuing Lender that issues any Letter of Credit), except that (i) other than in accordance with subsection 8.3pursuant to Section 7.7, neither the Borrowers Company nor any Subsidiary Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Company or any Subsidiary Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section.
(i) Subject to the conditions set forth in paragraph (b)(ii) belowbelow and subject to advance notice to the Company, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign to one or more assignees (other than to a Disqualified Lender the Company or any affiliate of the Company or any natural person) to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent (such consent in each case, not to be unreasonably withheld or delayed) of:
(A1) the Parent BorrowerCompany (unless such assignment is to a Lender to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, provided at least BBB; (b) in the case of Xxxxx’x, at least Baa2; and (c) in the case of Fitch, at least BBB);
(2) the Administrative Agent;
(3) in the case of any assignment of any rights or interest under the Domestic Facility, each Material Issuing Lender at such time (unless such assignment is to a Lender who has an investment grade rating from two of S&P, Xxxxx’x and Fitch);
(4) [reserved]; and
(5) the Brazilian Administrative Agent (in the case of any assignment of Brazilian Loans); provided, that (x) no consent of the Parent Borrower provided for in clause (2) above shall be required for an assignment to a Lender or, or an affiliate thereof and (y) none of the consents provided for in clause (3) above shall be required for an assignment to a Domestic Lender or an affiliate thereof and (z) no consent of the Company provided for in clause (1) above shall be required if an Event of Default under subsection 9(aSection 8(a) or (f) has occurred and is continuing. Notwithstanding the foregoing, no Lender shall be permitted to assign any other Person; provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one (including all or a portion of its affiliates in connection with or in contemplation Commitments and the Loans at the time owing to it) to an Ineligible Assignee without the consent of the sale or other disposition of Company, which consent may be withheld in its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignment; and
(B) the Administrative Agentsole discretion.
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or and Loans, as the case may be, the amount of the Commitments or and Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 10 million, unless each of the Parent Borrower Company and the Administrative Agent otherwise consent, provided provided, that (1) no such consent of the Parent Borrower Company shall be required if an Event of Default under subsection 9(aSection 8(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;
(B) the parties to each assignment (or, in the case of an assignment made pursuant to the exercise of the Company’s rights under Section 2.25, the Administrative Agent, as agent for the assigning Lender, and the Assignee) shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 (unless waived which shall be paid by the Administrative Agent assigning Lender or the Assignee or, in any given casethe case of an assignment made pursuant to the exercise of the Company’s rights under Section 2.25, by the assigning Lender, the Assignee, or the Company); provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent and the Company an administrative questionnaire; and
(D) any assignment of L/C Commitments (other than any L/C Commitment held by an Issuing Lender other than an Initial Issuing Lender) must be made ratably by the Initial Issuing Lenders.
(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, 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 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, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.21, 2.22, 2.23 and 10.5). Any assignment or transfer by a Canadian Facility Lender of rights or obligations under this Agreement that does not comply with this Section 10.6 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 Administrative Agent, acting for this purpose as an agent of the Company, shall maintain at one of its Canadian Facility Commitment offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount of and interest on the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). Subject to the last sentence of (b)(iii) above, the entries in the Register shall only be conclusive, and the Company, the Administrative Agent, the Issuing Lenders and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Company, at any reasonable time and from time to time upon reasonable prior notice. The Register shall be available for inspection by any Issuing Lender at any reasonable time and from time to time upon reasonable prior notice. The Administrative Agent shall provide a copy of the Register to the Company upon its request at any time and from time to time by electronic communication.
(v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender (or, in the case of an assignment made pursuant to the exercise of the Company’s rights under Section 2.25, the Administrative Agent, as agent for the 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.
(i) Any Lender may, without the consent of the Company, any Issuing Lender, the Brazilian Administrative Agent or the Administrative Agent, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided, that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) the Loan Parties, the Administrative Agent, the Brazilian Administrative Agent, the Issuing Lenders and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, the other Loan Documents and the Brazilian Intercreditor Agreement, (D) such Participant shall not be an Ineligible Participant, and (E) no later than January 31 of each year, such Lender shall provide the Company with a written description of each participation of Loans, and/or Commitments by such Lender during the prior year (it being understood that any failure to provide notice shall not render the participation invalid). Any agreement pursuant to which a Lender sells such a participation shall provide that 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 may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly and adversely affected thereby pursuant to clause (A) of the proviso to the second sentence of Section 10.1(a) and (2) directly and adversely affects such Participant. Subject to paragraph (c)(ii) of this Section 10.6, the Company agrees that each Participant shall be entitled to the benefits of Sections 2.21, 2.22, and 2.23 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. Each Lender that sells a participation, acting solely for this purpose as a non-fiduciary agent of the Company, shall 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 this Agreement (the “Participant Register”); provided, that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Person Participant’s interest in any Loans, Letters of Credit or group its other obligations under this Agreement) except to the extent that such disclosure is necessary to establish that such Loan, Letter of Persons Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive, and such Lender, the Company, the Brazilian Administrative Agent and the Administrative Agent shall treat each person whose name is recorded in the Participant Register pursuant to the terms hereof as the owner of such participation for all purposes of this Agreement, notwithstanding notice to the contrary.
(ii) A Participant shall not be entitled to receive any greater payment under Section 2.21 or 2.22 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant. A Participant shall not be entitled to receive any funds directly from the Company in respect of Sections 2.21, 2.22, 2.23 or 10.7 unless such Participant shall have provided to Administrative Agent, acting for this purpose as an agent of the Company, such information as is required to be recorded in the Register pursuant to paragraph (b)(iv) above as if such Participant were a Lender. Any Participant shall not be entitled to the benefits of Section 2.22 unless such Participant complies with Section 2.22(c) and 2.22(d) as though it were a Lender.
(d) Any Lender may, without the consent of the Company, the Brazilian Administrative Agent, the Administrative Agent or any Issuing Lender, 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 any pledge or assignment to secure such Lender’s obligations to a Federal Reserve Bank or any central bank having jurisdiction over such Lender, and this Section shall not apply to any such pledge or assignment of a security interest; provided, that qualifies 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 Canadian Facility party hereto.
(e) In connection with any assignment pursuant hereto, the assigning Lender shall surrender the Note held by it and the Company shall, upon the request to the Administrative Agent by the assigning Lender or the Assignee, as applicable, execute and deliver to the Administrative Agent (in exchange for the outstanding Note of the assigning Lender) a new Note to the order of such assigning Lender or Assignee, as applicable, in the amount equal to the amount of such assigning Lender’s or Assignee’s, as applicable, Commitment to it after giving effect to its applicable assignment (or if the Commitments have terminated, the Loan of such party). Any Notes surrendered by the assigning Lender shall be returned by the Administrative Agent to the Company marked “cancelled.”
Appears in 1 contract
Samples: 5 Year Revolving Credit Agreement (General Motors Financial Company, Inc.)
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an the Issuing Lender that issues any Letter of Credit), except that (i) other than in accordance with subsection 8.3as contemplated by Section 2.19(h), the Borrowers no Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”) ), other than a natural person, the Parent Borrower or any Affiliate of the Parent Borrower, all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent (such consent not to be unreasonably withheld withheld, conditioned or delayed) of:
(A) the Parent Borrower, provided that no consent of the Parent Borrower shall be required for an assignment to a Lender Lender, an affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default under subsection 9(aSection 8(a) or (fSection 8(f) has occurred and is continuing, to any other Person; and provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent Borrower shall be required for deemed to have consented to any such assignment; andassignment unless the Parent Borrower shall object thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof;
(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; and
(C) the Issuing Lender; provided that no consent of the Issuing Lender shall be required (i) for an assignment of all or any portion of a Term Loan or (ii) if the Issuing Lender’s exposure in respect of Letters of Credit issued by it is less than $1,000,000.
(ii) Assignments shall be subject to the following additional conditionsonditions:
(A) except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may beLoans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 5,000,000 (or, in the case of the Tranche A Term Facility and any Incremental Term Facility, $1,000,000) unless each of the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;
(B1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 and (unless waived 2) the assigning Lender shall have paid in full any amounts owing by it to the Administrative Agent in any given case)Agent; provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;and
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (Dwhich may contain material non-public information about the Parent Borrower and its Affiliates and their related parties or their respective securities) any assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only will be made to a Person or group of Persons that qualifies as a Canadian Facility Lenderavailable and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.
Appears in 1 contract
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an Issuing Lender that issues any Letter of Credit)hereby, except that (i) other than in accordance with subsection 8.3, the Borrowers no Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”) Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent (each such consent not to be unreasonably withheld withheld, delayed or delayedconditioned) of:
(A) the Parent Borrower, BA; provided that no consent of the Parent Borrower BA shall be required for an (x) assignment to a Lender Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default under subsection 9(aSection 9.1(a) or (fSection 9.1(f) has occurred and is continuing, to any other PersonEligible Assignee or (y) any assignment prior to the completion of the primary syndication of the Facility (as determined by the Lead Arrangers) to Eligible Assignees identified by the Lead Arrangers to BA (and consented to by BA) on or prior to the Closing Date; and provided, further, further that such consent of BA shall have been deemed to have been given if any Lender assigns all or BA has not responded within five Business Days of a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent shall be required request for such assignmentconsent; 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, an affiliate Affiliate of a Lender or an Approved Fund Fund, an assignment effected by a Lead Arranger (or any of its Affiliates) in connection with the primary syndication of the Commitments or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may be, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 1,000,000 unless the Parent Borrower each of BA and the Administrative Agent otherwise consent, ; provided that (1) no such consent of the Parent Borrower BA shall be required if an Event of Default under subsection 9(aSection 9.1(a) or (fSection 9.1(f) has occurred and is continuing continuing, (2) that such consent of BA shall have been deemed to have been given if BA has not responded within five Business Days of a request for such consent and (23) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;
(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 (unless which may be waived by the Administrative Agent in any given case); provided its sole discretion) (it being understood that for concurrent payment of only one processing fee shall be required in connection with simultaneous assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;Funds); and
(C) the Assigneeassignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire.
(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, 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 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, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 4.9, 4.10, 4.11 and 11.5; andprovided, that such Lender continues to comply with the requirements of Sections 4.10(d) and (e)). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 11.6 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 Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrowers, 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 Lenders, and the Commitments of, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive (absent manifest error), and the Borrowers, the Administrative Agent, the Collateral Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers, the Collateral Agent and any Lender at the Administration Agent’s office, 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 (unless waived by the Administrative Agent in its sole discretion) 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 and until it has been recorded in the Register as provided in this paragraph. The date of such recordation of a transfer shall be referred to herein as the “Assignment Effective Date.”
(vi) On or prior to the Assignment Effective Date, the assigning Lender shall surrender any outstanding Notes held by it all or a portion of which are being assigned. Any Notes surrendered by the assigning Lender shall be returned by the Administrative Agent to BA marked “cancelled”.
(vii) With respect to any assignment after the completion of the primary syndication of the Facility (as determined by the Lead Arrangers), the Borrowers shall not be obligated to make any greater payment under Section 4.9 or Section 4.10 than the Borrowers would have been obligated to make in the absence of any such assignment, unless the Borrowers have expressly consented in writing to waive the benefit of this provision at the time of such assignment or such entitlement to receive a greater payment results from a Change in Law that occurs after the assignee becomes a Lender.
(i) Any Lender may, without the consent of any Borrower or the Administrative Agent, sell participations to one or more banks or other entities (other than a natural person) (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) the Borrowers, the Administrative Agent, the Collateral Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (D) any assignment made by a Canadian Facility Lender of its Canadian Facility Commitment no participation shall only be permitted to be made to any Borrower, any of their respective Subsidiaries, any of their respective Affiliates, nor any officer or director of any such Person and (E) such Lender shall remain the holder of any such Loan for all purposes under this Agreement and the other Loan Documents. Any agreement pursuant to which a Lender sells such a participation shall provide that 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 may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) (a) requires the consent of each Lender directly affected thereby pursuant to the second proviso to the second sentence of Section 11.1 and (b) directly affects such Participant or (2) requires the consent of all Lenders pursuant to the second proviso to the second sentence of Section 11.1. Subject to paragraph (c)(ii) of this Section, each Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.9, 4.10 and 4.11 (subject to the obligations therein, including the requirements of Sections 4.10(d) and (e)) to the same extent as if it were 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 11.7(b) as though it were a Lender; provided such Participant shall be subject to Section 11.7(a) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the 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 Loan 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 commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or group other obligation is in registered form under Section 5f.103-1(c) of Persons the United States Treasury Regulations. 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. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
(ii) No Borrower shall be obligated to make any greater payment under Section 4.9 or 4.10 than such Borrower would have been obligated to make in the absence of any participation sold to such Participant, unless BA has expressly consented in writing to waive the benefit of this provision at the time of the sale of such participation or such entitlement to receive a greater payment results from a Change in Law that qualifies occurs after the Participant acquired the applicable participation. Any Participant that would be a Non-U.S. Lender if it were a Lender shall not be entitled to the benefits of Section 4.10 unless such Participant agrees, for the benefit of the Borrowers, to comply with Sections 4.10(d) and (e) and Section 4.12 as though it were a Lender (it being understood that the documentation required under Sections 4.10(d) and (e) shall be delivered to the participating 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 any pledge or assignment to secure obligations to a Federal Reserve Bank or any other Person, and may sell or securitize such obligations, and this Section shall not apply to any such pledge or assignment of a security interest or to any such sale or securitization; 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 Canadian Facility party hereto. In addition, notwithstanding anything to the contrary contained herein, any Lender that is a Fund may (without the consent of or notice to the Administrative Agent or any Borrower) grant a security interest in all or any portion of the Loans owing to it and the Notes (if any) held by it to the trustee or other representative of holders of obligations owed, or securities issued, by such Fund as security for such obligations or securities; provided that unless and until such trustee or other representative actually becomes a Lender in compliance with the other provisions of this Section, (i) no such pledge shall release the pledging Lender from any of its obligations under this Agreement and (ii) such trustee or other representative shall not be entitled to exercise any of the rights of a Lender under this Agreement and the Notes (if any) even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.
(e) The Borrowers, upon receipt of written notice from the relevant Lender, agree to issue Notes to any Lender requiring Notes to facilitate transactions of the type described in paragraph (d) above.
(f) No assignment or participation made or purported to be made to any Eligible Assignee or Participant shall be effective without the prior written consent of the BA if it would require any Borrower to make any filing with any Governmental Authority or qualify any Loan or Note under the laws of any jurisdiction, in each case as a result of any such Eligible Assignee or Participant electing to securitize obligations of such Eligible Assignee or Participant, as applicable, and the Borrowers shall be entitled to request and receive such information and assurances as they may reasonably request from any such Eligible Assignee or Participant to determine whether any such filing or qualification is required or whether any assignment or participation is otherwise in accordance with applicable law.
Appears in 1 contract
Samples: Credit Agreement (Gogo Inc.)
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an Issuing Lender that issues any Letter of Credit)hereby, except that (i) other than in accordance with subsection 8.3, the Borrowers no Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each the Lender (and any attempted assignment or transfer by any Borrower without such consent shall be null and void) and (ii) no the Lender may not assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any the Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees Eligible Assignees, upon 10 days prior written notice to the Borrowers (eachunless to an Eligible Assignee described in clause (a) of the definition thereof), an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or LoansCommitment and the Loans at the time owing to it).
(ii) From and after the effective date specified in each Assignment and Acceptance the Eligible Assignee thereunder shall be a party hereto and, pursuant to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and AcceptanceAcceptance covering all of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 9.5). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.6 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations.
(c) with The Borrowers, upon receipt of written notice from any Lender, agree to issue a Note to any Eligible Assignee requiring a Note to facilitate transactions of the type described in paragraph (b) above.
(d) The Lender may participate to one or more Person(s), upon 10 days prior written consent (such consent not notice to be unreasonably withheld or delayed) of:
(A) the Parent BorrowerBorrowers, provided that no consent of the Parent Borrower shall be required for an assignment to a Lender or, if an Event of Default under subsection 9(a) or (f) has occurred and is continuing, to any other Person; provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one (including all or a portion of its affiliates Commitment and the Loans at the time owing to it), provided that (i) the Lender’s obligations under this Agreement shall remain unchanged, (ii) the Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers shall continue to deal solely and directly with the Lender in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent BorrowerLender’s rights and obligations under this Agreement. The prior written consent of the Borrowers (not to be unreasonably withheld or delayed) shall be required for any participation in respect of any unfunded commitment in which the Lender transfers any voting rights to such assignment; and
(B) the Administrative Agentparticipant.
(iie) Assignments Each of the Borrowers hereby covenants and agrees that, at any time after the Closing Date at the request of any Lender, each Borrower shall be subject promptly execute and deliver any amendment or other modification to the following additional conditions:
this Agreement or any other Loan Documents (A) except each an “Assignment Amendment”), in each case, as necessary or appropriate in the case opinion of such Lender, to incorporate such additional provisions to allow, or otherwise provide, for any assignment or participation of the Loans (including, without limitation, amendments providing for the appointment of an assignment to a Lenderadministrative agent, an affiliate of a Lender voting rights amongst the Lenders, participations, tax gross-up, increased costs indemnity or an Approved Fund any other lender indemnities or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may be, the amount of Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million unless the Parent Borrower and the Administrative Agent otherwise consentother customary lender protections), provided that (1) no such consent of the Parent Borrower Assignment Amendment shall be required if an Event of Default under subsection 9(a) or (f) has occurred not contain terms and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;
(B) the parties to each assignment shall execute and deliver conditions more adverse to the Administrative Agent an Assignment Loan Parties than the terms and Acceptance, together with a processing and recordation fee of $3,500 (unless waived by conditions set forth in the Administrative Agent in any given case); provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
(D) any assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only be made to a Person or group of Persons that qualifies as a Canadian Facility LenderSix Flags First Lien Credit Agreement.
Appears in 1 contract
Samples: Multiple Draw Term Credit Agreement (Six Flags Entertainment Corp)
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an Issuing Lender that issues any Letter of Credit)hereby, except that (i) other than in accordance with subsection 8.3, the Borrowers Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6.
(i) Section 10.6. Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”) other than a Defaulting Lender, any Subsidiary of a Defaulting Lender, any natural person (or holding company, investment vehicle or trust for, or owned or operated by or for the primary benefit of, one or more natural persons), the Borrower or any of the Borrower’s Affiliates or Subsidiaries, all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:
(A) : the Parent Borrower, provided that no consent of the Parent Borrower shall be required for an assignment to a Lender (or an Affiliate of any Lender) or an Approved Fund or, if an Event of Default under subsection 9(aSection 8(a), (e) or (f) has occurred and is continuing, to any other Person; provided, and provided further, that if 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 ten (10) Business Days after having received notice thereof from the assigning Lender assigns all or (with a portion of its rights copy to the Administrative Agent); and obligations under this Agreement to one of its affiliates in connection with or in contemplation the Administrative Agent, provided that no consent of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent Administrative Agent shall be required for an assignment of any Commitment or Loan to an Assignee that is a Lender (or an Affiliate of a Lender) with a Commitment or Loan immediately prior to giving effect to such assignment; 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, an affiliate Eligible Assignee that is an Affiliate of a any Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning LenderXxxxxx’s Commitments or Loans, as the case may be, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 10,000,000 (or, if such Assignee is an Eligible Assignee that is an Affiliate of a Lender, $5,000,000) unless each of the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(a) or (f) has occurred and is continuing and (2) with respect to any Lender party to this Agreement on the Effective Date, such amounts shall be aggregated in respect of each such Lender and its affiliates or Approved Funds, if any;
(B) any Affiliate of such Lender that is an Eligible Assignee; the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case)3,500; provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
(D) . In connection with any assignment made of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the Assignee of participations or sub-participations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable Assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the Assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. Subject to acceptance and recording thereof pursuant to paragraph (b)(iv)(b)(iv) below, 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, shall have the rights and obligations of 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, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 10.5 but shall be subject to the limitations set forth therein); provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Canadian Facility Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from the Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6 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. The Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower (and such agency being solely to establish that the relevant obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations), shall maintain at one of its Canadian Facility Commitment offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall only be conclusive, in the absence of manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Xxxxxx 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. Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one or more banks or other entities (other than a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement pursuant to which a Lender sells such a participation shall provide that 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 may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 10.1 and (2) directly 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 2.15, 2.16 and 2.17 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. Notwithstanding anything to the contrary herein, a Participant shall not be entitled to receive any greater payment under Section 2.15 or 2.16 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 to such greater payments. Any Participant that is a Foreign Lender shall not be entitled to the benefits of Section 2.16 unless such Participant complies with Section 2.16(e). Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, 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 Loan 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 commitments, loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or group other obligation is in registered form under Section 5f.103-1(c) of Persons the United States Treasury Regulations. 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. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. 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 any pledge or assignment to secure obligations to a Federal Reserve Bank or other central bank having jurisdiction over such Lender, and this Section shall not apply to any such pledge or assignment of a security interest; provided that qualifies 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 Canadian Facility party hereto. The Borrower, upon receipt of written notice from the relevant Lender, agrees to issue Notes to any Lender requiring Notes to facilitate transactions of the type described in paragraph (d) above. Notwithstanding the foregoing, any Conduit Lender may assign any or all of the Loans it may have funded hereunder to its designating Lender without the consent of the Borrower or the Administrative Agent and without regard to the limitations set forth in Section 10.6(b). Each of the Borrower, each Lender and the Administrative Agent hereby confirms that it will not institute against a Conduit Lender or join any other Person in instituting against a Conduit Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any state bankruptcy or similar law, for one year and one day after the payment in full of the latest maturing commercial paper note issued by such Conduit Lender; provided, however, that each Lender designating any Conduit Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage, expense, obligations, penalties, actions, judgments, suits or any kind whatsoever arising out of its inability to institute such a proceeding against such Conduit Lender during such period of forbearance. Notwithstanding anything to the contrary in this Section, none of the Agents, in their capacity as Lenders, will assign without the consent of the Borrower, prior to the Effective Date, any of the Commitments held by them on the Effective Date. Notwithstanding anything to the contrary in this Section 10.6, for the avoidance of doubt, Xxxxxxx Xxxxx Bank USA may assign any amount of its Commitments or Loans hereunder to Xxxxxxx Xxxxx Lending Partners LLC (or vice versa) without the prior written consent of any other Person.
Appears in 1 contract
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an Issuing Lender that issues any Letter of Credit)hereby, except that (i) other than in accordance with subsection 8.3, the Borrowers Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant and the Term Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent of:
(A) the Borrower (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent Borrowerwithheld), provided that no consent of the Parent Borrower shall be required for an assignment to a Lender Lender, an Affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default under subsection 9(aSection 7(a)(i) or (ii) or (f) has occurred and is continuing, to any other Person; provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignment; 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, an affiliate Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Term Loans, as the case may be, the amount of the Commitments or Term Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 1,000,000 unless each of the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;
(B1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 and (unless waived 2) the assigning Lender shall have paid in full any amounts owing by it to the Administrative Agent in any given case)Agent; provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;and
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (Dwhich may contain material non-public information about the Borrower and its Affiliates and their related parties or their respective securities) any assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only will be made to a Person or group of Persons that qualifies as a Canadian Facility Lenderavailable and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.
Appears in 1 contract
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an Issuing Lender that issues any Letter of Credit)hereby, except that (i) other than in accordance with subsection 8.3, the Borrowers Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section 10.6.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”) other than a Defaulting Lender, any Subsidiary of a Defaulting Lender, any natural person (or holding company, investment vehicle or trust for, or owned or operated by or for the primary benefit of, one or more natural persons), the Borrower or any of the Borrower’s Affiliates or Subsidiaries, all or a portion of its rights and obligations under this Agreement (including its Commitments and/or Loans, pursuant all or a portion of the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent Borrower, provided that no consent of the Parent Borrower shall be required for an assignment to a Lender (or an Affiliate of any Lender) or an Approved Fund or, if an Event of Default under subsection 9(aSection 8(a), (e) or (f) has occurred and is continuing, to any other Person; provided, and provided further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent Borrower shall be required for deemed to have consented to any such assignmentassignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof from the assigning Lender (with a copy to the Administrative Agent); and
(B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of any Loans to an Assignee that is a Lender (or an Affiliate of 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, an affiliate Eligible Assignee that is an Affiliate of a any Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may be, the amount of Commitments or the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 10,000,000 (or, if such Assignee is an Eligible Assignee that is an Affiliate of a Lender, $5,000,000) unless each of the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(a) or (f) has occurred and is continuing and (2) with respect to any Lender party to this Agreement on the Effective Date, such amounts shall be aggregated in respect of each such Lender and its affiliates or Approved Funds, if anyany Affiliate of such Lender that is an Eligible Assignee;
(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case)3,500; provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;and
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the Assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable Assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the Assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.
(Diii) any Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, 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, shall have the rights and obligations of 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, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 10.5 but shall be subject to the limitations set forth therein); provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment made by a Canadian Facility Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from the Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6 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 Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower (and such agency being solely to establish that the relevant obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations), shall maintain at one of its Canadian Facility Commitment offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall only be conclusive, in the absence of manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and 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.
(i) Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one or more banks or other entities (other than a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement pursuant to which a Lender sells such a participation shall provide that 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 may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 10.1 and (2) directly 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 2.15, 2.16 and 2.17 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section.
(ii) Notwithstanding anything to the contrary herein, a Participant shall not be entitled to receive any greater payment under Section 2.15 or 2.16 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 to such greater payments. Any Participant that is a Foreign Lender shall not be entitled to the benefits of Section 2.16 unless such Participant complies with Section 2.16(e).
(iii) Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, 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 Loan 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 loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such loan or group other obligation is in registered form under Section 5f.103-1(c) of Persons the United States Treasury Regulations. 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. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
(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 any pledge or assignment to secure obligations to a Federal Reserve Bank or other central bank having jurisdiction over such Lender, and this Section shall not apply to any such pledge or assignment of a security interest; provided that qualifies 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 Canadian Facility party hereto.
(e) The Borrower, upon receipt of written notice from the relevant Lender, agrees to issue Notes to any Lender requiring Notes to facilitate transactions of the type described in paragraph (d) above.
(f) Notwithstanding the foregoing, any Conduit Lender may assign any or all of the Loans it may have funded hereunder to its designating Lender without the consent of the Borrower or the Administrative Agent and without regard to the limitations set forth in Section 10.6(b). Each of the Borrower, each Lender and the Administrative Agent hereby confirms that it will not institute against a Conduit Lender or join any other Person in instituting against a Conduit Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any state bankruptcy or similar law, for one year and one day after the payment in full of the latest maturing commercial paper note issued by such Conduit Lender; provided, however, that each Lender designating any Conduit Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage, expense, obligations, penalties, actions, judgments, suits or any kind whatsoever arising out of its inability to institute such a proceeding against such Conduit Lender during such period of forbearance.
(g) Notwithstanding anything to the contrary in this Section, none of the Agents, in their capacity as Lenders, will assign without the consent of the Borrower, prior to the Effective Date, any of the Commitments held by them on the date of this Agreement.
(h) Notwithstanding anything to the contrary in this Section 10.6, for the avoidance of doubt, Xxxxxxx Xxxxx Bank USA may assign any amount of its Loans hereunder to Xxxxxxx Sachs Lending Partners LLC (or vice versa) without the prior written consent of any other Person.
Appears in 1 contract
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an Issuing Lender that issues any Letter of Credit)hereby, except that (i) other than in accordance with subsection 8.3, the Borrowers Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent of:
(A) the Borrower (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent Borrowerwithheld), provided that no consent of the Parent Borrower shall be required (1) for an assignment to a Lender, an affiliate of a Lender or an Approved Fund (as defined below); provided further that with respect to any assignment of Construction Loan Commitments to an affiliate of a Lender, (a) such affiliate shall have a combined capital surplus of at least $250,000,000 or (b) such affiliate’s obligations shall be fully guaranteed by such Lender or (2) if an Event of Default has occurred and is continuing; and
(B) the Administrative Agent (such consent not to be unreasonably withheld), provided that no consent of the Administrative Agent shall be required for an assignment to a Lender, an affiliate of a Lender oror an Approved Fund (as defined below); provided further that with respect to any assignment of Construction Loan Commitments to an affiliate of a Lender, if an Event (a) such affiliate shall have a combined capital surplus of Default under subsection 9(a) at least $250,000,000 or (fb) has occurred and is continuing, to any other Person; provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent shall obligations will be required for fully guaranteed by such assignment; and
(B) the Administrative AgentLender.
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may be, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 1,000,000 unless each of the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;
(B1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 (unless waived payable by the assigning Lender and (2) the assigning Lender shall have paid in full any amounts owing by it to the Administrative Agent in any given case); provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignmentsAgent;
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnairequestionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Affiliates and their related parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws;
(D) no Lender (including any assignee of any Lender) may assign any portion of its Commitment to a new lender if such assignment would result, at the time of such transfer only, in claims made by such new lender for costs pursuant to Section 2.21 hereof in excess of those which could be made by the assigning Lender were it not to make such assignment, unless such new lender waives its right to claim such costs; and
(DE) in the case of an Assignment of any assignment made by a Canadian Facility Lender DSR LC Commitment, the assignee thereof shall be an Acceptable Letter of its Canadian Facility Commitment shall only be made to a Person or group of Persons that qualifies as a Canadian Facility LenderCredit Provider.
Appears in 1 contract
Samples: Credit Agreement (Sunpower Corp)
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an Issuing Lender that issues any Letter of Credit)hereby, except that (i) other than in accordance with subsection 8.3, the Borrowers Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including its Commitments and/or Loans, pursuant all or a portion of the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent of:
(A) the Borrower (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent Borrower), provided that no consent of the Parent Borrower shall be required for an assignment to a Lender Lender, an Affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default under subsection 9(aSection 8.1(a) or (f) has occurred and is continuing, to any other Person; provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignment; and
(B) the Administrative AgentAgent (such consent not to be unreasonably withheld or delayed), 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, an affiliate Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may be, the amount of Commitments or the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 1,000,000 unless each of the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(aSection 8.1(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates Affiliates or Approved Funds, if any;
(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case)3,500; provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;and
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
(D) any assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only be made to a Person or group of Persons that qualifies as a Canadian Facility Lender.
Appears in 1 contract
Samples: Credit Agreement (Gartner Inc)
Successors and Assigns; Participations and Assignments. (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 (including any affiliate Affiliate of an the Issuing Lender that issues any Letter of Credit), except that (i) other than in accordance with subsection 8.3, the Borrowers may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any Borrower the Borrowers without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”), other than (i) a natural person, (ii) a Disqualified Lender or (iii) the Company or any Affiliate thereof (other than assignments to the Company in connection with any Modified Dutch Auction or any Term Loan Repurchase thereunder or in connection with Open Market Purchases in accordance with Section 2.25), all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Commitments and/or Loans, pursuant and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent of:
(A) the Company (such consent not to be unreasonably withheld withheld, conditioned or delayed) of:
(A) the Parent Borrower), provided that no consent of the Parent Borrower Company shall be required for an assignment to a Lender Lender, an Affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default under subsection 9(aSection 8(a) or (f) has occurred and is continuing, to any other Person; provided, further, and provided further that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent Company shall be required for deemed to have consented to any such assignment; andassignment unless the Company shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof;
(B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of any Term Loans or Incremental Term Loans to a Lender, an Affiliate of a Lender or an Approved Fund; and
(C) any Issuing Lender with significant exposure; provided that no consent of the Issuing Lender shall be required for an assignment of all or any portion of any Term Loans or Incremental Term Loans.
(ii) Assignments (other than assignments to the Company in connection with any Modified Dutch Auction or any Term Loan Repurchase thereunder) shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender, an affiliate Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Revolving Commitments or Loans, as the case may beLoans under any Facility, the amount of the Revolving Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 5,000,000 (or, in the case of the Term Facility and Incremental Term Facility, $1,000,000) unless each of the Parent Borrower Company and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower Company shall be required if an Event of Default under subsection 9(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates Affiliates or Approved Funds, if any;
(B1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 and (unless waived 2) the assigning Lender shall have paid in full any amounts owing by it to the Administrative Agent in any given case)Agent; provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;and
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (Dwhich may contain material non-public information about the Company and its Affiliates and their related parties or their respective securities) any assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only will be made to a Person or group of Persons that qualifies as a Canadian Facility Lenderavailable and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including federal, state, provincial and territorial securities laws.
Appears in 1 contract
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an Issuing Lender that issues any Letter of Credit)hereby, except that (i) other than in accordance with subsection 8.3, the Borrowers no Loan Party may not assign or otherwise transfer any of their its rights or obligations hereunder without except as provided in Section 6.01 or with the prior written consent of each Lender (and any attempted assignment or transfer by any Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent Borrower, ; provided that no consent of the Parent Borrower shall be required for an assignment to a Lender Lender, an Affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default under subsection 9(aArticle VII(a) or (fe) has occurred and is continuing, to any other Person; provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignment; and
(B) the Administrative Agent; provided that no consent of the Agent 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, an affiliate Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may be, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 1,000,000, unless each of the Parent Borrower and the Administrative Agent otherwise consent, ; provided that (1I) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(aArticle VII(a) or (fe) has occurred and is continuing and (2II) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;
(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance substantially in the form of Exhibit A (an “Assignment and Acceptance”), together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case); provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments3,500;
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
(D) any in the case of an assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only be made to a Person CLO (as defined below) administered or group managed by such Lender or an Affiliate of Persons such Lender, the assigning Lender shall retain the sole right to approve any amendment, modification or waiver of any provision of this Agreement; provided that qualifies as a Canadian Facility Lender.the Assignment and Acceptance between such Lender and such CLO may provide that such Lender will not, without the consent of such CLO, agree to any amendment, modification or waiver that (I) requires the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 10.01 and (II) directly affects such CLO. For the purposes of this Section, the terms “Approved Fund” and “CLO” have the following meanings:
Appears in 1 contract
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an Issuing Lender that issues any Letter of Credit)hereby, except that (i) other than in accordance with subsection 8.3, neither the Borrowers Borrower nor any of the Guarantors may not assign or otherwise transfer any of their respective rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any Borrower such Person without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6subsection. 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 subsection) and, to the extent expressly contemplated hereby, the Related Parties of each of the Agents 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, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “"Assignee”") all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or LoansCommitment or the Loans at the time owing to it, pursuant to an Assignment and Acceptanceas the case may be) with the prior written consent (such consent not to be unreasonably withheld or delayedwithheld) of:
(A) the Parent Borrower, provided that no consent of the Parent Borrower shall be required for an assignment to a Lender Lender, an Affiliate of a Lender, an "Approved Fund" (as defined below) or, if a Default or an Event of Default under subsection 9(a) or (f) has occurred and is continuing, to any other Person; provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignmentAssignee; 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, Lender or an affiliate Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s 's Commitments or Loans, as the case may be, the amount of the Commitments or Loans Loans, as the case may be, of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Acceptance, substantially in the form of Exhibit F (hereinafter, an "Assignment and Acceptance"), with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 5,000,000 unless each of the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if a Default or an Event of Default under subsection 9(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if anycontinuing;
(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:
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case); provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments3,500;
(CD) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent a duly completed administrative questionnaire (containing all pertinent information relating to such assignee; hereinafter an administrative questionnaire"Administrative Questionnaire"); and
(DE) any in the case of an assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only be made to a Person "CLO" (as defined below), the assigning Lender shall retain the sole right to approve any amendment, modification or group waiver of Persons any provision of this Agreement, provided that qualifies as a Canadian Facility Lenderthe Assignment and Acceptance between such Lender and such CLO may provide that such Lender will not, without the consent of such CLO, agree to any amendment, modification or waiver described in the first proviso to subsection 10.1(a) that affects such CLO.
Appears in 1 contract
Samples: Credit Agreement (Schein Henry Inc)
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an the applicable Issuing Lender that issues any Letter of Credit), except that (i) other than in accordance with subsection 8.3Subsection 8.2, none of the Borrowers Loan Parties may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any Borrower Loan Party without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with Subsection 4.13(d), Subsection 4.15(c), Subsection 11.1(g) and this subsection Subsection 11.6.
(b) (i) Subject to the conditions set forth in paragraph (b)(iiSubsection 11.6(b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, assign (other than to a Disqualified Lender Lender, to any natural person or, subject, in the case of ABL Term Loans only, to Subsection 11.6(h)(i)(3) below, to any Holding Company, the Parent Borrower or any natural personof their respective Subsidiaries) (unless the Borrower Representative and, if applicable, the Sponsor, shall have otherwise expressly consented in writing to such assignment) to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including its Commitments and/or Loans, pursuant to an Assignment and Acceptance) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent BorrowerBorrower Representative (in the case of an Approved Commercial Bank, such consent not to be unreasonably withheld); provided that no consent of the Parent Borrower Representative shall be required for (x) an assignment to a Lender or, if an Event of Default under subsection 9(aSubsection 9.1(a) or (f9.1(f) with respect to the Parent Borrower has occurred and is continuingcontinuing or (y) an assignment from Citibank, N.A. to any other Person; providedCiticorp North America, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignment; andInc.;
(B) the Administrative Agent.
, the Issuing Lender and the Swingline Lender (ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment Approved Commercial Bank, such consent not to a Lenderbe unreasonably withheld, an affiliate conditioned or delayed); and
(C) the Sponsor (so long as (1) the CD&R Investors, (2) CD&R and (3) any investment fund or vehicle managed, sponsored or advised by CD&R) or any Affiliate thereof, and any Affiliate of a Lender or an Approved Fund successor to any such investment fund or an assignment vehicle collectively have beneficial ownership, directly or indirectly, of more than 50.0% of the entire remaining amount total voting power of the assigning Lender’s Commitments or Loans, as the case may be, the amount of Commitments or Loans Voting Stock of the assigning Lender subject to each such assignment (Parent Borrower, determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative AgentAgent or, if a “trade date” is specified in the Assignment and Acceptance, as of the trade date) (it being understood that the Sponsor shall not be less than $5.0 million unless an express third-party beneficiary of the Parent Borrower and the Administrative Agent otherwise consent, provisions in this Subsection 11.6(b)(i)(C)); provided that (1I) in the case of an assignment of Commitments to an Approved Commercial Bank, such consent is not to be unreasonably withheld, (II) no such consent of the Parent Borrower Sponsor shall be required if (x) an Event of Default under subsection 9(aSubsection 9.1(a) or (f9.1(f) with respect to the Parent Borrower has occurred and is continuing or (y) the assignment is from Citibank, N.A. to Citicorp North America Inc. and (2III) such amounts shall be aggregated in respect each consent of each Lender and its affiliates or Approved Funds, if any;
(B) the parties Sponsor pursuant to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case); provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;
this clause (C) shall constitute an acknowledgment that the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
beneficial ownership requirements for such consent set forth in this clause (DC) any assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only be made to a Person or group of Persons that qualifies as a Canadian Facility Lenderabove are satisfied.
Appears in 1 contract
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an Issuing Lender that issues any Letter of Credit)hereby, except that (i) other than in accordance with subsection 8.3, the Borrowers Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section 10.6.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”) other than a Defaulting Lender, any Subsidiary of a Defaulting Lender, any natural person (or holding company, investment vehicle or trust for, or owned or operated by or for the primary benefit of, one or more natural persons), the Borrower or any of the Borrower’s Affiliates or Subsidiaries, all or a portion of its rights and obligations under this Agreement (including its Commitments and/or Loans, pursuant all or a portion of the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent Borrower, provided that no consent of the Parent Borrower shall be required for an assignment to a Lender (or an Affiliate of any Lender) or an Approved Fund or, if an Event of Default under subsection 9(aSection 8(a), (e) or (f) has occurred and is continuing, to any other Person; provided, and provided further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent Borrower shall be required for deemed to have consented to any such assignmentassignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof from the assigning Lender (with a copy to the Administrative Agent); and
(B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of any Loans to an Assignee that is a Lender (or an Affiliate of 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, an affiliate Eligible Assignee that is an Affiliate of a any Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning LenderXxxxxx’s Commitments or Loans, as the case may be, the amount of Commitments or the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 10,000,000 (or, if such Assignee is an Eligible Assignee that is an Affiliate of a Lender, $5,000,000) unless each of the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(a) or (f) has occurred and is continuing and (2) with respect to any Lender party to this Agreement on the Effective Date, such amounts shall be aggregated in respect of each such Lender and its affiliates or Approved Funds, if anyany Affiliate of such Lender that is an Eligible Assignee;
(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case)3,500; provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;and
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the Assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable Assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the Assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.
(Diii) any Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, 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, shall have the rights and obligations of 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, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.14, 2.16, 2.17 and 10.5 but shall be subject to the limitations set forth therein); provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment made by a Canadian Facility Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from the Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6 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 Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower (and such agency being solely to establish that the relevant obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations), shall maintain at one of its Canadian Facility Commitment offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall only be conclusive, in the absence of manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and 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.
(i) Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one or more banks or other entities (other than a Defaulting Lender, any holding company, investment vehicle or trust for, or owned or operated by or for the primary benefit of, one or more natural persons, the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement pursuant to which a Lender sells such a participation shall provide that 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 may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of Section Section 10 and (2) directly 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, 2.16 and 2.17 to the same extent as if it were a Xxxxxx and had acquired its interest by assignment pursuant to paragraph (b) of this Section.
(ii) Notwithstanding anything to the contrary herein, a Participant shall not be entitled to receive any greater payment under Section 2.14 or 2.16 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 to such greater payments. Any Participant that is a Foreign Lender shall not be entitled to the benefits of Section 2.16 unless such Participant complies with Section 2.16(e).
(iii) Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, 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 Loan 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 loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such loan or group other obligation is in registered form under Section 5f.103-1(c) of Persons the United States Treasury Regulations. 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. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
(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 any pledge or assignment to secure obligations to a Federal Reserve Bank or other central bank having jurisdiction over such Lender, and this Section shall not apply to any such pledge or assignment of a security interest; provided that qualifies 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 Canadian Facility party hereto.
(e) The Borrower, upon receipt of written notice from the relevant Xxxxxx, agrees to issue Notes to any Lender requiring Notes to facilitate transactions of the type described in paragraph (d) above.
(f) Notwithstanding the foregoing, any Conduit Lender may assign any or all of the Loans it may have funded hereunder to its designating Lender without the consent of the Borrower or the Administrative Agent and without regard to the limitations set forth in Section 10.6(b). Each of the Borrower, each Lender and the Administrative Agent hereby confirms that it will not institute against a Conduit Lender or join any other Person in instituting against a Conduit Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any state bankruptcy or similar law, for one year and one day after the payment in full of the latest maturing commercial paper note issued by such Conduit Lender; provided, however, that each Lender designating any Conduit Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage, expense, obligations, penalties, actions, judgments, suits or any kind whatsoever arising out of its inability to institute such a proceeding against such Conduit Lender during such period of forbearance.
Appears in 1 contract
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an Issuing Lender that issues any Letter of Credit), except that (i) other than in accordance with subsection 8.3pursuant to Section 7.4, neither the Borrowers Company nor any Subsidiary Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Company or any Subsidiary Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section 10.6.
(i) Subject to the conditions set forth in paragraph (b)(ii) belowbelow and subject to advance notice to the Company, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign to one or more assignees (other than to a Disqualified Lender the Company or any affiliate of the Company or any natural person) to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent (such consent in each case, not to be unreasonably withheld or delayed) of:
(A1) the Parent BorrowerCompany (unless such assignment is to a Lender to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, provided at least BBB; (b) in the case of Xxxxx’x, at least Baa2; and (c) in the case of Fitch, at least BBB);
(2) the Administrative Agent;
(3) in the case of any assignment of any rights or interest under the Domestic Facility, each Material Issuing Lender at such time (unless such assignment is to a Lender who has an investment grade rating from two of S&P, Xxxxx’x and Fitch); and
(4) the Brazilian Administrative Agent (in the case of any assignment of Brazilian Loans); provided, that (x) no consent of the Parent Borrower provided for in clause (2) above shall be required for an assignment to a Lender or, or an affiliate thereof and (y) no consents provided for in clause (3) above shall be required for an assignment to a Domestic Lender or an affiliate thereof and (z) no consent of the Company provided for in clause (1) above shall be required if an Event of Default under subsection 9(aSection 8(a) or (fe) has occurred and is continuing. Notwithstanding the foregoing, no Lender shall be permitted to assign any other Person; provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one (including all or a portion of its affiliates in connection with or in contemplation Commitments and the Loans at the time owing to it) to an Ineligible Assignee without the consent of the sale or other disposition of Company, which consent may be withheld in its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignment; and
(B) the Administrative Agentsole discretion.
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or and Loans, as the case may be, the amount of the Commitments or and Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 10 million, unless each of the Parent Borrower Company and the Administrative Agent otherwise consent, provided provided, that (1) no such consent of the Parent Borrower Company shall be required if an Event of Default under subsection 9(aSection 8(a) or (fe) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;
(B) the parties to each assignment (or, in the case of an assignment made pursuant to the exercise of the Company’s rights under Section 2.22, the Administrative Agent, as agent for the assigning Lender, and the Assignee) shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 (unless waived which shall be paid by the Administrative Agent assigning Lender or the Assignee or, in any given casethe case of an assignment made pursuant to the exercise of the Company’s rights under Section 2.22, by the assigning Lender, the Assignee, or the Company); provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;and
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent and the Company an administrative questionnaire.
(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, 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 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, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.18, 2.19, 2.20 and 10.5 with respect to facts and circumstances occurring prior to the effective date of such assignment). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6 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 10.6.
(iv) The Administrative Agent, acting for this purpose as an agent of the Company, 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 Lenders, and the Commitments of, and principal amount of and interest on the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). Subject to the last sentence of (b)(iii) above, the entries in the Register shall be conclusive in the absence of manifest error, and the Company, the Administrative Agent, the Issuing Lenders and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Company, at any reasonable time and from time to time upon reasonable prior notice. The Register shall be available for inspection by any Issuing Lender at any reasonable time and from time to time upon reasonable prior notice. The Administrative Agent shall provide a copy of the Register to the Company upon its request at any time and from time to time by electronic communication.
(v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender (or, in the case of an assignment made pursuant to the exercise of the Company’s rights under Section 2.22, the Administrative Agent, as agent for the 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 10.6 and any written consent to such assignment required by paragraph (b) of this Section 10.6, 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.
(i) Any Lender may, without the consent of the Company, any Issuing Lender, the Brazilian Administrative Agent or the Administrative Agent, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); and
provided, that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) the Loan Parties, the Administrative Agent, the Brazilian Administrative Agent, the Issuing Lenders and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, the other Loan Documents and the Brazilian Intercreditor Agreement, (D) such Participant shall not be an Ineligible Participant, and (E) no later than January 31 of each year, such Lender shall provide the Company with a written description of each participation of Loans, and/or Commitments by such Lender during the prior year (it being understood that any failure to provide notice shall not render the participation invalid). Any agreement pursuant to which a Lender sells such a participation shall provide that 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 may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly and adversely affected thereby pursuant to clause (A) of the proviso to the second sentence of Section 10.1(a) and (2) directly and adversely affects such Participant. Subject to paragraph (c)(ii) of this Section 10.6, the Company agrees that each Participant shall be entitled to the benefits of Sections 2.18, 2.19, and 2.20 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 10.6. Each Lender that sells a participation, acting solely for this purpose as a non-fiduciary agent of the Company, shall 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 this Agreement (the “Participant Register”); provided, that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Loans, Letters of Credit or its other obligations under this Agreement) except to the extent that such disclosure is necessary to establish that such Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive in the absence of manifest error, and such Lender, the Company, the Brazilian Administrative Agent and the Administrative Agent shall treat each person whose name is recorded in the Participant Register pursuant to the terms hereof as the owner of such participation for all purposes of this Agreement, notwithstanding notice to the contrary.
(ii) A Participant shall not be entitled to receive any greater payment under Section 2.18 or 2.19 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant. A Participant shall not be entitled to receive any funds directly from the Company in respect of Sections 2.18, 2.19, 2.20 or 10.7 unless such Participant shall have provided to Administrative Agent, acting for this purpose as an agent of the Company, such information as is required to be recorded in the Register pursuant to paragraph (b)(iv) above as if such Participant were a Lender. Any Participant shall not be entitled to the benefits of Section 2.19 unless such Participant complies with Sections 2.19(c), 2.19(d) and 2.19(e) as though it were a Lender.
(d) Any Lender may, without the consent of the Company, the Brazilian Administrative Agent, the Administrative Agent or any Issuing Lender, 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 any pledge or assignment to secure such Lender’s obligations to a Federal Reserve Bank or any central bank having jurisdiction over such Lender, and this Section 10.6 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.
(e) In connection with any assignment made pursuant hereto, the assigning Lender shall surrender the Note held by it and the Company shall, upon the request to the Administrative Agent by the assigning Lender or the Assignee, as applicable, execute and deliver to the Administrative Agent (in exchange for the outstanding Note of the assigning Lender) a Canadian Facility new Note to the order of such assigning Lender or Assignee, as applicable, in the amount equal to the amount of such assigning Lender’s or Assignee’s, as applicable, Commitment to it after giving effect to its Canadian Facility Commitment applicable assignment (or if the Commitments have terminated, the Loan of such party). Any Notes surrendered by the assigning Lender shall only be made returned by the Administrative Agent to a Person or group of Persons that qualifies as a Canadian Facility Lenderthe Company marked “cancelled.”
Appears in 1 contract
Samples: 5 Year Revolving Credit Agreement (General Motors Co)
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an any Issuing Lender that issues any Letter of Credit), except that that
(i) other than in accordance with subsection 8.3, the Borrowers neither Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder (other than pursuant to the Company Reorganization) without the prior written consent of each Lender (and any attempted assignment or transfer by any such Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “"Assignee”) "), but in any event not to any competitor of the Borrowers, all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent US Borrower (and the CDN Borrower, in the case of any assignment by a CDN Lender), provided that no consent of the Parent either Borrower shall be required for an assignment to a Lender Lender, an affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default under subsection 9(aSection 8(a) or (f) has occurred and is continuing, to any other Person; provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignment; 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.
(C) (I) in the case of an assignment under the US Revolving Facility, each US Issuing Lender and (II) in the case of an assignment under the CDN Revolving Facility, each CDN Issuing Lender.
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s 's Commitments or Loans, as the case may beLoans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative AgentAgent or (II) if earlier, the "trade date" (if any) specified in such Assignment and Assumption) shall not be less than (x) $5.0 million 5,000,000, in the case of the US Revolving Facility, (y) $1,000,000, in the case of the CDN Revolving Facility or (z) $1,000,000, in the case of either Term Facility, unless the Parent each Borrower in respect of such Facility and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower Borrowers shall be required if an Event of Default under subsection 9(aSection 8(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;
(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case)3,500; provided that for concurrent only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignmentsFunds;
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire;
(D) so long as no Event of Default under Section 8(a) or 8(f) has occurred and is continuing, with respect to any assignment of the CDN Revolving Commitments of any Lender which are allocated to the CDN Borrower in accordance with 2.4(b), (I) the Assignee shall be either (x) a resident in Canada for purposes of the ITA or (y) deemed to be a resident in Canada for purposes of Part XIII of the ITA in respect of all amounts to be paid or credited to such Assignee and owing by the CDN Borrower under the CDN Revolving Facility and (II) a pro rata portion of the CDN Revolving Commitments of such Lender or its Related Affiliate, as applicable, allocated to the US Borrower in accordance with Section 2.4(b) shall be assigned to such Assignee or a Related Affiliate of such Assignee, if applicable, that is either a "United States person" (as such term is defined in Section 7701(a)(30) of the Code) or a Non-US Lender that has fulfilled the requirements of Section 2.20(d) or (e), as applicable; and
(DI) with respect to any assignment made by of US Revolving Commitments of any Lender that holds (or has an affiliate that holds) CDN Revolving Commitments, a Canadian Facility pro rata portion of such CDN Revolving Commitments shall also be assigned to the relevant Assignee or an affiliate thereof (which assignment of CDN Revolving Commitments shall be subject to the requirements of the preceding paragraph (D)) and (II) with respect to any assignment of CDN Revolving Commitments of any Lender that holds (or has an affiliate that holds) US Revolving Commitments, a pro rata portion of its Canadian Facility Commitment such US Revolving Commitments shall only also be made assigned to a Person the relevant Assignee or group of Persons that qualifies as a Canadian Facility Lenderan affiliate thereof.
Appears in 1 contract
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an the Issuing Lender that issues any Letter of Credit), except that (i) other than in accordance with subsection 8.38.5 or 11.1(b), none of Holding or any of the Borrowers Loan Parties may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by Holding or any Borrower Loan Party without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including including, without limitation, its Commitments Revolving Credit Commitment, Term Loan Commitment and/or Loans, pursuant to an Assignment and Acceptance, substantially in the form of Exhibit F) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent Borrower, provided that no consent of any of the Parent Borrower shall be required for an assignment to a Lender Lender, an affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default under subsection 9(a) or (f) has occurred and is continuing, to any other Person; provided, further, provided further that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignment; and
(B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of (x) any Revolving Credit Commitment to an assignee that is a Lender with a Revolving Credit Commitment immediately prior to giving effect to such assignment or (y) 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, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may beLoans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 5,000,000 (or, in the case of the Term Facility, $1,000,000) unless the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;
(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case)3,500; provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;and
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
(D) any assignment made by a Canadian Facility Lender . For the purposes of its Canadian Facility Commitment shall only be made to a Person or group of Persons that qualifies as a Canadian Facility Lender.this subsection 11.6, the term “Approved Fund” has the following meaning:
Appears in 1 contract
Samples: Credit Agreement (Sirva Inc)
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an Issuing Lender that issues any Letter of Credit)hereby, except that (i) other than in accordance with subsection 8.3, the Borrowers Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees financial institutions or other entities (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant and the Bridge Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent of:
(A) the Borrower (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent Borrower), provided that no consent of the Parent Borrower shall be required for an assignment to a Lender or, if an Event of Default under subsection 9(a) or (f) has occurred and is continuing, to any other Person; provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignment; 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, Lender or an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Bridge Loans, as the case may be, the amount of the Commitments or Bridge Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 5,000,000 unless each of the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Fundsaffiliates, if any;
(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case)3,500; provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;and
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and.
(Diii) any Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, 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 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, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.13, 2.14, 2.15 and 10.5 in respect of the period that it was a Lender). Any assignment made or transfer by a Canadian Facility Lender of its Canadian Facility Commitment rights or obligations under this Agreement that does not comply with this Section 10.6 shall only be made to a Person or group treated for purposes of Persons that qualifies this Agreement as a Canadian Facility Lendersale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.
(iv) The Administrative 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 Lenders, and the Commitments of, and principal amount of the Bridge Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.
(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
Appears in 1 contract
Samples: Credit Agreement (Xcel Energy Inc)
Successors and Assigns; Participations and Assignments. (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 (including any affiliate Affiliate of an Issuing Lender the Letter of Credit Issuer that issues any Letter of Credit), except that (i) other than in accordance with subsection 8.3, the Borrowers Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6.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 (including any Affiliate of the Letter of Credit Issuer that issues any Letter of Credit), Participants (to the extent provided in Section 13.6(d)) and, to the extent expressly contemplated hereby, the Indemnified Parties) any legal or equitable right, remedy or claim under or by reason of this Agreement. NY\6379601.11
(b) (i) Subject to the conditions set forth in paragraph (b)(ii) below13.6(b)(ii), any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”) Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent Borrower, ; provided that no consent of the Parent Borrower shall be required (x) for an assignment to a Lender or, if an Event of Default under subsection 9(a) or (f) has occurred and is continuing, to any other Person; provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignment; and
(B) the Administrative Agent.
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment Term Loan to a Lender, an affiliate Affiliate of a Lender or an Approved Fund or an assignment of Revolving Credit Commitments or Revolving Credit Loans to a Revolving Credit Lender, an Affiliate of a Revolving Credit Lender or an Approved Fund (unless increased costs would result therefrom), (y) any assignment made in connection with the entire remaining amount primary syndication of the assigning Lender’s Commitments and Loans by the Joint Lead Arrangers or Loans, as the case may be, the amount of Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agentz) shall not be less than $5.0 million unless the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(a) or (f) has occurred and is continuing and (2) such amounts continuing; provided, further, that the Borrower shall be aggregated deemed to have consented to any such assignment of a Term Loan unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof; provided, further, that it shall be understood that, without limitation, the Borrower shall have the right to withhold its consent to any assignment if, in respect of each Lender and its affiliates order for such assignment to comply with Applicable Law, the Borrower would be required to obtain the consent of, or Approved Fundsmake any filing or registration with, if any;any Governmental Authority, and
(B) the parties to Administrative Agent and, in the case of Revolving Credit Commitments or Revolving Credit Loans, the Swingline Lender and each assignment shall execute and deliver to Letter of Credit Issuer; provided that no consent of the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case); provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required for an assignment of any Term Loan to be paid once in respect of and at the time of such assignments;
(C) the Assignee, if it shall not be a Lender, shall deliver an Affiliate of a Lender or an Approved Fund or to any Purchasing Borrower Party. Notwithstanding the foregoing or anything to the Administrative Agent an administrative questionnaire; and
(D) contrary set forth herein, any assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only be made any Loans to a Person or group Purchasing Borrower Party shall also be subject to the requirements of Persons that qualifies as a Canadian Facility LenderSection 13.6(g).
Appears in 1 contract
Samples: Credit Agreement (Amsurg Corp)
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an Issuing Lender that issues any Letter of Credit), except that (i) other than in accordance with subsection 8.3pursuant to Section 7.4, neither the Borrowers Company nor any Subsidiary Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Company or any Subsidiary Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section 10.6.
(i) Subject to the conditions set forth in paragraph (b)(ii) belowbelow and subject to advance notice to the Company, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign to one or more assignees (other than to a Disqualified Lender the Company or any affiliate of the Company or any natural person) to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent (such consent in each case, not to be unreasonably withheld or delayed) of:
(A1) the Parent BorrowerCompany (unless such assignment is to a Lender to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, provided at least BBB; (b) in the case of Xxxxx’x, at least Baa2; and (c) in the case of Fitch, at least BBB);
(2) the Administrative Agent;
(3) in the case of any assignment of any rights or interest under the L/C Tranche Facility, each Material Issuing Lender at such time (unless such assignment is to a Lender who has an investment grade rating from two of S&P, Xxxxx’x and Fitch); and
(4) the Brazilian Administrative Agent (in the case of any assignment of Brazilian Loans); provided, that (x) no consent of the Parent Borrower provided for in clause (2) above shall be required for an assignment to a Lender oror an affiliate thereof, (y) no consents provided for in clause (3) above shall be required for an assignment to an L/C Tranche Lender and (z) no consent of the Company provided for in clause (1) above shall be required if an Event of Default under subsection 9(aSection Section 8(a) or (fe) has occurred and is continuing. Notwithstanding the foregoing, no Lender shall be permitted to assign any other Person; provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one (including all or a portion of its affiliates in connection with or in contemplation Commitments and the Loans at the time owing to it) to an Ineligible Assignee without the consent of the sale or other disposition of Company, which consent may be withheld in its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignment; and
(B) the Administrative Agentsole discretion.
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or and Loans, as the case may be, the amount of the Commitments or and Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 10 million, unless each of the Parent Borrower Company and the Administrative Agent otherwise consent, provided provided, that (1) no such consent of the Parent Borrower Company shall be required if an Event of Default under subsection 9(aSection Section 8(a) or (fe) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;
(B) the parties to each assignment (or, in the case of an assignment made pursuant to the exercise of the Company’s rights under Section 2.24, the Administrative Agent, as agent for the assigning Lender, and the Assignee) shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 (unless waived which shall be paid by the Administrative Agent assigning Lender or the Assignee or, in any given casethe case of an assignment made pursuant to the exercise of the Company’s rights under Section 2.24, by the assigning Lender, the Assignee, or the Company); provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;and
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent and the Company an administrative questionnaire.
(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, 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 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, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.20, 2.21, 2.22 and 10.5). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6 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 10.6.
(iv) The Administrative Agent, acting for this purpose as an agent of the Company, 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 Lenders, and the Commitments of, and principal amount of and interest on the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). Subject to the last sentence of (b)(iii) above, the entries in the Register shall be conclusive in the absence of manifest error, and the Company, the Administrative Agent, the Issuing Lenders and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Company, at any reasonable time and from time to time upon reasonable prior notice. The Register shall be available for inspection by any Issuing Lender at any reasonable time and from time to time upon reasonable prior notice. The Administrative Agent shall provide a copy of the Register to the Company upon its request at any time and from time to time by electronic communication.
(v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender (or, in the case of an assignment made pursuant to the exercise of the Company’s rights under Section 2.24, the Administrative Agent, as agent for the 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 10.6 and any written consent to such assignment required by paragraph (b) of this Section 10.6, 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.
(i) Any Lender may, without the consent of the Company, any Issuing Lender, the Brazilian Administrative Agent or the Administrative Agent, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); and
provided, that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) the Loan Parties, the Administrative Agent, the Brazilian Administrative Agent, the Issuing Lenders and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, the other Loan Documents and the Brazilian Intercreditor Agreement, (D) such Participant shall not be an Ineligible Participant, and (E) no later than January 31 of each year, such Lender shall provide the Company with a written description of each participation of Loans and/or Commitments by such Lender during the prior year (it being understood that any failure to provide notice shall not render the participation invalid). Any agreement pursuant to which a Lender sells such a participation shall provide that 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 may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly and adversely affected thereby pursuant to clause (A) of the proviso to the second sentence of Section 10.1(a) and (2) directly and adversely affects such Participant. Subject to paragraph (c)(ii) of this Section 10.6, the Company agrees that each Participant shall be entitled to the benefits of Sections 2.20, 2.21 and 2.22 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 10.6. Each Lender that sells a participation, acting solely for this purpose as a non-fiduciary agent of the Company, shall 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 this Agreement (the “Participant Register”); provided, that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Loans, Letters of Credit or its other obligations under this Agreement) except to the extent that such disclosure is necessary to establish that such Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive in the absence of manifest error, and such Lender, the Company, the Brazilian Administrative Agent and the Administrative Agent shall treat each person whose name is recorded in the Participant Register pursuant to the terms hereof as the owner of such participation for all purposes of this Agreement, notwithstanding notice to the contrary.
(ii) A Participant shall not be entitled to receive any greater payment under Section 2.20 or 2.21 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant. A Participant shall not be entitled to receive any funds directly from the Company in respect of Sections 2.20, 2.21, 2.22 or 10.7 unless such Participant shall have provided to Administrative Agent, acting for this purpose as an agent of the Company, such information as is required to be recorded in the Register pursuant to paragraph (b)(iv) above as if such Participant were a Lender. Any Participant shall not be entitled to the benefits of Section 2.21 unless such Participant complies with Sections 2.21(c), 2.21(d) and 2.21(e) as though it were a Lender.
(d) Any Lender may, without the consent of the Company, the Brazilian Administrative Agent, the Administrative Agent or any Issuing Lender, 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 any pledge or assignment to secure such Lender’s obligations to a Federal Reserve Bank or any central bank having jurisdiction over such Lender, and this Section 10.6 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.
(e) In connection with any assignment made pursuant hereto, the assigning Lender shall surrender the Note held by it and the Company shall, upon the request to the Administrative Agent by the assigning Lender or the Assignee, as applicable, execute and deliver to the Administrative Agent (in exchange for the outstanding Note of the assigning Lender) a Canadian Facility new Note to the order of such assigning Lender or Assignee, as applicable, in the amount equal to the amount of such assigning Lender’s or Assignee’s, as applicable, Commitment to it after giving effect to its Canadian Facility Commitment applicable assignment (or if the Commitments have terminated, the Loan of such party). Any Notes surrendered by the assigning Lender shall only be made returned by the Administrative Agent to a Person or group of Persons that qualifies as a Canadian Facility Lenderthe Company marked “cancelled.”
Appears in 1 contract
Samples: 3 Year Revolving Credit Agreement (General Motors Financial Company, Inc.)
Successors and Assigns; Participations and Assignments. (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 (including any affiliate Affiliate of an the Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not, other than in accordance with subsection 8.3the acknowledgment executed and delivered by ECCA pursuant to Section 6.12 hereof, the Borrowers may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder (or interests therein) except in accordance with this subsection 11.6Section.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent of:
(A) the Borrower (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent Borrowerwithheld), provided that no consent of the Parent Borrower shall be required for an assignment to a Lender Lender, an Affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default under subsection 9(aSection 8(a) or (f) has occurred and is continuing, to any other Person; provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignment; 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, an affiliate Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may beLoans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 2,500,000 (or, in the case of the Term Facility, $1,000,000) unless each of the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(aSection 8(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates Affiliates or Approved Funds, if any;
(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case)3,500; provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;and
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
(D) any assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only be made to a Person or group of Persons that qualifies as a Canadian Facility Lender.
Appears in 1 contract
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an Issuing Lender that issues any Letter of Credit)hereby, except that (i) other than in accordance with subsection 8.3Subsection 8.7, the Borrowers may Borrower shall not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with Subsection 2.10(e), Subsection 4.13(d), Subsection 11.1(g) or this subsection Subsection 11.6.
(b) (i) Subject to the conditions set forth in paragraph (b)(iiSubsection 11.6(b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including its Commitments and/or Loans, pursuant to an Assignment and Acceptance) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent Borrower, ; provided that no consent of the Parent Borrower shall be required for an assignment (x) of Term Loans to a Lender orLender, if an Event Affiliate of Default under subsection 9(a) a Lender, or an Approved Fund (f) has occurred and is continuing, to any other Personas defined below); provided, further, provided that if any Lender assigns all or a portion of its rights and obligations with respect to the Term Loans under this Agreement to one of its affiliates Affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliateAffiliate, the Parent Borrower’s prior written consent shall be required for such assignment, and, (y) if an Event of Default under Subsection 9.1(a) or (f) with respect to the Borrower has occurred and is continuing, to any other Person; and
(B) the Administrative Agent.
Agent (ii) Assignments such consent not to be unreasonably withheld); provided that no consent of the Administrative Agent shall be subject to the following additional conditions:
(A) except in the case of required for an assignment to a Lender, Lender or an affiliate Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may be, the amount of Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million unless the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;
(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case); provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
(D) any assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only be made to a Person or group of Persons that qualifies as a Canadian Facility LenderFund.
Appears in 1 contract
Samples: Second Lien Credit Agreement (PharMEDium Healthcare Holdings, Inc.)
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an Issuing Lender that issues any Letter of Credit)hereby, except that (i) other than in accordance with subsection 8.3, the Borrowers Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Article XII.
(i) Subject to the conditions set forth in paragraph subsection (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent of:
(A) the Borrower (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent Borrower), provided that no consent of the Parent Borrower shall be required for an assignment to a Lender Lender, an affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default under subsection 9(a) or (f) has occurred and is continuing, to any other Person; provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignment; 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 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, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may be, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 1,000,000 unless each of the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;
(B1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 and (unless waived 2) the assigning Lender shall have paid in full any amounts owing by it to the Administrative Agent in any given case)Agents; provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;and
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (Dwhich may contain material non-public information about the Borrower and its Affiliates and their related parties or their respective securities) any assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only will be made to a Person or group of Persons that qualifies as a Canadian Facility Lenderavailable and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.
Appears in 1 contract
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an Issuing Lender that issues any Letter of Credit)hereby, except that (i) other than in accordance with subsection 8.3Subsection 8.7, the Borrowers may Borrower shall not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection Subsection 11.6.
(i) Subject to the conditions set forth in paragraph (b)(iiSubsection 11.6(b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including its Commitments and/or Term Loans, pursuant to an Assignment and Acceptance) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent Borrower, provided that no consent of the Parent Borrower shall be required for an assignment (x) to a Lender orLender, if an Event Affiliate of Default under subsection 9(a) a Lender, or an Approved Fund (f) has occurred and is continuing, to any other Personas defined below); provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates Affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliateAffiliate, the Parent Borrower’s prior written consent shall be required for such assignment, and, (y) if an Event of Default under Subsection 9.1(a) or (f) with respect to the Borrower has occurred and is continuing, to any other Person; and
(B) the Administrative AgentAgent (such consent not to be unreasonably withheld); provided that no consent of the Administrative Agent shall be required for an assignment to a Lender or 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, an affiliate Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Initial Term Loan Commitments, Incremental Commitments or Loans, as the case may beLoans under any Facility, the amount of the Initial Term Loan Commitments, Incremental Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than in an amount of an integral multiple of $5.0 1.0 million unless the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(aSubsection 9.1(a) or (f) with respect to the Borrower has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates Affiliates or Approved Funds, if any;
(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case); provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and;
(D) any assignment made of Incremental Commitments or Loans to an Affiliated Lender shall also be subject to the requirements of Subsections 11.6(h) and (i); and
(E) any Term Loans acquired by a Canadian Facility Lender of its Canadian Facility Commitment the Borrower or any Subsidiary shall only be made to a Person or group of Persons that qualifies as a Canadian Facility Lenderretired and cancelled promptly upon acquisition thereof.
Appears in 1 contract
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an Issuing Lender that issues any Letter of Credit)hereby, except that (i) other than in accordance with subsection 8.3, the Borrowers Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6).
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees Eligible Assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant and the Loans at the time owing to an Assignment it and Acceptancethe Note or Notes (if any) held by it) with the prior written consent (such consent not to be unreasonably withheld withheld, delayed or delayedconditioned) of:
(A) the Parent Borrower, ; provided that no consent of the Parent Borrower shall be required for an assignment to a Lender Lender, an affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default under subsection 9(apursuant to Section 8.1(a) or Section 8.1(f) (fwith respect to the Borrower) has occurred and is continuing, to any other Person; provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignmentEligible Assignee; and
(B) except with respect to an assignment (other than an assignment of a Commitment) to a Lender, an Affiliate of a Lender or an Approved Fund, the Administrative Agent.
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may beLoans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 1,000,000 (provided that simultaneous assignments to or by two or more Approved Funds shall be aggregated for purposes of determining such amount) unless the Parent Borrower and the Administrative Agent and the Borrower otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;
(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment assignment agreement via an electronic settlement system acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually), and Acceptance, together with shall pay to the Administrative Agent a processing and recordation fee of $3,500 (unless which fee may be waived by or reduced in the sole discretion of the Administrative Agent in any given caseAgent); provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;and
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
questionnaire and applicable tax forms required by Section 2.13(e). This paragraph (Db) shall not prohibit any assignment made by a Canadian Facility Lender from assigning all or any portion of its Canadian Facility Commitment shall only be made to rights and obligations among separate Facilities on a non-pro rata basis. For the purposes of this Section 10.6, “Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or group investing in bank loans and similar extensions of Persons credit in the ordinary course and that qualifies as is administered or managed by (a) a Canadian Facility Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.
Appears in 1 contract
Samples: Credit Agreement
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an any Issuing Lender that issues any Letter of Credit), except that (i) other than in accordance with subsection 8.3, the Borrowers Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (other than a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person) or a Defaulting Lender) (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent of:
(A) the Borrower (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent Borrower), provided that no consent of the Parent Borrower shall be required for an assignment to a Lender Lender, an affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default under subsection 9(aSection 8(a) or (f) has occurred and is continuing, to any other Person; and provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent Borrower shall be required for deemed to have consented to any such assignment; andassignment unless the Borrower shall object thereto by written notice to the Administrative Agent within five Business Days after having received written notice thereof;
(B) the Administrative AgentAgent (such consent not to be unreasonably withheld or delayed), provided that no consent of the Administrative Agent shall 76 be required for an assignment of all or any portion of a Loan to a Lender, an affiliate of a Lender or an Approved Fund;
(C) with respect to the Revolving Commitment and Revolving Loans only, the Issuing Lenders (such consent not to be unreasonably withheld or delayed), provided that no consent of the Issuing Lenders shall be required for an assignment of all or any portion of a Loan to a Lender, an affiliate of a Lender or an Approved Fund; and
(D) no assignment of Incremental Term Loans may be made to the Borrower or its Affiliates except pursuant to, and in accordance with the terms of, Section 3.13, and no assignment of Revolving Loans or Revolving Commitments may be made to the Borrower or its Affiliates.
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may beLoans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 5,000,000 unless each of the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(aSection 8(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;
(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case)3,500; provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;and
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (Dwhich may contain material non-public information about the Borrower and its Affiliates and their related parties or their respective securities) any assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only will be made to a Person or group of Persons that qualifies as a Canadian Facility Lenderavailable and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities law.
Appears in 1 contract
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an the Issuing Lender that issues any Letter of Credit), except that (i) other than in accordance with subsection 8.3, the Borrowers Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “"Assignee”") all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent of:
(A) the Borrower (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent Borrower), provided that no consent of the Parent Borrower shall be required for (1) an assignment to a Lender or an affiliate of a Lender, (2) an assignment of all or any portion of a Term Loan to an Approved Fund (as defined below) or (3) if an Event of Default has occurred and is continuing, an assignment to any other Person;
(B) the Administrative Agent (such consent not to be unreasonably withheld or delayed), 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 oror an Approved Fund; and
(C) each Issuing Lender and each Swingline Lender (such consents, if an Event of Default under subsection 9(a) in each case, not to be unreasonably withheld or (f) has occurred and is continuingdelayed), to any other Person; provided, further, provided that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation no consent of the sale Issuing Lenders or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent Swingline Lenders shall be required for such assignment; and
(B) the Administrative Agentan assignment of all or any portion of a Term Loan.
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s 's Commitments or Loans, as the case may beLoans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 10,000,000 (or, in the case of the Term Facility, $1,000,000) unless each of the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;
(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 (unless waived by which shall in no event be for the Administrative Agent in any given caseaccount of the Borrower); , provided that for concurrent multiple contemporaneous assignments to two or more Approved Funds such assignment fee shall only may be required to be paid once aggregated in respect of each Lender and at the time its affiliates or Approved Funds, if any, to permit payment of such assignments;a single fee; and
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
(D) any assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only be made to a Person or group of Persons that qualifies as a Canadian Facility Lender.
Appears in 1 contract
Samples: Credit Agreement (Delphi Corp)
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an the Issuing Lender that issues any Letter of Credit), except that (i) other than in accordance with subsection 8.3, the Borrowers Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6).
(i) Subject to the conditions set forth below in paragraph (b)(ii) belowSection 10.6(b)(ii), any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”) Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent of:
(A) the Administrative Agent (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent Borrower, provided that no consent of the Parent Borrower shall be required for an assignment to a Lender or, if an Event of Default under subsection 9(a) or (f) has occurred and is continuing, to any other Person; provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignment); and
(B) with respect to any proposed assignment of all or a portion of the Administrative AgentL/C Commitment, the Swingline Lender and the Issuing Lender.
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender, an affiliate Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may beLoans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 5,000,000 (provided that simultaneous assignments to or by two (2) or more Approved Funds shall be aggregated for purposes of determining such amount), unless each of the Parent Borrower and the Administrative Agent otherwise consent, ; provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if anyoccurred;
(B) the parties to each assignment of all or a portion of any Revolving Commitment shall (1) electronically execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption via an electronic settlement system acceptable to the Administrative Agent or (2) manually execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 (unless waived 3,500, payable by the Administrative Agent in any given case)assigning or assignee Lender as they shall mutually agree; provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;and
(C) the Eligible Assignee, if it shall not already be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
(D) any assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only be made to a Person or group of Persons that qualifies as a Canadian Facility Lender.
Appears in 1 contract
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an the Issuing Lender that issues any Letter of Credit), except that (i) other than in accordance with subsection 8.3, the Borrowers no Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any such Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than may (and, within five days after notice by the Company to a Conduit Lender may, in the ordinary course of business and in accordance with applicable lawSection 2.20, shall) assign (other than to a Disqualified Lender or any natural person) to one or more assignees Eligible Assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Commitments and/or Loans, pursuant and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent of:
(A) the Company (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent Borrowerwithheld), provided that no consent of the Parent Borrower Company shall be required for an assignment to a Lender Lender, an affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default under subsection 9(aSection 8(a) or (f) has occurred and is continuing, to any other Person; provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignment; and
(B) the Administrative AgentAgent and each Issuing Lender (each such consent not to be unreasonably withheld), provided that no consent of the Administrative Agent or the Issuing Lenders shall be required for an assignment 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, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Revolving Commitments or and Loans, as the case may be, the amount of the Revolving Commitments or and Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 5,000,000 in the case of a Revolving Commitment (and the corresponding ratable portion of the Loans) unless each of the Parent Borrower Company and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower Company shall be required if an Event of Default under subsection 9(aSection 8(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;
(B) any assignment of all or any part of the Revolving Commitment of any Lender shall include a ratable assignment of its Loans, and vice versa;
(1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 and (unless waived 2) the assigning Lender shall have paid in full any amounts owing by it to the Administrative Agent in any given case); provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignmentsAgent;
(CD) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnairequestionnaire in which the 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 information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws; and
(DE) any without the prior written consent of the Administrative Agent, no assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only be made to a Person or group prospective Assignee that bears a relationship to the Borrower described in Section 108(e)(4) of Persons that qualifies as a Canadian Facility Lenderthe Code.
Appears in 1 contract
Samples: Credit Agreement (First Solar, Inc.)
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an Issuing Lender the L/C Arranger that issues any Letter of CreditCredit or that causes any Letter of Credit to be issued), except that (i) other than in accordance with subsection 8.3, the Borrowers Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent (any such consent not to be unreasonably withheld or delayedwithheld) of:
(A) the Parent Borrower, provided that no consent of the Parent Borrower shall be required for an (x) assignment to a Lender Lender, an affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default under subsection Section 9(a) or (f) has occurred and is continuing, to any other Person; provided, further(y) any assignment by the Administrative Agent (or its affiliates), provided that if any Lender assigns all such assignment of a Initial Term Loan Commitment or a portion Incremental Term Loan Commitment pursuant to this clause (y) shall require the consent of its rights and obligations under this Agreement the Borrower (such consent not to one of its affiliates be unreasonably withheld) unless such assignment is made in connection with or in contemplation the primary syndication of the sale Facilities to a Person disclosed to the Borrower prior to the Closing Date or other disposition (z) any assignment of its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignmentTerm Loans and funded Incremental Term Loans; and
(B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for (x) an assignment to an Assignee that is a Lender immediately prior to giving effect to such assignment, except in the case of an assignment of a Revolving Commitment to an Assignee that does not already have a Revolving Commitment, (y) any assignment by the Administrative Agent (or its affiliates) or (z) any assignment of Term Loans and Incremental Term Loans; and
(C) in the case of any assignment of a Revolving Commitment, the L/C Arranger.
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may beLoans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 1,000,000 and, after giving effect thereto, the assigning Lender (if it shall retain any Revolving Commitment or Loans) shall have Commitments and Loans aggregating at least $1,000,000, unless each of the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection Section 9(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;
(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with and, subject to Section 4.13, the assigning Lender or the assignee Lender shall pay a processing and recordation fee of $3,500 (unless waived by except for the Administrative Agent in and any given caseof its Affiliates and the Borrower and except for assignments by a Lender to any of its Affiliates or Approved Funds); provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
(D) any in the case of an assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only be made to a Person CLO related to such Lender (as defined below), the assigning Lender shall retain the sole right to approve any amendment, modification or group waiver of Persons any provision of this Agreement and the other Loan Documents, provided that qualifies as a Canadian Facility Lenderthe Assignment and Assumption between such Lender and such CLO may provide that such Lender will not, without the consent of such CLO, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 11.1 and (2) directly affects such CLO.
Appears in 1 contract
Samples: Credit Agreement (Einstein Noah Restaurant Group Inc)
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an Issuing Lender that issues any Letter of Credit)hereby, except that (i) other than in accordance with subsection 8.3, the Borrowers Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section 10.6.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”) other than a Defaulting Lender, any Subsidiary of a Defaulting Lender, any natural person (or holding company, investment vehicle or trust for, or owned or operated by or for the primary benefit of, one or more natural persons), the Borrower or any of the Borrower’s Affiliates or Subsidiaries, all or a portion of its rights and obligations under this Agreement (including its Commitments and/or Loans, pursuant all or a portion of the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent Borrower, provided that no consent of the Parent Borrower shall be required for an assignment to a Lender (or an Affiliate of any Lender) or an Approved Fund or, if an Event of Default under subsection 9(aSection 8(a), (e) or (f) has occurred and is continuing, to any other Person; provided, and provided further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent Borrower shall be required for deemed to have consented to any such assignmentassignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof from the assigning Lender (with a copy to the Administrative Agent); and
(B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of any Loans to an Assignee that is a Lender (or an Affiliate of 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, an affiliate Eligible Assignee that is an Affiliate of a any Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may be, the amount of Commitments or the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 10,000,000 (or, if such Assignee is an Eligible Assignee that is an Affiliate of a Lender, $5,000,000) unless each of the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(a) or (f) has occurred and is continuing and (2) with respect to any Lender party to this Agreement on the Effective Date, such amounts shall be aggregated in respect of each such Lender and its affiliates or Approved Funds, if anyany Affiliate of such Lender that is an Eligible Assignee;
(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case)3,500; provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;and
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the Assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable Assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the Assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.
(Diii) any Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, 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, shall have the rights and obligations of 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, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 10.5 but shall be subject to the limitations set forth therein); provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment made by a Canadian Facility Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from the Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6 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 Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower (and such agency being solely to establish that the relevant obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations), shall maintain at one of its Canadian Facility Commitment offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall only be conclusive, in the absence of manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and 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.
(i) Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one or more banks or other entities (other than a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement pursuant to which a Lender sells such a participation shall provide that 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 may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 10.1 and (2) directly 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 2.15, 2.16 and 2.17 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section.
(i) Notwithstanding anything to the contrary herein, a Participant shall not be entitled to receive any greater payment under Section 2.15 or 2.16 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 to such greater payments. Any Participant that is a Foreign Lender shall not be entitled to the benefits of Section 2.16 unless such Participant complies with Section 2.16(e).
(ii) Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, 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 Loan 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 loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such loan or group other obligation is in registered form under Section 5f.103-1(c) of Persons the United States Treasury Regulations. 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. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
(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 any pledge or assignment to secure obligations to a Federal Reserve Bank or other central bank having jurisdiction over such Lender, and this Section shall not apply to any such pledge or assignment of a security interest; provided that qualifies 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 Canadian Facility party hereto.
(e) The Borrower, upon receipt of written notice from the relevant Lender, agrees to issue Notes to any Lender requiring Notes to facilitate transactions of the type described in paragraph (d) above.
(f) Notwithstanding the foregoing, any Conduit Lender may assign any or all of the Loans it may have funded hereunder to its designating Lender without the consent of the Borrower or the Administrative Agent and without regard to the limitations set forth in Section 10.6(b). Each of the Borrower, each Lender and the Administrative Agent hereby confirms that it will not institute against a Conduit Lender or join any other Person in instituting against a Conduit Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any state bankruptcy or similar law, for one year and one day after the payment in full of the latest maturing commercial paper note issued by such Conduit Lender; provided, however, that each Lender designating any Conduit Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage, expense, obligations, penalties, actions, judgments, suits or any kind whatsoever arising out of its inability to institute such a proceeding against such Conduit Lender during such period of forbearance.
(g) Notwithstanding anything to the contrary in this Section, none of the Agents, in their capacity as Lenders, will assign without the consent of the Borrower, prior to the Effective Date, any of the Commitments held by them on the Effective Date.
(h) Notwithstanding anything to the contrary in this Section 10.6, for the avoidance of doubt, Xxxxxxx Xxxxx Bank USA may assign any amount of its Loans hereunder to Xxxxxxx Sachs Lending Partners LLC (or vice versa) without the prior written consent of any other Person.
Appears in 1 contract
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an Issuing Lender that issues any Letter of Credit)hereby, except that (i) other than in accordance with subsection 8.3, the Borrowers Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent of:
(A) the Borrower (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent Borrowerwithheld), provided that no consent of the Parent Borrower shall be required for an assignment to a Lender Lender, an affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default under subsection 9(aSection 7(a) or (f) has occurred and is continuing, to any other Person; provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignment; and;
(B) the Administrative AgentAgent (such consent not to be unreasonably withheld), 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; and
(C) the Swingline Lenders (such consent not to be unreasonably withheld), provided that no consent of the Swingline Lenders shall be required for an assignment of all or any portion of a Term Loan.
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may beLoans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 5,000,000 unless each of the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(aSection 7(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;
(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case)3,500; provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;and
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
(D) any assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only be made to a Person or group of Persons that qualifies as a Canadian Facility Lender.
Appears in 1 contract
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an Issuing Lender that issues any Letter of Credit), except that (i) other than in accordance with subsection 8.3pursuant to Section 7.7, neither the Borrowers Company nor any Subsidiary Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Company or any Subsidiary Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section.
(i) Subject to the conditions set forth in paragraph (b)(ii) belowbelow and subject to advance notice to the Company, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign to one or more assignees (other than to a Disqualified Lender the Company or any affiliate of the Company or any natural person) to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent (such consent in each case, not to be unreasonably withheld or delayed) of:
(A1) the Parent BorrowerCompany (unless such assignment is to a Lender to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, provided at least BBB; (b) in the case of Xxxxx’x, at least Baa2; and (c) in the case of Fitch, at least BBB);
(2) the Administrative Agent;
(3) in the case of any assignment of any rights or interest under the L/C Tranche Facility, each Material Issuing Lender at such time (unless such assignment is to a Lender who has an investment grade rating from two of S&P, Xxxxx’x and Fitch);
(4) [reserved]; and
(5) the Brazilian Administrative Agent (in the case of any assignment of Brazilian Loans); provided, that (x) no consent of the Parent Borrower provided for in clause (2) above shall be required for an assignment to a Lender oror an affiliate thereof, (y) no consents provided for in clause (3) above shall be required for an assignment to an L/C Tranche Lender and (z) no consent of the Company provided for in clause (1) above shall be required if an Event of Default under subsection 9(aSection 8.1(a) or (f) has occurred and is continuing. Notwithstanding the foregoing, no Lender shall be permitted to assign any other Person; provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one (including all or a portion of its affiliates in connection with or in contemplation Commitments and the Loans at the time owing to it) to an Ineligible Assignee without the consent of the sale or other disposition of Company, which consent may be withheld in its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignment; and
(B) the Administrative Agentsole discretion.
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or and Loans, as the case may be, the amount of the Commitments or and Loans of the assigning Lender subject to each such assignment (determined as 509265-1725-14038-Active.16338633 of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 10 million, unless each of the Parent Borrower Company and the Administrative Agent otherwise consent, provided provided, that (1) no such consent of the Parent Borrower Company shall be required if an Event of Default under subsection 9(aSection 8.1(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;
(B) the parties to each assignment (or, in the case of an assignment made pursuant to the exercise of the Company’s rights under Section 2.27, the Administrative Agent, as agent for the assigning Lender, and the Assignee) shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 (unless waived which shall be paid by the Administrative Agent assigning Lender or the Assignee or, in any given casethe case of an assignment made pursuant to the exercise of the Company’s rights under Section 2.27, by the assigning Lender, the Assignee, or the Company); provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;and
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent and the Company an administrative questionnaire.
(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, 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 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, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.23, 2.24, 2.25 and 10.5). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6 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 Administrative Agent, acting for this purpose as an agent of the Company, 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 Lenders, and the Commitments of, and principal amount of and interest on the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). Subject to the last sentence of (b)(iii) above, the entries in the Register shall be conclusive, and the Company, the Administrative Agent, the Issuing Lenders and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Company, at any reasonable time and from time to time upon reasonable prior notice. The Register shall be available for inspection by any Issuing Lender at any reasonable time and from time to time upon reasonable prior notice. The Administrative Agent shall provide a copy of the Register to the Company upon its request at any time and from time to time by electronic communication. 509265-1725-14038-Active.16338633
(v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender (or, in the case of an assignment made pursuant to the exercise of the Company’s rights under Section 2.27, the Administrative Agent, as agent for the 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.
(i) Any Lender may, without the consent of the Company, any Issuing Lender, the Brazilian Administrative Agent or the Administrative Agent, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); and
provided, that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) the Loan Parties, the Administrative Agent, the Brazilian Administrative Agent, the Issuing Lenders and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, the other Loan Documents and the Brazilian Intercreditor Agreement, (D) such Participant shall not be an Ineligible Participant, and (E) no later than January 31 of each year, such Lender shall provide the Company with a written description of each participation of Loans and/or Commitments by such Lender during the prior year (it being understood that any failure to provide notice shall not render the participation invalid). Any agreement pursuant to which a Lender sells such a participation shall provide that 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 may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly and adversely affected thereby pursuant to clause (A) of the proviso to the second sentence of Section 10.1(a) and (2) directly and adversely affects such Participant. Subject to paragraph (c)(ii) of this Section 10.6, the Company agrees that each Participant shall be entitled to the benefits of Sections 2.23, 2.24 and 2.25 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. Each Lender that sells a participation, acting solely for this purpose as a non-fiduciary agent of the Company, shall 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 this Agreement (the “Participant Register”); provided, that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Loans, Letters of Credit or its other obligations under this Agreement) except to the extent that such disclosure is necessary to establish that such Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive, and such Lender, the Company, the Brazilian Administrative Agent and the Administrative Agent shall treat each person whose name is recorded in the Participant Register pursuant to the terms hereof as the owner of such participation for all purposes of this Agreement, notwithstanding notice to the contrary.
(ii) A Participant shall not be entitled to receive any greater payment under Section 2.23 or 2.24 than the applicable Lender would have been entitled to receive with 509265-1725-14038-Active.16338633 respect to the participation sold to such Participant. A Participant shall not be entitled to receive any funds directly from the Company in respect of Sections 2.23, 2.24, 2.25 or 10.7 unless such Participant shall have provided to Administrative Agent, acting for this purpose as an agent of the Company, such information as is required to be recorded in the Register pursuant to paragraph (b)(iv) above as if such Participant were a Lender. Any Participant shall not be entitled to the benefits of Section 2.24 unless such Participant complies with Section 2.24(c) and 2.24(d) as though it were a Lender.
(d) Any Lender may, without the consent of the Company, the Brazilian Administrative Agent, the Administrative Agent or any Issuing Lender, 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 any pledge or assignment to secure such Lender’s obligations to a Federal Reserve Bank or any central bank having jurisdiction over such Lender, 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.
(e) In connection with any assignment made pursuant hereto, the assigning Lender shall surrender the Note held by it and the Company shall, upon the request to the Administrative Agent by the assigning Lender or the Assignee, as applicable, execute and deliver to the Administrative Agent (in exchange for the outstanding Note of the assigning Lender) a Canadian Facility new Note to the order of such assigning Lender or Assignee, as applicable, in the amount equal to the amount of such assigning Lender’s or Assignee’s, as applicable, Commitment to it after giving effect to its Canadian Facility Commitment applicable assignment (or if the Commitments have terminated, the Loan of such party). Any Notes surrendered by the assigning Lender shall only be made returned by the Administrative Agent to a Person or group of Persons that qualifies as a Canadian Facility Lenderthe Company marked “cancelled.”
Appears in 1 contract
Samples: 3 Year Revolving Credit Agreement (General Motors Co)
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an any Issuing Lender that issues any Letter of Credit), except that (i) other than in accordance with subsection 8.3, the Borrowers may not assign or otherwise transfer any of their rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any Borrower without such consent shall be null and void); provided that, for the avoidance of doubt, the designation of a Subsidiary Borrower in accordance with Section 2.21(a)(i) shall not be deemed to be an assignment or transfer of rights and obligations and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”) ), other than a natural person, any Borrower or any Subsidiary or Affiliate of any Borrower, all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Commitments and/or Loans, pursuant and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent of:
(A) the Parent Borrower (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent Borrower), provided that no consent of the Parent Borrower shall be required for an assignment to a Lender Lender, an affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default under subsection 9(aSection 8(a) or (f) has occurred and is continuing, to any other Person; and provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent Borrower shall be required for deemed to have consented to any such assignmentassignment unless the Parent Borrower shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof; and
(B) the Administrative AgentAgent (such consent not to be unreasonably withheld or delayed).
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Revolving Commitments or Loans, as the case may be, the amount of the Revolving Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 5,000,000 unless each of the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(aSection 8(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;; DocID \\DC - 036150/000014 - 15261895 v6
(B) (1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 and (unless waived 2) the assigning Lender shall have paid in full any amounts owing by it to the Administrative Agent in any given case)Agent; provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;and
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (Dwhich may contain material non-public information about the Borrowers and their respective Affiliates and their related parties or their respective securities) any assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only will be made to a Person or group of Persons that qualifies as a Canadian Facility Lenderavailable and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.
Appears in 1 contract
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an any Issuing Lender that issues any Letter of Credit), except that (i) other than in accordance with subsection 8.3, the Borrowers Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder in a manner not permitted by Section 7.4 without the prior written consent of the Administrative Agent and each Lender (and any attempted assignment or transfer by any such Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section.
(i) Subject to the conditions set forth in paragraph (b)(ii) belowbelow and Section 10.6(m), any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (other than (i) a natural person, (ii) except as permitted under Section 10.6(c), the Borrower or any of its Affiliates or (iii) a Defaulting Lender) (each, an “Assignee”) ), all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent Borrower, ; provided that no consent of the Parent Borrower shall be required (x) for an assignment of (1) Term Loans to a Lender, an Affiliate of a Lender, or an Approved Fund (as defined below) or (2) the Initial Revolving Facility or any unfunded Commitments with respect to any other Facility if such assignment is to a Lender or, with an existing Commitment in respect of such Facility or any Affiliate or Approved Fund of a Lender with an existing Commitment in respect of such Facility or (y) if an Event of Default under subsection 9(aSection 8.1(a) or (f8.1(f) has occurred and is continuing, for an assignment to any other PersonAssignee; provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent Borrower shall be required for deemed to have consented to any such assignment; andassignment of Term Loans unless it shall object thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof;
(B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for (x) an assignment of Term Loans to a Lender, an Affiliate of a Lender or an Approved Fund or (y) an assignment of the Initial Revolving Facility or any unfunded Commitments with respect to any other Facility if such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund of a Lender with an existing Commitment in respect of such Facility (provided that the Administrative Agent shall acknowledge any such assignment referenced in clause (x) or (y)); and
(C) in the case of an assignment under any Revolving Facility, each Issuing Lender; Any such assignment by any Lender need not be ratable as among the Facilities.
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender, an affiliate Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may beLoans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative AgentAgent or (II) if earlier, the “trade date” (if any) specified in such Assignment and Assumption) shall not be less than $5.0 million 2,500,000 in the case of any assignment in respect of the Revolving Facility, or $1,000,000 in the case of any assignment in respect of a Term Facility, unless the Parent Borrower and the Administrative Agent otherwise consent, ; provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(aSection 8.1(a) or (f8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates Affiliates or Approved Funds, if any;
(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 (unless waived which shall not be payable by a Lead Arranger or by the Administrative Agent Borrower or any of their respective Affiliates except in any given caserespect of an assignment of interests purchased under Section 10.6(c)); provided that for concurrent only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignmentsFunds;
(C) no Revolving Commitment or Revolving Loans may be assigned to any Investor Affiliated Lender or Purchasing Borrower Party and Term Loans may not be assigned to any Investor Affiliated Lender or Purchaser Borrower Party except as provided in clause (c) below; and
(D) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
(D) any assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only be made to a Person or group of Persons that qualifies as a Canadian Facility Lender.
Appears in 1 contract
Samples: Credit Agreement (Affinity Gaming)
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an Issuing Lender that issues any Letter of Credit)hereby, except that (i) other than in accordance with subsection 8.3, the Borrowers a Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any a Borrower without such consent shall be null and void). 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 and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) and any legal or equitable right, remedy or claim under or by reason of this Agreement.
(iib) no Any Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including its Commitments and/or Loans, pursuant to an Assignment and Acceptance) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent Borrower, provided that no consent of the Parent Borrower shall be required for an assignment to a Lender or, if an Event of Default under subsection 9(a) or (f) has occurred and is continuing, to any other Person; provided, further, that if any Lender assigns all or a portion of its rights Commitment and obligations under this Agreement the Loans at the time owing to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignmentit); and
provided that (B) the Administrative Agent.
(ii) Assignments shall be subject to the following additional conditions:
(Ai) except in the case of an assignment to a LenderLender or a Lender Affiliate, each of the Parent Borrower and the Administrative Agent must give their prior written consent to such assignment (which consent shall not be unreasonably withheld or delayed), provided that the consent of the Administrative Agent shall be required for any assignment to an affiliate assignee in respect of any Revolving Facility, (ii) except in the case of an assignment to a Lender or an Approved Fund a Lender Affiliate or an assignment of the entire remaining amount of the assigning Lender’s Commitments Commitment or Loans, as the case may be, the amount of Commitments the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not (x) in the case of an assignment of a Revolving Commitment, Revolving Loan or Foreign Credit Instrument, be less than $5.0 million 5,000,000, and (y) in the case of an assignment of a Term Loan Commitment or a Term Loan, be less than $1,000,000, unless the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;
(Biii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500 3,500, (unless waived by the Administrative Agent in any given case); provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;
(Civ) the Assigneeassignee, if it shall not be already a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
Administrative Questionnaire, (Dv) any no assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only Global Revolving Commitments or Global Revolving Loans may be made to an assignee that cannot make Loans in each of the Qualified Global Currencies (other than Canadian dollars), (vi) no assignment of Canadian Commitments or Canadian Dollar Loans may be made to an assignee that cannot make Loans in each of the Qualified Global Currencies and (vii) no assignment of Foreign Trade Commitments or Foreign Credit Instruments (except to a Person Lender or group a Lender Affiliate) may be made without the prior written consent of Persons the Foreign Trade Facility Agent; and provided further that qualifies any consent of any Borrower otherwise required under this paragraph shall not be required if an Event of Default under paragraph (a), (b), (h) or (i) of Article VII has occurred and is continuing. Any such assignment need not be ratable as among the Facilities. Subject to acceptance and recording thereof pursuant to paragraph (d) of this Section, from and after the effective date specified in each Assignment and Acceptance the assignee thereunder shall be a Canadian Facility Lender.party hereto and, to the extent of the interest assigned
Appears in 1 contract
Samples: Credit Agreement (SPX Corp)
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an the Issuing Lender that issues any Letter of Credit), except that (i) other than as is expressly provided for in accordance with subsection 8.3Section 10.6(g), the Borrowers Parent Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any the Parent Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent (such consent not to be unreasonably withheld withheld, delayed or delayedconditioned) of:
(A) the Parent Borrower, provided that no consent of the Parent Borrower shall be required for an assignment to a Lender Lender, an Affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default under subsection 9(aSection 8(a) or (f) has occurred and is continuing, to any other Person; provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignment; 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 (x) a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund or (y) a Revolving Commitment to a Revolving Lender; and
(C) in the case of any assignment of a US$ Revolving Commitment, the Issuing Lender; provided, no consent of the Issuing Lender shall be required for an assignment of all or a portion of a Revolving Commitment to a Revolving Lender.
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may beLoans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 1,000,000 (in the case of Term Loans) and $5,000,000 (in the case of the Revolving Loans) unless each of the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(aSection 8(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;
(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case); provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once by the relevant Lender, except as provided in respect Section 2.22), provided, that contemporaneous assignments to a Person and its affiliates or Approved Funds shall be deemed to be a single assignment for the purposes of and at the time of such assignments;this clause (B); and
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
(D) any assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only be made to a Person or group of Persons that qualifies as a Canadian Facility Lender.
Appears in 1 contract
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an Issuing Lender that issues any Letter of Credit), except that (i) other than in accordance with subsection 8.37.3, the Borrowers Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.610.6.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including its Commitments and/or Loans, pursuant to an Assignment and Acceptance) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent The Borrower, provided that no consent of the Parent Borrower shall be required for an assignment to a Lender Lender, an affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default under subsection 9(a8(a) or (f) has occurred and is continuing, to any other Person; provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignment; 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, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may be, the amount of Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than (x) $1.0 million in the case of Term Loans and (y) $5.0 million in the case of Revolving Loans and Revolving Commitments, in each case unless the Parent Borrower and the Administrative Agent otherwise consent, ; provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(a8(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;
(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case)3,500.00; provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;; and
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
(D) any assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only be made to a Person or group of Persons that qualifies as a Canadian Facility Lender.
Appears in 1 contract
Samples: Credit Agreement (HSI IP, Inc.)
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an Issuing Lender that issues any Letter of Credit)hereby, except that (i) other than in accordance with subsection 8.3, the Borrowers Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”) ), other than a natural person, any Loan Party or any Affiliate of a Loan Party, all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent BorrowerBorrower (which consent, in the case of an Eligible Assignee, shall not be unreasonably withheld or delayed), provided that no consent of the Parent Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender or, if an Event of Default under subsection 9(a) or (f) has occurred and is continuing, to any other Person; , and provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliatethat, the Parent Borrower’s prior written consent Borrower shall be required for deemed to have consented to any such assignmentassignment unless the Borrower shall object thereto by written notice to the Administrative Agent within fifteen Business Days after having received notice thereof; 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 or an Affiliate of a Lender.
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender, Lender or an affiliate Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may beminimum aggregate assignment amount and the minimum amount retained by the assignor after giving effect to any partial assignment shall, in each case, be $5,000,000 unless otherwise agreed by the amount of Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million unless the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;Agent; 509265-0507-14367-Active.16189227.17
(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case)3,500; provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;and
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; andAdministrative Questionnaire.
(Diii) any assignment made Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, 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 Canadian Facility 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 Canadian Facility Commitment 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, such Lender shall only cease to be made a party hereto but shall continue to a Person or group be entitled to the benefits of Persons that qualifies as a Canadian Facility LenderSections 2.15, 2.17 and 9.
Appears in 1 contract
Samples: Credit Agreement (Coty Inc.)
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an Issuing Lender that issues any Letter of Credit)hereby, except that (i) other than in accordance with subsection 8.3, the Borrowers Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6).
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, assign (other than to a Disqualified Lender or any natural personthe SPV Purchaser) may assign to one or more assignees Eligible Assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including its Commitments and/or Loans, pursuant all or a portion of the Loans at the time owing to it and the Note or Notes (if any) held by it) (it being agreed that the TLB and the TLC may be assigned separately to an Assignment Eligible Assignee in accordance with the provisions hereof, and Acceptanceeach Assignee shall be bound with respect to the terms and conditions hereof applicable thereto, and, in the case of the TLC, shall be bound by the terms and conditions of the Conversion Documents without further action by such Assignee, provided that the Company may require, upon request to such proposed Assignee or such Assignee that such Assignee of the TLC execute and deliver a counterpart of the Conversion Agreement) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent Borrower, provided that no consent of the Parent Borrower shall be required for an assignment to a Lender Lender, an Affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default under subsection 9(a) or (f) has occurred and is continuing, to any other Person; provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignment; and
(B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment 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, an affiliate Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may be, the amount of Commitments or the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) and determined on an aggregate basis in the event of concurrent assignments to Related Funds (as defined below)) shall not be less than $5.0 million 1,000,000 unless each of the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if anycontinuing;
(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption via an electronic settlement system acceptable to the Administrative Agent (or, together if previously agreed with the Administrative Agent, manually), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (unless which fee may be waived or reduced in the sole discretion of the Administrative Agent), payable by the Administrative Agent in any given case)assigning or assignee Lender as they shall mutually agree; provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;and
(C) the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and. and inform the Administrative Agent and the Borrower whether TLB or TLC is being assigned;
(D) any assignment made by of TLC during the Option Period shall be subject to (x) the Conversion Option and (y) the terms and conditions of the Conversion Agreement;
(E) any assignment of TLC shall be to an “accredited investor” within the meaning of Rule 501(a) promulgated under the Securities Act and the Assignee shall make a Canadian Facility Lender of its Canadian Facility Commitment shall only be made to a Person or group of Persons representation and warranty that qualifies as a Canadian Facility Lenderit is an “accredited investor”.
Appears in 1 contract
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an Issuing Lender that issues any Letter of Credit)hereby, except that (i) other than in accordance with subsection 8.3, the Borrowers neither Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any either Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “"Assignee”") all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent (such consent not to be unreasonably withheld or delayedwithheld) of:
(A) the Parent either Borrower, provided that no consent of the Parent either Borrower shall be required for an assignment to a Lender Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default under subsection 9(a) or (f) has occurred and is continuing, to any other Person; provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignment; and
(B) the Administrative Agent, provided that no consent of the Administrative Agent 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, an affiliate Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s 's Commitments or Loans, as the case may be, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 1,000,000 and, after giving effect to such assignment, the remaining Loans and Commitments of such assigning Lender shall not be less than $1,000,000, in each case unless the Parent either Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent either Borrower shall be required if an Event of Default under subsection 9(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates Affiliates or Approved Funds, if any;
(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case); provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments3,500;
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
(D) in the case of an assignment to a CLO, the assigning Lender shall retain the sole right to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan Documents, provided that the Assignment and Assumption between such Lender and such CLO may provide that such Lender will not, without the consent of such CLO, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 9.1 and (2) directly affects such CLO.
(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, 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 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 obliga-tions 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, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.14 and 9.5). Any assignment made or transfer by a Canadian Facility Lender of rights or obligations under this Agreement that does not comply with this Section 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 Administrative Agent, acting for this purpose as an agent of the Borrowers, shall maintain at one of its Canadian Facility Commitment offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the "Register"). The entries in the Register shall only be conclusive, and the Borrowers, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers 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.
(i) Any Lender may, without the consent of either Borrower or the Administrative Agent, sell participations to one or more banks or other entities (a "Participant") in all or a portion of such Lender's rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (A) such Lender's obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrowers, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. Any agreement pursuant to which a Lender sells such a participation shall provide that 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 may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 9.1 and (2) directly affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrowers agree that each Participant shall be entitled to the benefits of Sections 2.12, 2.13 or 2.14 to the same extent as if it were 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 9.7(b) as though it were a Lender, provided such Participant shall be subject to Section 9.7(a) as though it were a Lender.
(ii) A Participant shall not be entitled to receive any greater payment under Section 2.12 or 2.13 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 either Borrower's prior written consent. Any Participant that is a Non-U.S. Lender shall not be entitled to the benefits of Section 2.13 unless such Participant complies with Section 2.13(d).
(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 any pledge or assignment to secure obligations to a Person Federal Reserve Bank, and this Section shall not apply to any such pledge or group assignment of Persons a security interest; provided that qualifies 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 Canadian Facility party hereto.
(e) Notwithstanding the foregoing, any Conduit Lender may assign any or all of the Loans it may have funded hereunder to its designating Lender without the consent of either Borrower or the Administrative Agent and without regard to the limitations set forth in Section 9.6(b). Each Borrower, each Lender and the Administrative Agent hereby confirms that it will not institute against a Conduit Lender or join any other Person in instituting against a Conduit Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any state bankruptcy or similar law, for one year and one day after the payment in full of the latest maturing commercial paper note issued by such Conduit Lender; provided, however, that each Lender designating any Conduit Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage or expense arising out of its inability to institute such a proceeding against such Conduit Lender during such period of forbearance.
Appears in 1 contract
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an the Issuing Lender that issues any Letter of Credit), except that (i) other than in accordance with subsection 8.3, the Borrowers no Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any Borrower without such consent shall be null and void) and ), (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section and (iii) no Lender may assign or otherwise transfer its rights or obligations hereunder to any Loan Party or any of its Affiliates.
(i) Subject to the conditions set forth in paragraph (b)(ii) belowbelow and subject to paragraph (a)(iii) above, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees Eligible Assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent of:
(A) the Company (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent Borrowerwithheld), provided that no consent of the Parent Borrower Company shall be required for an assignment to a Lender Lender, an affiliate of a Lender, an Approved Fund or, if an Event of Default under subsection 9(aSection 8.1(a) or (f8.1(f) has occurred and is continuing, to any other Person; and provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent Company shall be required for deemed to have consented to any such assignmentassignment unless the Company shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof; and
(B) the Administrative Agent,
(C) the Swingline Lender, and
(D) any Issuing Lender with LC Exposure exceeding $5,000,000 in the aggregate.
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may beCommitments, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 5,000,000 unless the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if anyconsents;
(B1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 and (unless waived 2) the assigning Lender shall have paid in full any amounts owing by it to the Administrative Agent in any given case)Agent; provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;and
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; andquestionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers and their Affiliates and their related parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.
(Diii) any Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, 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 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, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 10.5). Any assignment made or transfer by a Canadian Facility Lender of rights or obligations under this Agreement that does not comply with this Section 10.6 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 and to the extent permitted by paragraph (c) of this Section.
(iv) The Administrative Agent, acting for this purpose as an agent of the Borrowers, shall maintain at one of its Canadian Facility Commitment offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount (and stated interest thereon) of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall only be conclusive absent manifest error, and the Borrowers, the Administrative Agent, the Issuing Lender and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers and 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.
(i) Any Lender may, without the consent of the Borrowers or the Administrative Agent, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrowers, the Administrative Agent, the Issuing Lender and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement pursuant to which a Lender sells such a participation shall provide that 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 may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 10.1 and (2) directly affects such Participant. Subject to paragraph (c)(ii) of this Section, each Borrower agrees that each Participant shall be entitled to the benefits of, and subject to the limitations of, Sections 2.15, 2.16 and 2.17 to the same extent as if it were 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 10.7(b) as though it were a Lender, provided such Participant shall be subject to Section 10.7(a) as though it were a Lender.
(ii) A Participant shall not be entitled to receive any greater payment under Section 2.15, 2.16 or 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 applicable Borrower’s prior written consent. No Participant shall be entitled to the benefits of Section 2.16 unless such Participant complies with Sections 2.16(d) and (e) as if it were a Lender.
(iii) In the event that any Lender sells a participation in a Loan, such Lender shall, acting solely for this purpose as an agent of the Borrowers, maintain a register on which it enters the name and address of all participants in the Loans held by it and the principal amount (and stated interest thereon) of the portion of the Loan which is the subject of the participation (the “Participation Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Register to any Person (including the identity of any participant or any information relating to a Person participant’s interest in any Revolving Commitments, Revolving Loans, Letters of Credit or group its other obligations under this Agreement) except to the extent that such disclosure is necessary to establish that such Revolving Commitment, Revolving Loan, Letter of Persons Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. A Loan may be participated in whole or in part only by registration of such participation on the Participation Register. Any transfer of such participation may be effected only by the Registration of such transfer on the Participation Register. The entries in the Participation Register shall be conclusive absent manifest error and such Lender shall treat such participants whose name is recorded in the Participation Register as the owner of such participation for all purposes of this Agreement, notwithstanding any notice to the contrary. The Participation Register shall be available for inspection by the Administrative Agent at any reasonable time upon reasonable prior notice.
(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 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 qualifies 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 Canadian Facility party hereto.
(e) Each Borrower, upon receipt of written notice from the relevant Lender, agrees to issue Notes to any Lender requiring Notes to facilitate transactions of the type described in paragraph (d) above.
(f) Notwithstanding the foregoing, any Conduit Lender may assign any or all of the Loans it may have funded hereunder to its designating Lender without the consent of the Borrowers or the Administrative Agent and without regard to the limitations set forth in Section 10.6(b) (but with regard to the requirements set forth in Section 10.6(b)(iv)). Each of the Borrowers, each Lender and the Administrative Agent hereby confirms that it will not institute against a Conduit Lender or join any other Person in instituting against a Conduit Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any state bankruptcy or similar law, for one year and one day after the payment in full of the latest maturing commercial paper note issued by such Conduit Lender; provided, however, that each Lender designating any Conduit Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage or expense arising out of its inability to institute such a proceeding against such Conduit Lender during such period of forbearance.
Appears in 1 contract
Samples: Credit Agreement (Lear Corp)
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an any Issuing Lender that issues any Letter of Credit), except that (i) other than in accordance with subsection 8.3, neither the Borrowers Borrower nor the Permitted Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any the Borrower or the Permitted Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6subsection.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent (such consent not to be unreasonably withheld or delayedwithheld) of:
(A) the Parent Borrower, provided that no consent of the Parent Borrower shall be required for an assignment to a Lender Lender, an affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default under subsection 9(a8(a) or (f) has occurred and is continuing, to any other Person; provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignment; and;
(B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of (x) any Revolving Credit Commitment or an Incremental Revolving Loan Amount to an assignee that is a Lender with a Revolving Credit Commitment or an Incremental Revolving Loan Amount immediately prior to giving effect to such assignment or (y) all or any portion of a Term Loan to a Lender, an affiliate of a Lender or an Approved Fund; and
(C) the Issuing Lenders, provided that no consent of the Issuing Lenders shall be required for an assignment of all or portion of a Term Loan or an Incremental Revolving Loan Amount.
(iii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may beLoans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 5,000,000 (or, in the case of the Delayed-Draw Term Loan Facility or any Incremental Term Loan Facility, $1,000,000) unless each of the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(a8(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;
(B) assignments need not be ratable as among the Facilities, provided that any assignment with respect to the Delayed-Draw Term Loan Facility shall be made ratably as between the Delayed-Draw Term Loans of the Borrower and the Delayed-Draw Term Loans of the Permitted Borrower;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case)3,500; provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;and
(CD) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
(D) any assignment made by a Canadian Facility Lender . For the purposes of its Canadian Facility Commitment shall only be made to a Person or group of Persons that qualifies as a Canadian Facility Lender.this subsection 10.6, the terms “Approved Fund” has the following meaning:
Appears in 1 contract
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an the applicable Issuing Lender that issues any Letter of Credit), except that (i) other than in accordance with subsection 8.3Subsection 8.2, none of the Borrowers Loan Parties may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any Borrower Loan Party without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with Subsection 4.13(d), Subsection 4.15(c), Subsection 11.1(g) and this subsection Subsection 11.6.
(i) Subject to the conditions set forth in paragraph (b)(iiSubsection 11.6(b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, assign (other than to a Disqualified Lender Lender, to any natural person or to the Parent or any natural personof its Subsidiaries) to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including its Commitments and/or Loans, pursuant to an Assignment and Acceptance) with the prior written consent (such consent not to be unreasonably withheld withheld, conditioned or delayed) of:
(A) the Parent Borrower, Borrower Representative; provided that no consent of the Parent Borrower Representative shall be required for an assignment to a Lender or, if an Event of Default under subsection 9(aSubsection 9.1(a) or (f9.1(f) with respect to the Parent or a Borrower has occurred and is continuing, to any other Person; provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignment; and
(B) the Administrative Agent, the Issuing Lender and the Swingline Lender.
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender, Lender or an affiliate Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may beLoans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 5,000,000 or an integral multiple thereof or unless the Parent Borrower Representative and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower Representative shall be required if an Event of Default under subsection 9(aSubsection 9.1(a) or (f9.1(f) with respect to the Parent or a Borrower has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved FundsAffiliates, if any;
(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case); provided that for concurrent assignments to two or more Approved Funds Lenders or Affiliates of a Lender, such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;; and
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire.
(iii) Subject to acceptance and recording thereof pursuant to clause (b)(iv) below, from and after the effective date specified in each Assignment and Acceptance the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of (and bound by any related obligations under) Subsections 4.10, 4.11, 4.12, 4.13, 4.15 and 11.5, and bound by its continuing obligations under Subsection 11.16 and, in the case of each Reference Bank, Subsection 4.6(c)). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with Subsection 4.13(d), Subsection 4.15(c), Subsection 11.1(g) and this Subsection 11.6 shall, to the extent it would comply with Subsection 11.6(c), be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (c) of this Subsection 11.6 (and any attempted assignment, transfer or participation which does not comply with this Subsection 11.6 shall be null and void).
(iv) The Borrowers hereby collectively designate the Administrative Agent, and the Administrative Agent agrees, to serve as the Borrowers’ agent, solely for purposes of this Subsection 11.6, to maintain at one of its offices in New York, New York a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and interest and principal amounts of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrowers, the Administrative Agent, the Issuing Lender and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers, the Issuing Lender and, solely with respect to entries applicable to such Lender, any Lender, at any reasonable time and from time to time upon reasonable prior notice. Notwithstanding anything herein to the contrary, any assignment by a Lender to a Disqualified Lender shall be deemed null and void ab initio and the Register shall be modified to reflect a reversal of such assignment, and the Borrowers shall be entitled to pursue any remedy available to them (whether at law or in equity, including specific performance to unwind such assignment) against the Lender and such Disqualified Lender. In no event shall the Administrative Agent be obligated to ascertain, monitor or inquire as to whether any prospective assignee is a Disqualified Lender.
(v) Each Lender that sells a participation shall, acting for itself and, solely for this purpose, as an agent of the 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 Loan Documents (the “Participant Register”); andprovided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) except to the extent that such disclosure is necessary (x) to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations or (y) for any Borrower to enforce its rights hereunder. The entries in the Participant Register shall be conclusive absent manifest error, and a 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.
(vi) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender (unless such assignment is being made in accordance with Subsection 4.13(d), Subsection 4.15(c), or Subsection 11.1(g), in which case the effectiveness of such Assignment and Acceptance shall not require execution by the 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 this Subsection 11.6(b) and any written consent to such assignment required by this Subsection 11.6(b), the Administrative Agent shall accept such Assignment and Acceptance, record the information contained therein in the Register and give prompt notice of such assignment and recordation to the Borrower Representative. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this clause (vi).
(vii) On or prior to the effective date of any assignment pursuant to this Subsection 11.6(b), the assigning Lender shall surrender to the Administrative Agent any outstanding Notes held by it evidencing Loans or Commitments, as applicable, which are being assigned. Any Notes surrendered by the assigning Lender shall be returned by the Administrative Agent to the Borrower Representative marked “cancelled”. Notwithstanding the foregoing provisions of this Subsection 11.6(b) or any other provision of this Agreement, if the Borrower Representative shall have consented thereto in writing in its sole discretion, the Administrative Agent shall have the right, but not the obligation, to effectuate assignments of Loans and Commitments via an electronic settlement system acceptable to Administrative Agent and the Borrower Representative as designated in writing from time to time to the Lenders by Administrative Agent (the “Settlement Service”). At any time when the Administrative Agent elects, in its sole discretion, to implement such Settlement Service, each such assignment shall be effected by the assigning Lender and proposed Assignee pursuant to the procedures then in effect under the Settlement Service, which procedures shall be subject to the prior written approval of the Borrower Representative and shall be consistent with the other provisions of this Subsection 11.6(b). Each assigning Lender and proposed Assignee shall comply with the requirements of the Settlement Service in connection with effecting any assignment of Loans and Commitments pursuant to the Settlement Service. Assignments and assumptions of the Loans and Commitments shall be effected by the provisions otherwise set forth herein until the Administrative Agent notifies the Lenders of the Settlement Service as set forth herein. The Borrower Representative may withdraw its consent to the use of the Settlement Service at any time upon notice to the Administrative Agent, and thereafter assignments and assumptions of the Loans and Commitments shall be effected by the provisions otherwise set forth herein. Furthermore, no Assignee, which as of the date of any assignment to it pursuant to this Subsection 11.6(b) would be entitled to receive any greater payment under Subsection 4.10, 4.11, 4.12 or 11.5 than the assigning Lender would have been entitled to receive as of such date under such Subsections with respect to the rights assigned, shall, notwithstanding anything to the contrary in this Agreement, be entitled to receive such greater payments unless the assignment was made after an Event of Default under Subsection 9.1(a) or 9.1(f) has occurred and is continuing or the Borrower Representative has expressly consented in writing to waive the benefit of this provision at the time of such assignment.
(i) Any Lender other than a Conduit Lender may, in the ordinary course of its business and in accordance with applicable law, without the consent of the Borrower Representative or the Administrative Agent, sell participations (other than to any Disqualified Lender, or a natural person or the Parent or any of the Parent’s Affiliates or its Subsidiaries) to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) such Lender shall remain the holder of any such Loan for all purposes under this Agreement and the other Loan Documents, (D) the Borrower Representative, the Administrative Agent, the Issuing Lender and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and (E) the applicable Lender shall have provided the Parent with not less than five Business Days’ advance notice of such participation. Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, supplement, modification or waiver of any provision of this Agreement; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any amendment, supplement, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to clause (i) or (iii) of the second proviso to the second sentence of Subsection 11.1(a) and (2) directly affects such Participant. Subject to Subsection 11.6(c)(ii), each Borrower agrees that each Participant shall be entitled to the benefits of (and shall have the related obligations under) Subsections 4.10, 4.11, 4.12, 4.13, 4.15 and 11.5 to the same extent as if it were a Lender and had acquired its interest by assignment made pursuant to Subsection 11.6(b). To the extent permitted by law, each Participant also shall be entitled to the benefits of Subsection 11.7(b) as though it were a Canadian Facility Lender, provided that such Participant shall be subject to Subsection 11.7(a) as though it were a Lender. Notwithstanding the foregoing, no Lender of its Canadian Facility Commitment shall only be made permitted to sell participations under this Agreement to any Disqualified Lender and any such participation shall be void ab initio, except to the extent the Borrower Representative has consented to such participation in writing (in which case such Lender will not be considered a Person or group of Persons Disqualified Lender solely for that qualifies as a Canadian Facility Lenderparticular participation). Any attempted participation which does not comply with Subsection 11.6 shall be null and void.
Appears in 1 contract
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an Issuing Lender that issues any Letter of Credit)hereby, except that (i) other than in accordance with subsection 8.3, the Borrowers Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section 10.6.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”) other than a Defaulting Lender, any Subsidiary of a Defaulting Lender, any natural person (or holding company, investment vehicle or trust for, or owned or operated by or for the primary benefit of, one or more natural persons), the Borrower or any of the Borrower’s Affiliates or Subsidiaries, all or a portion of its rights and obligations under this Agreement (including its Commitments and/or Loans, pursuant all or a portion of the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent Borrower, provided that no consent of the Parent Borrower shall be required for an assignment to a Lender (or an Affiliate of any Lender) or an Approved Fund or, if an Event of Default under subsection 9(aSection 8(a), (e) or (f) has occurred and is continuing, to any other Person; provided, and provided further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent Borrower shall be required for deemed to have consented to any such assignmentassignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof from the assigning Lender (with a copy to the Administrative Agent); and
(B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of any Loans to an Assignee that is a Lender (or an Affiliate of 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, an affiliate Eligible Assignee that is an Affiliate of a any Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may be, the amount of Commitments or the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 10,000,000 (or, if such Assignee is an Eligible Assignee that is an Affiliate of a Lender, $5,000,000) unless each of the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(a) or (f) has occurred and is continuing and (2) with respect to any Lender party to this Agreement on the Effective Date, such amounts shall be aggregated in respect of each such Lender and its affiliates or Approved Funds, if anyany Affiliate of such Lender that is an Eligible Assignee;
(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case)3,500; provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;and
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the Assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable Assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the Assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.
(Diii) any Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, 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, shall have the rights and obligations of 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, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 10.5 but shall be subject to the limitations set forth therein); provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment made by a Canadian Facility Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from the Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6 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 Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower (and such agency being solely to establish that the relevant obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations), shall maintain at one of its Canadian Facility Commitment offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall only be conclusive, in the absence of manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and 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.
(i) Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one or more banks or other entities (other than a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement pursuant to which a Lender sells such a participation shall provide that 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 may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 10.1 and (2) directly 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 2.15, 2.16 and 2.17 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section.
(ii) Notwithstanding anything to the contrary herein, a Participant shall not be entitled to receive any greater payment under Section 2.15 or 2.16 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 to such greater payments. Any Participant that is a Foreign Lender shall not be entitled to the benefits of Section 2.16 unless such Participant complies with Section 2.16(e).
(iii) Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, 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 Loan 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 loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such loan or group other obligation is in registered form under Section 5f.103-1(c) of Persons the United States Treasury Regulations. 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. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
(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 any pledge or assignment to secure obligations to a Federal Reserve Bank or other central bank having jurisdiction over such Lender, and this Section shall not apply to any such pledge or assignment of a security interest; provided that qualifies 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 Canadian Facility party hereto.
(e) The Borrower, upon receipt of written notice from the relevant Lender, agrees to issue Notes to any Lender requiring Notes to facilitate transactions of the type described in paragraph (d) above.
(f) Notwithstanding the foregoing, any Conduit Lender may assign any or all of the Loans it may have funded hereunder to its designating Lender without the consent of the Borrower or the Administrative Agent and without regard to the limitations set forth in Section 10.6(b). Each of the Borrower, each Lender and the Administrative Agent hereby confirms that it will not institute against a Conduit Lender or join any other Person in instituting against a Conduit Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any state bankruptcy or similar law, for one year and one day after the payment in full of the latest maturing commercial paper note issued by such Conduit Lender; provided, however, that each Lender designating any Conduit Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage, expense, obligations, penalties, actions, judgments, suits or any kind whatsoever arising out of its inability to institute such a proceeding against such Conduit Lender during such period of forbearance.
(g) Notwithstanding anything to the contrary in this Section, none of the Agents, in their capacity as Lenders, will assign without the consent of the Borrower, prior to the Effective Date, any of the Commitments held by them on the Effective Date.
(h) Notwithstanding anything to the contrary in this Section 10.6, for the avoidance of doubt, Xxxxxxx Xxxxx Bank USA may assign any amount of its Loans hereunder to Xxxxxxx Sachs Lending Partners LLC (or vice versa) without the prior written consent of any other Person.
Appears in 1 contract
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an Issuing Lender that issues any Letter of Credit)hereby, except that (i) other than in accordance with subsection 8.3, the Borrowers no Loan Party may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any Borrower Loan Party without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section 10.6. No confidential information regarding any Group Member may be provided to any prospective Tranferee unless it has agreed in writing to be bound by Section 10.16.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “"Assignee”") all or a portion of its rights and obligations under this Agreement (including its Commitments and/or Loans, pursuant all or a portion of the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent (such consent not to be unreasonably withheld or delayedwithheld) of:
(A) the Parent Borrower, provided that no consent of the Parent Borrower shall be required for an assignment to a Lender Lender, an affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default under subsection 9(a) or (f) has occurred and is continuing, to any other Person; provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignment; 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 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, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or 's Loans, as the case may be, the amount of Commitments or the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 1,000,000 unless each of the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;
(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case)3,500; provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;and
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
(D) any assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only be made to a Person or group of Persons that qualifies as a Canadian Facility Lender.
Appears in 1 contract
Samples: Senior Term Loan and Guarantee Agreement (Gentek Inc)
Successors and Assigns; Participations and Assignments. (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 (including any affiliate Affiliate of an Issuing Lender any Letter of Credit Issuer that issues any Letter of Credit), except that (i) other than in accordance with subsection 8.3, neither the Borrowers Borrower nor any Parent Guarantor may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender (and any attempted assignment or transfer by any Parent Guarantor or the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6.
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 (including any Affiliate of any Letter of Credit Issuer 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 Agents, the Related Parties of each of the Administrative Agent, the Letter of Credit Issuer, the Lenders and the Agents, and any Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:
: (A) the Parent Borrower, Borrower (which consent shall not be unreasonably withheld or delayed); provided that no consent of the Parent Borrower shall be required (x) with respect to the Term Facility, for an assignment to a Lender, an Affiliate of a Lender oror an Approved Fund, (y) with respect to the Revolving Credit Facility, for an assignment to a Revolving Credit Lender or (z) with respect to any Facility, if an Event of Default under subsection 9(a) Section 11.1 or (f) Section 11.5 has occurred and is continuing, any other assignee; provided that the Borrower shall be deemed to have consented to any other Personsuch assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof; and provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent shall not be required for assignments of the Term B Loans by the Agents and their respective Affiliates during the primary syndication of the Term B Loans, which shall in any event end upon the earlier of (i) the date the Third Amendment Lead Arranger reasonably determines that the primary syndication has concluded and (ii) the date that is 60 days after the Third Amendment Effective Date; and provided, further, that the Borrower’s consent shall not be required for assignments of the Refinancing Term B Loans and the New Term B Loans by the Agents and their respective Affiliates during the primary syndication of such assignmentRefinancing Term B Loans and New Term B Loans, which shall in any event end upon the earlier of (i) the date the Sixth Amendment Lead Arrangers reasonably determine that the primary syndication has concluded and (ii) the date that is 60 days after the Sixth Amendment Effective Date; and
and (B) the Administrative Agent.
; provided that no consent of the Administrative Agent shall be required for with respect to the Term Facility, an assignment to a Lender, an Affiliate of a Lender or an Approved Fund and, with respect to the Revolving Credit Facility, Credit Suisse AG, in its capacity as a the Letter of Credit Issuer. (ii) Assignments shall be subject to the following additional conditions:
: (A) except in the case of an assignment to a Lender, an affiliate Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments Commitment or Loans, as the case may beLoans of any Class, the amount of Commitments the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than (x) with respect to the Term Facility, $5.0 million 1,000,000, and increments of $1,000,000 in excess thereof and (y) with respect to the Revolving Credit Facility, $5,000,000, and increments of $1,000,000 in excess thereof, unless the Parent Borrower and the Administrative Agent otherwise consent, ; provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(a) Section 11.1 or (f) Section 11.5 has occurred and is continuing and (2) such amounts continuing; provided further that contemporaneous assignments to a single assignee made by Lenders that are Affiliates of each other or to assignees that are Affiliates by a single Lender or group of Lenders that are Affiliates of each other shall be aggregated for purposes of meeting the minimum assignment amount requirements stated above; (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; 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 each Lender and its affiliates one Class of Commitments or Approved Funds, if any;
Loans; (BC) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually), and Acceptance, together with shall pay to the Administrative Agent a processing and recordation fee of $3,500 (unless which fee may be waived by or reduced in the sole discretion of the Administrative Agent in any given caseAgent); provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;
(CD) the Assigneeassignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnairequestionnaire in a form approved by the Administrative Agent (the “Administrative Questionnaire”) and, if required, applicable tax forms; and
(DE) at the time any Lender is making purchases of Loans or Commitments, it shall enter into an Assignment and Assumption Agreement identifying the Class and tranche of such Loans or Commitments (including, without limitation, in the case of any assignment made by a Canadian Facility Lender of its Canadian Facility Commitment Revolving Credit Commitments); and (F) no such assignment shall only be made to (w) a natural Person, (x) a Defaulting Lender, (y) an Affiliated Lender, other than pursuant to Section 13.6(d) or (z) any Parent Guarantor, the Borrower or their respective Subsidiaries, other than pursuant to Section 13.6(e). For the purpose of this Section 13.6(b), the term “Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or group investing in bank loans and similar extensions of Persons credit in the ordinary course and that qualifies as is administered, advised or managed by (a) a Canadian Facility Lender., (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages a Lender. (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(v) of this Section, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.10, 2.11, 2.12, 3.5, 5.4 and 13.5). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this
Appears in 1 contract
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an Issuing Lender that issues any Letter of Credit)hereby, except that (i) other than in accordance with subsection 8.3, the Borrowers Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent of:
(A) the Borrower (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent Borrowerwithheld), provided that no consent of the Parent Borrower shall be required for an assignment to a Lender Lender, an affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default under subsection 9(a) or (f) has occurred and is continuing, to any other Person; provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignment; and;
(B) the Administrative AgentAgent (such consent not to be unreasonably withheld); and
(C) each Swingline Lender that holds any Swingline Loan outstanding at the time such assignment is consummated (such consent not to be unreasonably withheld).
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may be, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 5,000,000 unless each of the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;
(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case)3,500; provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;and
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
(D) any assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only be made to a Person or group of Persons that qualifies as a Canadian Facility Lender.
Appears in 1 contract
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an Issuing Lender that issues any Letter of Credit)hereby, except that (i) other than in accordance with subsection 8.3, the Borrowers Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section 9.6.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including its Commitments and/or Loans, pursuant all or a portion of the Aggregate Principal Amount Outstanding at the time owing to an Assignment and Acceptanceit or Term Commitments) with without the prior written consent (such of the Borrower; provided that the consent of the Borrower shall be required in the case of assignments of Term Commitments, which consent shall not to be unreasonably withheld or delayed) of:
(A) the Parent Borrower, ; provided further that no consent of the Parent Borrower shall be required for an assignment to a an Initial Lender or, if or an Event affiliate of Default under subsection 9(a) or (f) has occurred and is continuing, to any other Person; provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignment; and
(B) the Administrative Agent.an Initial Lender;
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may be, the amount of Commitments or the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 1,000,000 unless each of the Parent Borrower and the Administrative Agent Agent, at the direction of the Required Lenders, otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(aSection 8(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;
(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case)3,500; provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;and
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
(D) any assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only be made to a Person or group of Persons that qualifies as a Canadian Facility Lender.
Appears in 1 contract
Samples: Term Loan Agreement (Integrated Electrical Services Inc)
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an the Issuing Lender that issues any Letter of Credit), except that (i) other than in accordance with subsection 8.3, the Borrowers Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (other than a natural person or a Defaulting Lender) (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent of:
(A) the Borrower (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent Borrower), provided that no consent of the Parent Borrower shall be required for an assignment to a Lender Lender, an affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default under subsection 9(aSection 8(a) or (f) has occurred and is continuing, to any other Person; provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignment; and;
(B) the Administrative AgentAgent (such consent not to be unreasonably withheld or delayed), provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Loan to a Lender, an affiliate of a Lender or an Approved Fund; and
(C) with respect to the Revolving Commitment and Revolving Loans only, the Issuing Lender (such consent not to be unreasonably withheld or delayed), provided that no consent of the Issuing Lender shall be required for an assignment of all or any portion of a 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, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may beLoans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 5,000,000 unless each of the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(aSection 8(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;
(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case)3,500; provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;and
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (Dwhich may contain material non-public information about the Borrower and its Affiliates and their related parties or their respective securities) any assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only will be made to a Person or group of Persons that qualifies as a Canadian Facility Lenderavailable and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities law.
Appears in 1 contract
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an the Issuing Lender Bank that issues any Letter of Credit), except that (i) other than in accordance with subsection 8.3, the Borrowers no Specified Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender Bank (and any attempted assignment or transfer by any a Specified Borrower without such consent shall be null and void) and (ii) no Lender Bank may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6subsection.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, Bank may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Commitments and/or LoansSwing Line Commitments, pursuant if any, and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent of:
(A) the Company (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent Borrowerwithheld), provided that no consent of the Parent Borrower Company shall be required for an assignment to a Lender Bank, an affiliate of a Bank, an Approved Fund (as defined below) or, if an Event of Default under subsection 9(asubsections 13(a), 13(c) or (f13(g) has occurred and is continuing, to any other Person; provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignment; and
(B) the Administrative Agent.; and
(C) the Issuing Bank and each Swing Line Bank (in the case of assignments of the Revolving Commitments)
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a LenderBank, an affiliate of a Lender Bank or an Approved Fund or an assignment of the entire remaining amount of the assigning LenderBank’s Revolving Commitments and/or Swing Line Commitments or Loans, as the case may beLoans under any Facility, the amount of the Revolving Commitments and/or Swing Line Commitments or Loans of the assigning Lender Bank subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 5,000,000 unless each of the Parent Borrower Company and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower Company shall be required if an Event of Default under subsection 9(a13(a), 13(c) or (f13(g) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender Bank and its affiliates or Approved Funds, if any;; provided further that after giving effect to any such assignment, the transferor Bank’s aggregate Dollar Equivalent Amount of its Local Currency Bank Maximum Borrowing Amount under all Local Currency Facilities may not exceed its Revolving Commitment hereunder
(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case); provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments3,500;
(C) after giving effect to any such assignment, the transferor or transferee Bank’s Swing Line Commitment, if any, may not exceed its Revolving Commitment hereunder and any purported assignment which would result in the transferor or transferee Bank’s Swing Line Commitment, if any, exceeding its Revolving Commitment hereunder shall not be effective; and
(D) the Assignee, if it shall not be a LenderBank, shall deliver to the Administrative Agent an administrative questionnaire; and
(D) any assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only be made to a Person or group of Persons that qualifies as a Canadian Facility Lender.
Appears in 1 contract
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an the Issuing Lender that issues any Letter of Credit), except that (i) other than in accordance with subsection 8.3except for any assignment from any Foreign Subsidiary Borrower to the Parent Borrower expressly contemplated by Section 2.22(b), the Borrowers no Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section 10.6. 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 (including any affiliate of the Issuing Lender that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section 10.6) and, to the extent expressly contemplated hereby, the affiliates of each of the Administrative Agent, the Issuing Lender 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, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (other than (w) a natural person (or any holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person), (x) a Defaulting Lender, a subsidiary of a Defaulting Lender or a Person who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary of a Defaulting Lender, (y) a Disqualified Lender or (z) the Parent Borrower or any of its Subsidiaries) (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent (such consent not to be unreasonably withheld or delayedwithheld) of:
(A) the Parent Borrower, ; provided that no consent of the Parent Borrower shall be required for an assignment to a Lender Lender, an affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default under subsection 9(aclauses (a) or (f) of Article VIII has occurred and is continuing, to any other Person; provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent Borrower shall be required for deemed to have consented to any such assignmentassignment unless the Parent Borrower shall object thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof; and
(B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of (x) any Revolving Credit Commitment to an Assignee that is a Revolving Credit Lender immediately prior to giving effect to such assignment or (y) 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, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may beLoans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 5,000,000 with respect to the Revolving Credit Commitments and the Revolving Credit Loans or $1,000,000 with respect to the Term Loans (in each case, other than in the case of an assignment of all of a Lender’s interests under this Agreement), unless each of the Parent Borrower and the Administrative Agent otherwise consent, ; provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(aclauses (a) or (f) of Article VIII has occurred has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates Affiliates or Approved Funds, if any;
(B) each partial assignment shall be made as an assignment of a proportionate part of each of the assigning Lender’s rights and obligations under this Agreement; provided that this clause shall not be construed to prohibit the assignment of a proportionate part of the assigning Lender’s rights and obligations in respect of the Revolving Credit Commitments or Term Loans;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 (unless waived by with only one such fee payable in connection with the Administrative Agent in any given case); provided that for concurrent simultaneous assignments to or by two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at that are administered or managed by the time of such assignments;same entity or affiliated entities); and
(CD) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (Dwhich may contain material non-public information about the Parent Borrower and its Affiliates and their related parties or their respective securities) any assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only will be made to a Person or group available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws For the purposes of Persons that qualifies as a Canadian Facility Lender.this Section 10.6, the term “Approved Fund” has the following meaning:
Appears in 1 contract
Samples: Credit Agreement (CONMED Corp)
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an Issuing Lender that issues any Letter of Credit), except that (i) other than in accordance with subsection 8.3pursuant to Section 7.4, neither the Borrowers Company nor any Subsidiary Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Company or any Subsidiary Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section 10.6.
(i) Subject to the conditions set forth in paragraph (b)(ii) belowbelow and subject to advance notice to the Company, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign to one or more assignees (other than to a Disqualified Lender the Company or any affiliate of the Company or any natural person) to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent (such consent in each case, not to be unreasonably withheld or delayed) of:
(A1) the Parent BorrowerCompany (unless such assignment is to a Lender to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, provided at least BBB; (b) in the case of Xxxxx’x, at least Baa2; and (c) in the case of Fitch, at least BBB);
(2) the Administrative Agent;
(3) in the case of any assignment of any rights or interest under the L/C Tranche Facility, each Material Issuing Lender at such time (unless such assignment is to a Lender who has an investment grade rating from two of S&P, Xxxxx’x and Fitch); and
(4) the Brazilian Administrative Agent (in the case of any assignment of Brazilian Loans); provided, that (x) no consent of the Parent Borrower provided for in clause (2) above shall be required for an assignment to a Lender oror an affiliate thereof, (y) no consents provided for in clause (3) above shall be required for an assignment to an L/C Tranche Lender and (z) no consent of the Company provided for in clause (1) above shall be required if an Event of Default under subsection 9(aSection 8(a) or (fe) has occurred and is continuing. Notwithstanding the foregoing, no Lender shall be permitted to assign any other Person; provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one (including all or a portion of its affiliates in connection with or in contemplation Commitments and the Loans at the time owing to it) to an Ineligible Assignee without the consent of the sale or other disposition of Company, which consent may be withheld in its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignment; and
(B) the Administrative Agentsole discretion.
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or and Loans, as the case may be, the amount of the Commitments or and Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 10 million, unless each of the Parent Borrower Company and the Administrative Agent otherwise consent, provided provided, that (1) no such consent of the Parent Borrower Company shall be required if an Event of Default under subsection 9(aSection 8(a) or (fe) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;
(B) the parties to each assignment (or, in the case of an assignment made pursuant to the exercise of the Company’s rights under Section 2.24, the Administrative Agent, as agent for the assigning Lender, and the Assignee) shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 (unless waived which shall be paid by the Administrative Agent assigning Lender or the Assignee or, in any given casethe case of an assignment made pursuant to the exercise of the Company’s rights under Section 2.24, by the assigning Lender, the Assignee, or the Company); provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;and
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent and the Company an administrative questionnaire.
(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, 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 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, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.20, 2.21, 2.22 and 10.5 with respect to facts and circumstances occurring prior to the effective date of such assignment). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6 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 10.6.
(iv) The Administrative Agent, acting for this purpose as an agent of the Company, 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 Lenders, and the Commitments of, and principal amount of and interest on the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). Subject to the last sentence of (b)(iii) above, the entries in the Register shall be conclusive in the absence of manifest error, and the Company, the Administrative Agent, the Issuing Lenders and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Company, at any reasonable time and from time to time upon reasonable prior notice. The Register shall be available for inspection by any Issuing Lender at any reasonable time and from time to time upon reasonable prior notice. The Administrative Agent shall provide a copy of the Register to the Company upon its request at any time and from time to time by electronic communication.
(v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender (or, in the case of an assignment made pursuant to the exercise of the Company’s rights under Section 2.24, the Administrative Agent, as agent for the 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 10.6 and any written consent to such assignment required by paragraph (b) of this Section 10.6, 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.
(i) Any Lender may, without the consent of the Company, any Issuing Lender, the Brazilian Administrative Agent or the Administrative Agent, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); and
provided, that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) the Loan Parties, the Administrative Agent, the Brazilian Administrative Agent, the Issuing Lenders and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, the other Loan Documents and the Brazilian Intercreditor Agreement, (D) such Participant shall not be an Ineligible Participant, and (E) no later than January 31 of each year, such Lender shall provide the Company with a written description of each participation of Loans and/or Commitments by such Lender during the prior year (it being understood that any failure to provide notice shall not render the participation invalid). Any agreement pursuant to which a Lender sells such a participation shall provide that 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 may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly and adversely affected thereby pursuant to clause (A) of the proviso to the second sentence of Section 10.1(a) and (2) directly and adversely affects such Participant. Subject to paragraph (c)(ii) of this Section 10.6, the Company agrees that each Participant shall be entitled to the benefits of Sections 2.20, 2.21 and 2.22 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 10.6. Each Lender that sells a participation, acting solely for this purpose as a non-fiduciary agent of the Company, shall 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 this Agreement (the “Participant Register”); provided, that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Loans, Letters of Credit or its other obligations under this Agreement) except to the extent that such disclosure is necessary to establish that such Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive in the absence of manifest error, and such Lender, the Company, the Brazilian Administrative Agent and the Administrative Agent shall treat each person whose name is recorded in the Participant Register pursuant to the terms hereof as the owner of such participation for all purposes of this Agreement, notwithstanding notice to the contrary.
(ii) A Participant shall not be entitled to receive any greater payment under Section 2.20 or 2.21 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant. A Participant shall not be entitled to receive any funds directly from the Company in respect of Sections 2.20, 2.21, 2.22 or 10.7 unless such Participant shall have provided to Administrative Agent, acting for this purpose as an agent of the Company, such information as is required to be recorded in the Register pursuant to paragraph (b)(iv) above as if such Participant were a Lender. Any Participant shall not be entitled to the benefits of Section 2.21 unless such Participant complies with Sections 2.21(c), 2.21(d) and 2.21(e) as though it were a Lender.
(d) Any Lender may, without the consent of the Company, the Brazilian Administrative Agent, the Administrative Agent or any Issuing Lender, 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 any pledge or assignment to secure such Lender’s obligations to a Federal Reserve Bank or any central bank having jurisdiction over such Lender, and this Section 10.6 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.
(e) In connection with any assignment made pursuant hereto, the assigning Lender shall surrender the Note held by it and the Company shall, upon the request to the Administrative Agent by the assigning Lender or the Assignee, as applicable, execute and deliver to the Administrative Agent (in exchange for the outstanding Note of the assigning Lender) a Canadian Facility new Note to the order of such assigning Lender or Assignee, as applicable, in the amount equal to the amount of such assigning Lender’s or Assignee’s, as applicable, Commitment to it after giving effect to its Canadian Facility Commitment applicable assignment (or if the Commitments have terminated, the Loan of such party). Any Notes surrendered by the assigning Lender shall only be made returned by the Administrative Agent to a Person or group of Persons that qualifies as a Canadian Facility Lenderthe Company marked “cancelled.”
Appears in 1 contract
Samples: Revolving Credit Agreement (General Motors Financial Company, Inc.)
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an Issuing Lender that issues any Letter of Credit)hereby, except that (i) other than in accordance with subsection 8.3, the Borrowers a Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any a Borrower without such consent shall be null and void). 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 and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) and any legal or equitable right, remedy or claim under or by reason of this Agreement.
(iib) no Any Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including its Commitments and/or Loans, pursuant to an Assignment and Acceptance) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent Borrower, provided that no consent of the Parent Borrower shall be required for an assignment to a Lender or, if an Event of Default under subsection 9(a) or (f) has occurred and is continuing, to any other Person; provided, further, that if any Lender assigns all or a portion of its rights Commitment and obligations under this Agreement the Loans at the time owing to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignmentit); and
provided that (B) the Administrative Agent.
(ii) Assignments shall be subject to the following additional conditions:
(Ai) except in the case of an assignment to a LenderLender or a Lender Affiliate, each of the Parent Borrower and the Administrative Agent must give their prior written consent to such assignment (which consent shall not be unreasonably withheld or delayed), provided that the consent of the Administrative Agent shall be required for any assignment to an affiliate assignee in respect of any Revolving Facility, (ii) except in the case of an assignment to a Lender or an Approved Fund a Lender Affiliate or an assignment of the entire remaining amount of the assigning Lender’s Commitments Commitment or Loans, as the case may be, the amount of Commitments the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not (x) in the case of an assignment of a Revolving Commitment, Revolving Loan or Tranche A Term Loan, be less than $5.0 million 5,000,000, and (y) in the case of an assignment of a Tranche B-1 Term Loan, be less than $1,000,000, unless the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;
(Biii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500 3,500, (unless waived by the Administrative Agent in any given case); provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;
(Civ) the Assigneeassignee, if it shall not be already a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
Administrative Questionnaire, (Dv) any no assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only Global Revolving Commitments or Global Revolving Loans may be made to an assignee that cannot make Loans in each of the Qualified Global Currencies (other than Canadian dollars) and (vi) no assignment of Canadian Commitments or Canadian Dollar Loans may be made to an assignee that cannot make Loans in each of the Qualified Global Currencies; and provided further that any consent of any Borrower otherwise required under this paragraph shall not be required if an Event of Default under paragraph (a), (b), (h) or (i) of Article VII has occurred and is continuing. Any such assignment need not be ratable as among the Facilities. Subject to acceptance and recording thereof pursuant to paragraph (d) of this Section, from and after the effective date specified in each Assignment and Acceptance the assignee thereunder shall be a Person or group party hereto and, to the extent of Persons that qualifies as the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Canadian Facility Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.16, 2.17, 2.18 and 9.
Appears in 1 contract
Samples: Credit Agreement (SPX Corp)
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an the Issuing Lender that issues any Letter of Credit), except that (i) other than in accordance with subsection 8.3, the Borrowers no Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any Borrower without such consent shall be null and void) and ), (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section and (iii) no Lender may assign or otherwise transfer its rights or obligations hereunder to any Loan Party or any of its Affiliates.
(i) Subject to the conditions set forth in paragraph (b)(ii) belowbelow and subject to paragraph (a)(iii) above, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees Eligible Assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent of:
(A) the Company (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent Borrowerwithheld), provided that no consent of the Parent Borrower Company shall be required for an assignment to a Lender Lender, an affiliate of a Lender, an Approved Fund or, if an Event of Default under subsection 9(aSection 8.1(a) or (f8.1(f) has occurred and is continuing, to any other Person; and provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent Company shall be required for deemed to have consented to any such assignmentassignment unless the Company shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof; and
(B) the Administrative Agent,
(C) any Swingline Lender, and
(D) any Issuing Lender with LC Exposure exceeding $5,000,000 in the aggregate.
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may beCommitments, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 5,000,000 unless the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if anyconsents;
(B1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 and (unless waived 2) the assigning Lender shall have paid in full any amounts owing by it to the Administrative Agent in any given case)Agent; provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;and
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; andquestionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers and their Affiliates and their related parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.
(Diii) any Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, 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 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, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 10.5). Any assignment made or transfer by a Canadian Facility Lender of rights or obligations under this Agreement that does not comply with this Section 10.6 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 and to the extent permitted by paragraph (c) of this Section.
(iv) The Administrative Agent, acting for this purpose as an agent of the Borrowers, shall maintain at one of its Canadian Facility Commitment offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount (and stated interest thereon) of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall only be conclusive absent manifest error, and the Borrowers, the Administrative Agent, the Issuing Lender and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers and 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.
(i) Any Lender may, without the consent of the Borrowers or the Administrative Agent, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrowers, the Administrative Agent, the Issuing Lender and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement pursuant to which a Lender sells such a participation shall provide that 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 may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 10.1 and (2) directly affects such Participant. Subject to paragraph (c)(ii) of this Section, each Borrower agrees that each Participant shall be entitled to the benefits of, and subject to the limitations of, Sections 2.15, 2.16 and 2.17 to the same extent as if it were 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 10.7(b) as though it were a Lender, provided such Participant shall be subject to Section 10.7(a) as though it were a Lender.
(ii) A Participant shall not be entitled to receive any greater payment under Section 2.15, 2.16 or 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 applicable Borrower’s prior written consent. No Participant shall be entitled to the benefits of Section 2.16 unless such Participant complies with Sections 2.16(d), (e) and (f) as if it were a Lender.
(iii) In the event that any Lender sells a participation in a Loan, such Lender shall, acting solely for this purpose as an agent of the Borrowers, maintain a register on which it enters the name and address of all participants in the Loans held by it and the principal amount (and stated interest thereon) of the portion of the Loan which is the subject of the participation (the “Participation Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Register to any Person (including the identity of any participant or any information relating to a Person participant’s interest in any Revolving Commitments, Revolving Loans, Letters of Credit or group its other obligations under this Agreement) except to the extent that such disclosure is necessary to establish that such Revolving Commitment, Revolving Loan, Letter of Persons Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. A Loan may be participated in whole or in part only by registration of such participation on the Participation Register. Any transfer of such participation may be effected only by the Registration of such transfer on the Participation Register. The entries in the Participation Register shall be conclusive absent manifest error and such Lender shall treat such participants whose name is recorded in the Participation Register as the owner of such participation for all purposes of this Agreement, notwithstanding any notice to the contrary. The Participation Register shall be available for inspection by the Administrative Agent at any reasonable time upon reasonable prior notice.
(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 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 qualifies 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 Canadian Facility party hereto.
(e) Each Borrower, upon receipt of written notice from the relevant Lender, agrees to issue Notes to any Lender requiring Notes to facilitate transactions of the type described in paragraph (d) above.
(f) Notwithstanding the foregoing, any Conduit Lender may assign any or all of the Loans it may have funded hereunder to its designating Lender without the consent of the Borrowers or the Administrative Agent and without regard to the limitations set forth in Section 10.6(b) (but with regard to the requirements set forth in Section 10.6(b)(iv)). Each of the Borrowers, each Lender and the Administrative Agent hereby confirms that it will not institute against a Conduit Lender or join any other Person in instituting against a Conduit Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any state bankruptcy or similar law, for one year and one day after the payment in full of the latest maturing commercial paper note issued by such Conduit Lender; provided, however, that each Lender designating any Conduit Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage or expense arising out of its inability to institute such a proceeding against such Conduit Lender during such period of forbearance.
Appears in 1 contract
Samples: Credit Agreement (Lear Corp)
Successors and Assigns; Participations and Assignments. (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 (including any affiliate Affiliate of an Issuing Lender the Letter of Credit Issuer that issues any Letter of Credit), except that (i) other than except as set forth in accordance with subsection 8.3Section 10.3(a), the Borrowers Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section. 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 (including any Affiliate of the Letter of Credit Issuer that issues any Letter of Credit), Participants (to the extent provided in Section 13.6(d)) and, to the extent expressly contemplated hereby, the Indemnified Parties) 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) below13.6(b)(ii), any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”) Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent Borrower, ; provided that no consent of the Parent Borrower shall be required (x) for an assignment of any Term Loan to a Lender, an Affiliate of a Lender oror an Approved Fund (unless increased costs would result therefrom), (y) for an assignment of any Revolving Credit Loan or Additional/Replacement Revolving Credit Loan to a Revolving Lender or an Additional/Replacement Revolving Credit Lender or (z) if an Event of Default under subsection 9(a) or (f) Section 11 has occurred and is continuing, to any other Person; provided, further, that if the Borrower shall be deemed to have consented to any Lender assigns all or such assignment of a portion of its rights and obligations under this Agreement Term Loan unless it shall object thereto by written notice to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliateAdministrative Agent within 10 Business Days after having received notice thereof; provided, further, that it shall be understood that, without limitation, the Parent Borrower’s prior written Borrower shall have the right to withhold its consent shall to any assignment if, in order for such assignment to comply with Applicable Law, the Borrower would be required for such assignment; to obtain the consent of, or make any filing or registration with, any Governmental Authority, and
(B) the Administrative Agent.
(ii) Assignments shall be subject to the following additional conditions:
(A) except Agent and, in the case of Revolving Credit Commitments or Revolving Credit Loans, the Swingline Lender and each Letter of Credit Issuer; provided that no consent of the Administrative Agent shall be required for an assignment of any Term Loan to a Lender, an affiliate Affiliate of a Lender or an Approved Fund or an to any Purchasing Borrower Party or any Affiliated Lender. Notwithstanding the foregoing or anything to the contrary set forth herein, any assignment of the entire remaining amount of the assigning Lender’s Commitments any Loans to a Purchasing Borrower Party or Loans, as the case may be, the amount of Commitments or Loans of the assigning any Affiliated Lender shall also be subject to each such assignment (determined as the requirements of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million unless the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;
(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given caseSection 13.6(g); provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
(D) any assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only be made to a Person or group of Persons that qualifies as a Canadian Facility Lender.
Appears in 1 contract
Samples: Third Amendment, Extension and Incremental Assumption Agreement (LPL Financial Holdings Inc.)
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an the Issuing Lender that issues any Letter of Credit), except that (i) other than in accordance with subsection 8.3, the Borrowers no Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender (and any attempted assignment or transfer by any the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section 9.6. No assignment by a Lender hereunder shall be made to (i) any Borrower or any Borrower’s Affiliates or Subsidiaries, (ii) a natural person or (iii) an Assignee for which it is unlawful, or any Governmental Authority has asserted that it is unlawful, for such Assignee or its applicable lending office(s) to make, maintain or fund Loans to, or to participate in Letters of Credit issued for the account of, each Foreign Borrower that is a party to this Agreement at the time of such assignment.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or LoansCommitments, pursuant Multicurrency Subcommitments and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent BorrowerCompany, provided that no consent of the Parent Borrower Company shall be required for an assignment to a Lender, a Lender Affiliate, an Approved Fund or, if an any Event of Default under subsection 9(a) or (f) has occurred and is continuing, to any other Person; provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignment; and
(B) the Administrative Agent, each Issuing Lender(s), the Swingline Lender, and the Euro Swingline Lender provided that the consent of the Administrative Agent, each Issuing Lender, the Swingline Lender and the Euro Swingline Lender shall not be required for an assignment to an Assignee that is a Lender, a Lender Affiliate, 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, an affiliate of a Lender Affiliate or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may beCommitments, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 10,000,000 unless each of the Parent Borrower Company and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower Company shall be required if an Event of Default under subsection 9(a) or (f) has occurred and is continuing and (2) that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single assignee (or to an assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if anyminimum amount has been met;
(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 with respect to the Loans or the Commitment assigned, except that this clause (B) shall not apply to rights in respect of Swingline Loans, Euro Swingline Loans or Competitive Bid Loans;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 (unless waived by in the amount, if any, required as set forth in Schedule 9.6; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any given case); provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;
(C) the Assignee, if it shall is not be a Lender, shall deliver to the Administrative Agent an administrative questionnairequestionnaire in the form supplied by the Administrative Agent; and
(D) in the case of an assignment by a Multicurrency Lender of all or a portion of its Commitment, such assignment must include a ratable assignment of such Multicurrency Lender’s Multicurrency Subcommitment to the extent that the amount of its Commitment being assigned is greater than the excess, if any, of the amount of such Commitment over the amount of such Multicurrency Lender’s Multicurrency Subcommitment.
(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, 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 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, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.24, 2.25, 2.26 and 9.5). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.6 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 Administrative Agent, acting for this purpose as an agent of the Borrowers, 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 Lenders, and the Commitments of, and principal amount of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrowers, the Administrative Agent, the Issuing Lender and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers and any Lenders 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.
(i) Any Lender may, without the consent of the Borrowers, the Administrative Agent, the Swingline Lender, the Euro Swingline Lender or any Issuing Bank, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrowers, the Administrative Agent, the Issuing Lenders and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement pursuant to which a Lender sells such a participation shall provide that 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 may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 9.1 and (2) directly affects such Participant. Subject to paragraph (c)(ii) of this Section, each Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.24, 2.25 and 2.26 to the same extent as if it were 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 9.7(b) as though it were a Lender, provided such Participant shall be subject to Section 9.7(a) as though it were a Lender.
(ii) A Participant shall not be entitled to receive any greater payment under Section 2.24 or 2.25 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 Company’s prior written consent. Any Participant that is a Non-U.S. Lender shall not be entitled to the benefits of Section 2.25 unless such Participant complies with Section 2.25(d).
(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 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.
(e) Each Borrower, upon receipt of written notice from the relevant Lender, agrees to issue Notes to any Lender requiring Notes to facilitate transactions of the type described in this Section 9.6.
(f) The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
(g) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a Conduit Lender identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement. Each party hereto hereby agrees that (i) neither the grant to any Conduit Lender nor the exercise by any Conduit Lender of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrowers under this Agreement, (ii) no Conduit Lender shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Loan by a Conduit Lender hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Committed Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any Conduit Lender, it will not institute against, or join any other Person in instituting against, such Conduit Lender any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any Conduit Lender may (i) with notice to, but without prior consent of the Borrowers and the Administrative Agent and with the payment of a Canadian Facility Lender processing fee of $2,500, assign all or any portion of its Canadian Facility Commitment shall only be made right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a Person confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or group provider of Persons that qualifies as a Canadian Facility any surety or Guarantee or credit or liquidity enhancement to such Conduit Lender.
(h) Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Commitment and Loans pursuant to Section 9.6(b), Bank of America may, (i) upon 30 days’ notice to the Borrowers and the Lenders, resign as an Issuing Lender and/or (ii) upon 30 days’ notice to the Borrowers, resign as Swingline Lender and/or (iii) upon 30 days’ notice to the Borrowers, Bank of America, N.A., London Branch may resign as Euro Swingline Lender. In the event of any such resignation as Issuing Lender or as Swingline Lender or as Euro Swingline Lender, the Borrowers shall be entitled to appoint from among the Lenders a successor Issuing Lender, Swingline Lender or Euro Swingline Lender hereunder; provided, however, that no failure by the Borrowers to appoint any such successor shall affect the resignation of Bank of America as Issuing Lender or Swingline Lender, as the case may be, or Bank of America, N.A., London Branch as Euro Swingline Lender. If Bank of America resigns as Issuing Lender, it shall retain all the rights and obligations of the Issuing Lender hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Issuing Lender and all L/C Obligations with respect thereto (including the right to require the Lenders to fund risk participations in respect of any Letter of Credit pursuant to Section 2.8). If Bank of America resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to fund risk participations in outstanding Swingline Loans pursuant to Section 2.5. If Bank of America, N.A. London Branch resigns as Euro Swingline Lender, it shall retain all the rights of the Euro Swingline Lender provided for hereunder with respect to Euro Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to fund risk participations in outstanding Euro Swingline Loans pursuant to Section 2.5. If Bank of America resigns as Swingline Lender and as an Issuing Lender, Bank of America shall also resign as Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Kennametal Inc)
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an Issuing Lender that issues any Letter of Credit), except that (i) other than in accordance with subsection 8.3, the Borrowers may not assign or otherwise transfer any of their rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including its Commitments and/or Loans, pursuant to an Assignment and Acceptance) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent Borrower, provided that no consent of the Parent Borrower shall be required for an assignment to a Lender Lender, an affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default under subsection 9(a) or (f) has occurred and is continuing, to any other Person; provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignment; 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, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may be, the amount of Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million unless the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;
(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case)3,500; provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
(D) any assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only be made to a Person or group of Persons that qualifies as a Canadian Facility Lender.
Appears in 1 contract
Samples: Abl Credit Agreement (HSI IP, Inc.)
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an Issuing Lender that issues any Letter of Credit)hereby, except that (i) other than in accordance with subsection 8.3, the Borrowers Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section 10.6.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”) other than a Defaulting Lender, any Subsidiary of a Defaulting Lender, any natural person (or holding company, investment vehicle or trust for, or owned or operated by or for the primary benefit of, one or more natural persons), the Borrower or any of the Borrower’s Affiliates or Subsidiaries, all or a portion of its rights and obligations under this Agreement (including its Commitments and/or Loans, pursuant all or a portion of the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent Borrower, provided that no consent of the Parent Borrower shall be required for an assignment to a Lender (or an Affiliate of any Lender) or an Approved Fund or, if an Event of Default under subsection 9(aSection 8(a), (e) or (f) has occurred and is continuing, to any other Person; provided, and provided further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent Borrower shall be required for deemed to have consented to any such assignmentassignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof from the assigning Lender (with a copy to the Administrative Agent); and
(B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of any Loans to an Assignee that is a Lender (or 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, an affiliate Eligible Assignee that is an Affiliate of a any Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning LenderLexxxx’s Commitments or Loans, as the case may be, the amount of Commitments or the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 10,000,000 (or, if such Assignee is an Eligible Assignee that is an Affiliate of a Lender, $5,000,000) unless each of the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(a) or (f) has occurred and is continuing and (2) with respect to any Lender party to this Agreement on the Effective Date, such amounts shall be aggregated in respect of each such Lender and its affiliates or Approved Funds, if anyany Affiliate of such Lender that is an Eligible Assignee;
(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case)3,500; provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;and
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the Assignee of participations or subparticipations, or other compensating actions, to each of which the applicable Assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire its full pro rata share of all Loans in accordance with its Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the Assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.
(Diii) any Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, 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, shall have the rights and obligations of 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, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 10.5 but shall be subject to the limitations set forth therein); provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment made by a Canadian Facility Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from the Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6 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 Section 10.6(c).
(iv) The Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower (and such agency being solely to establish that the relevant obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations), shall maintain at one of its Canadian Facility Commitment offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the principal amount of the Loans owing to each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall only be conclusive, in the absence of manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and 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 Section 10.6(b) and any written consent to such assignment required by Section 10.6(b), 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.
(i) Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one or more banks or other entities (other than a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement pursuant to which a Lender sells such a participation shall provide that 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 may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 10.1 and (2) directly affects such Participant. Subject to Section 10.6(c)(ii), the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.6(b).
(ii) Notwithstanding anything to the contrary herein, a Participant shall not be entitled to receive any greater payment under Section 2.15 or 2.16 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 to such greater payments. Any Participant that is a Foreign Lender shall not be entitled to the benefits of Section 2.16 unless such Participant complies with Section 2.16(e).
(iii) Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, 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 Loan 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 Loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Loan or group other obligation is in registered form under Section 5f.103-1(c) of Persons the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and each 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. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
(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 any pledge or assignment to secure obligations to a Federal Reserve Bank or other central bank having jurisdiction over such Lender, and this Section 10.6 shall not apply to any such pledge or assignment of a security interest; provided that qualifies as no such pledge or assignment of a Canadian Facility security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or Assignee for such Lexxxx xs a party hereto.
(e) The Borrower, upon receipt of written notice from the relevant Lexxxx, agrees to issue Notes to any Lender requiring Notes to facilitate transactions of the type described in Section 10.6(d) above.
(f) Notwithstanding the foregoing, any Conduit Lender may assign any or all of the Loans it may have funded hereunder to its designating Lender without the consent of the Borrower or the Administrative Agent and without regard to the limitations set forth in Section 10.6(b). Each of the Borrower, each Lender and the Administrative Agent hereby confirms that it will not institute against a Conduit Lender or join any other Person in instituting against a Conduit Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any state bankruptcy or similar law, for one year and one day after the payment in full of the latest maturing commercial paper note issued by such Conduit Lender; provided, however, that each Lender designating any Conduit Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage, expense, obligations, penalties, actions, judgments, suits or any kind whatsoever arising out of its inability to institute such a proceeding against such Conduit Lender during such period of forbearance.
Appears in 1 contract
Samples: Bridge Term Loan Credit Agreement (PACIFIC GAS & ELECTRIC Co)
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an Issuing Lender that issues any Letter of Credit)hereby, except that (i) other than in accordance with subsection 8.3pursuant to Section 7.4, the Borrowers Company may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any Borrower the Company without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section 10.6.
(i) Subject to the conditions set forth in paragraph (b)(ii) belowbelow and subject to advance notice to the Company, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (other than (i) the Company or any affiliate of the Company or any natural person or (ii) to any Defaulting Lender or any of its Subsidiaries) (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent (such consent in each case, not to be unreasonably withheld or delayed) of:
(A1) the Parent BorrowerCompany (unless such assignment is to a Lender to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, provided at least BBB; (b) in the case of Xxxxx’x, at least Baa2; and (c) in the case of Fitch, at least BBB); and
(2) the Administrative Agent; provided, that (x) no consent of the Parent Borrower provided for in clause (2) above shall be required for an assignment to a Lender or, or an affiliate thereof and (y) no consent of the Company provided for in clause (1) above shall be required if an Event of Default under subsection 9(aSection 8(a) or (fe) has occurred and is continuing. Notwithstanding the foregoing, no Lender shall be permitted to assign any other Person; provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one (including all or a portion of its affiliates in connection with or in contemplation Commitments and the Loans at the time owing to it) to an Ineligible Assignee without the consent of the sale Company, which consent may be withheld in its sole discretion. Notwithstanding the foregoing or other disposition anything to the contrary otherwise contained herein, assignments of its interest in such affiliate, the Parent Borrower’s prior written consent Commitments or Loans by or to Xxxxxxx Xxxxx Bank USA to or by Xxxxxxx Xxxxx Lending Partners LLC shall be required for such assignment; and
(B) permitted without the Administrative Agentconsent of any party hereto.
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning LenderXxxxxx’s Commitments or and Loans, as the case may be, the amount of the Commitments or and Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 10 million, unless each of the Parent Borrower Company and the Administrative Agent otherwise consent; provided, provided that (1) no such consent of the Parent Borrower Company shall be required if an Event of Default under subsection 9(aSection 8(a) or (fe) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;
(B) the parties to each assignment (or, in the case of an assignment made pursuant to the exercise of the Company’s rights under Section 2.24, the Administrative Agent, as agent for the assigning Xxxxxx, and the Assignee) shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 (unless waived which shall be paid by the Administrative Agent assigning Lender or the Assignee or, in any given casethe case of an assignment made pursuant to the exercise of the Company’s rights under Section 2.24, by the assigning Lender, the Assignee, or the Company); provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;and
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent and the Company an administrative questionnaire.
(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, 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 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, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.20, 2.21, 2.22 and 10.5 with respect to facts and circumstances occurring prior to the effective date of such assignment). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6 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 10.6.
(iv) The Administrative Agent, acting for this purpose as an agent of the Company, 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 Lenders, and the Commitments of, and principal amount of and interest on the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). Subject to the last sentence of (b)(iii) above, the entries in the Register shall be conclusive in the absence of manifest error, and the Company, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Company or any Lender at any reasonable time and from time to time upon reasonable prior notice. The Administrative Agent shall provide a copy of the Register to the Company upon its request at any time and from time to time by electronic communication.
(v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender (or, in the case of an assignment made pursuant to the exercise of the Company’s rights under Section 2.24, the Administrative Agent, as agent for the 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 10.6 and any written consent to such assignment required by paragraph (b) of this Section 10.6, 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.
(i) Any Lender may, without the consent of the Company or the Administrative Agent, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); and
provided, that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) the Loan Parties, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents and (D) such Participant shall not be an Ineligible Participant. Any agreement pursuant to which a Lender sells such a participation shall provide that 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 may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly and adversely affected thereby pursuant to clause (A) of the proviso to the second sentence of Section 10.1(a) and (2) directly and adversely affects such Participant. Subject to paragraph (c)(ii) of this Section 10.6, the Company agrees that each Participant shall be entitled to the benefits of Sections 2.20, 2.21 and 2.22 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 10.6. Each Lender that sells a participation, acting solely for this purpose as a non-fiduciary agent of the Company, shall 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 this Agreement (the “Participant Register”); provided, that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Loans or its other obligations under this Agreement) except to the extent that such disclosure is necessary to establish that such Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive in the absence of manifest error, and such Lender, the Company and the Administrative Agent shall treat each person whose name is recorded in the Participant Register pursuant to the terms hereof as the owner of such participation for all purposes of this Agreement, notwithstanding notice to the contrary.
(ii) A Participant shall not be entitled to receive any greater payment under Section 2.20 or 2.21 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant. A Participant shall not be entitled to receive any funds directly from the Company in respect of Sections 2.20, 2.21, 2.22 or 10.7 unless such Participant shall have provided to Administrative Agent, acting for this purpose as an agent of the Company, such information as is required to be recorded in the Register pursuant to paragraph (b)(iv) above as if such Participant were a Lender. Any Participant shall not be entitled to the benefits of Section 2.21 unless such Participant complies with Sections 2.21(c), 2.21(d) and 2.21(e) as though it were a Lender.
(d) Any Lender may, without the consent of the Company or the Administrative Agent 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 any pledge or assignment to secure such Lender’s obligations to a Federal Reserve Bank or any central bank having jurisdiction over such Lender, and this Section 10.6 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.
(e) In connection with any assignment made pursuant hereto, the assigning Xxxxxx shall surrender the Note, if any, held by it and the Company shall, upon the request to the Administrative Agent by the assigning Lender or the Assignee, as applicable, execute and deliver to the Administrative Agent (in exchange for the outstanding Note of the assigning Lender) a Canadian Facility new Note to the order of such assigning Lender or Assignee, as applicable, in the amount equal to the amount of such assigning Lender’s or Assignee’s, as applicable, Commitment to it after giving effect to its Canadian Facility Commitment applicable assignment (or if the Commitments have terminated, the Loan of such party). Any Notes surrendered by the assigning Xxxxxx shall only be made returned by the Administrative Agent to a Person or group of Persons that qualifies as a Canadian Facility Lenderthe Company marked “cancelled.”
Appears in 1 contract
Samples: 364 Day Delayed Draw Term Loan Credit Agreement (General Motors Co)
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an Issuing Lender that issues any Letter of Credit)hereby, except that (i) other than in accordance with subsection 8.3, the Borrowers Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any the Borrower without such consent shall be null and void) and ), (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section and (iii) no Lender may assign or otherwise transfer its rights or obligations hereunder to any Loan Party or any of its Affiliates.
(i) Subject to the conditions set forth in paragraph (b)(ii) belowbelow and subject to paragraph (a)(iii) above, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:
(A) of the Parent BorrowerAdministrative Agent, provided that no consent of the Parent Borrower Administrative Agent shall be required for an assignment of all or any portion of a Loan to a Lender, an affiliate of a Lender or, if or an Event of Default under subsection 9(a) or (f) has occurred and is continuing, to any other Person; provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignmentApproved Fund; 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, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning LenderXxxxxx’s Commitments or Loans, as the case may beor, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 1,000,000 unless the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if anyconsents;
(B1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 and (unless waived 2) the assigning Lender shall have paid in full any amounts owing by it to the Administrative Agent in any given case)Agent; provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;and
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (Dwhich may contain material non-public information about the Borrower and its Affiliates and their related parties or their respective securities) any assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only will be made to a Person or group of Persons that qualifies as a Canadian Facility Lenderavailable and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.
Appears in 1 contract
Samples: Credit and Guarantee Agreement
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an the Issuing Lender that issues any Letter of Credit), except that (i) other than in accordance with subsection 8.3except for any assignment from any Foreign Subsidiary Borrower to the Parent Borrower expressly contemplated by Section 2.22(b), the Borrowers no Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section 10.6. 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 (including any affiliate of the Issuing Lender that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section 10.6) and, to the extent expressly contemplated hereby, the affiliates of each of the Administrative Agent, the Issuing Lender 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, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (other than (A) a natural person (or any holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person), (B) a Defaulting Lender, a subsidiary of a Defaulting Lender or a Person who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary of a Defaulting Lender, (C) a Disqualified Lender or (D) the Parent Borrower or any of its Subsidiaries) (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent (such consent not to be unreasonably withheld or delayedwithheld) of:
(A) the Parent Borrower, provided that no consent of the Parent Borrower shall be required for an assignment to a Lender Lender, an affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default under subsection 9(a) or (f) has occurred and is continuing, to any other Person; provided, further, provided further that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent Borrower shall be required for deemed to have consented to any such assignmentassignment unless the Parent Borrower shall object thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof; and
(B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of (x) any Revolving Credit Commitment to an Assignee that is a Revolving Credit Lender immediately prior to giving effect to such assignment or (y) 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, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may beLoans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 5,000,000 with respect to the Revolving Credit Commitments and the Revolving Credit Loans or $1,000,000 with respect to the Term Loans (in each case, other than in the case of an assignment of all of a Lender’s interests under this Agreement), unless each of the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates Affiliates or Approved Funds, if any;
(B) each partial assignment shall be made as an assignment of a proportionate part of each of the assigning Lender’s rights and obligations under this Agreement; provided that this clause shall not be construed to prohibit the assignment of a proportionate part of the assigning Lender’s rights and obligations in respect of the Revolving Credit Commitments or Term Loans;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 (unless waived by with only one such fee payable in connection with the Administrative Agent in any given case); provided that for concurrent simultaneous assignments to or by two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at that are administered or managed by the time of such assignments;same entity or affiliated entities); and
(CD) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (Dwhich may contain material non-public information about the Parent Borrower and its Affiliates and their related parties or their respective securities) any assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only will be made to a Person or group of Persons that qualifies as a Canadian Facility Lender.available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws
Appears in 1 contract
Samples: Credit Agreement (Conmed Corp)
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an the applicable Issuing Lender that issues any Letter of Credit), except that (i) other than in accordance with subsection 8.38.2, none of the Borrowers Loan Parties may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any Borrower Loan Party without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including its Commitments Commitment and/or Loans, pursuant to an Assignment and Acceptance) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:
(A) the The Parent Borrower, provided that no consent of the Parent Borrower shall be required for an assignment to a Lender Lender, an affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default under subsection 9(a) or (f) has occurred and is continuing, to any other Person; provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignment; 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, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may beLoans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 5,000,000 unless the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;
(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case)3,500; provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
(D) any assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only be made to an assignee with a Person or group of Persons that qualifies as a Non-Canadian Facility LenderAffiliate.
Appears in 1 contract
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an Issuing Lender that issues any Letter of Credit)hereby, except that (i) other than in accordance with subsection 8.3Subsection 8.7, the Borrowers may Borrower shall not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection Subsection 11.6.
(i) Subject to the conditions set forth in paragraph (b)(iiSubsection 11.6(b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including its Commitments and/or Term Loans, pursuant to an Assignment and Acceptance) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent Borrower, provided that no consent of the Parent Borrower shall be required for an assignment (x) to a Lender orLender, if an Event Affiliate of Default under subsection 9(a) a Lender, or an Approved Fund (f) has occurred and is continuing, to any other Personas defined below); provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates Affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliateAffiliate, the Parent Borrower’s prior written consent shall be required for such assignment, and, (y) if an Event of Default under Subsection 9.1(a) or (f) with respect to the Borrower has occurred and is continuing, to any other Person; and
(B) the Administrative Agent.Agent (such consent not to be unreasonably withheld); provided that no consent of the Administrative Agent shall be required for an assignment to a Lender or 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, an affiliate Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Initial Term Loan Commitments, Incremental Commitments or Loans, as the case may beLoans under any Facility, the amount of the Initial Term Loan Commitments, Incremental Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than in an amount of an integral multiple of $5.0 1.0 million unless the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(aSubsection 9.1(a) or (f) with respect to the Borrower has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates Affiliates or Approved Funds, if any;
(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case); provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and;
(D) any assignment made of Incremental Commitments or Loans to an Affiliated Lender shall also be subject to the requirements of Subsections 11.6(h) and (i); and
(E) any Term Loans acquired by a Canadian Facility Lender of its Canadian Facility Commitment the Borrower or any Subsidiary shall only be made to a Person or group of Persons that qualifies as a Canadian Facility Lenderretired and cancelled promptly upon acquisition thereof.
Appears in 1 contract
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an the Issuing Lender that issues any Letter of Credit), except that (i) other than in accordance with subsection 8.3, the Borrowers no Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender (and any attempted assignment or transfer by any Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section 10.6.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”), other than a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural person) or, except as provided in paragraph (f) below, to the Parent or any of its Subsidiaries or Affiliates, all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent of:
(A) the Parent (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent Borrower), provided that no consent of the Parent Borrower shall be required for an assignment to a Lender Lender, an affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default under subsection 9(a) or (f) has occurred and is continuing, to any other Person; and provided, further, that if the Parent shall be deemed to have consented to any such assignment unless the Parent shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof;
(B) in the case of any assignment of Revolving Loans and Revolving Commitments, each Issuing Lender assigns all and the Swingline Lender (such consents not to be unreasonably withheld or a portion of its rights and obligations under this Agreement delayed); and
(C) the Administrative Agent (such consent not to one of its affiliates in connection with be unreasonably withheld or in contemplation delayed), provided that no consent of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent Administrative Agent shall be required for such assignment; 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, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may be, the amount of Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million unless the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;
(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case); provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
(D) any assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only be made to a Person or group of Persons that qualifies as a Canadian Facility LenderFund.
Appears in 1 contract
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an Issuing Lender that issues any Letter of Credit), except that (i) other than in accordance with subsection 8.3pursuant to Section 7.7, neither the Borrowers Company nor any Subsidiary Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Company or any Subsidiary Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section.
(i) Subject to the conditions set forth in paragraph (b)(ii) belowbelow and subject to advance notice to the Company, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign to one or more assignees (other than to a Disqualified Lender the Company or any affiliate of the Company or any natural person) to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent (such consent in each case, not to be unreasonably withheld or delayed) of:
(A1) the Parent BorrowerCompany (unless such assignment is to a Lender to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, provided at least BBB; (b) in the case of Xxxxx’x, at least Baa2; and (c) in the case of Fitch, at least BBB);
(2) the Administrative Agent;
(3) in the case of any assignment of any rights or interest under the L/C Tranche Facility, each Material Issuing Lender at such time (unless such assignment is to a Lender who has an investment grade rating from two of S&P, Xxxxx’x and Fitch);
(4) [reserved]; and
(5) the Brazilian Administrative Agent (in the case of any assignment of Brazilian Loans); provided, that (x) no consent of the Parent Borrower provided for in clause (2) above shall be required for an assignment to a Lender oror an affiliate thereof, (y) no consents provided for in clause (3) above shall be required for an assignment to an L/C Tranche Lender and (z) no consent of the Company provided for in clause (1) above shall be required if an Event of Default under subsection 9(aSection 8.1(a) or (f) has occurred and is continuing. Notwithstanding the foregoing, no Lender shall be permitted to assign any other Person; provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one (including all or a portion of its affiliates in connection with or in contemplation Commitments and the Loans at the time owing to it) to an Ineligible Assignee without the consent of the sale or other disposition of Company, which consent may be withheld in its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignment; and
(B) the Administrative Agentsole discretion.
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or and Loans, as the case may be, the amount of the Commitments or and Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 10 million, unless each of the Parent Borrower Company and the Administrative Agent otherwise consent, provided provided, that (1) no such consent of the Parent Borrower Company shall be required if an Event of Default under subsection 9(aSection 8.1(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;
(B) the parties to each assignment (or, in the case of an assignment made pursuant to the exercise of the Company’s rights under Section 2.27, the Administrative Agent, as agent for the assigning Lender, and the Assignee) shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 (unless waived which shall be paid by the Administrative Agent assigning Lender or the Assignee or, in any given casethe case of an assignment made pursuant to the exercise of the Company’s rights under Section 2.27, by the assigning Lender, the Assignee, or the Company); provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;and
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent and the Company an administrative questionnaire.
(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, 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 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, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.23, 2.24, 2.25 and 10.5). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6 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 Administrative Agent, acting for this purpose as an agent of the Company, 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 Lenders, and the Commitments of, and principal amount of and interest on the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). Subject to the last sentence of (b)(iii) above, the entries in the Register shall be conclusive, and the Company, the Administrative Agent, the Issuing Lenders and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Company, at any reasonable time and from time to time upon reasonable prior notice. The Register shall be available for inspection by any Issuing Lender at any reasonable time and from time to time upon reasonable prior notice. The Administrative Agent shall provide a copy of the Register to the Company upon its request at any time and from time to time by electronic communication.
(v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender (or, in the case of an assignment made pursuant to the exercise of the Company’s rights under Section 2.27, the Administrative Agent, as agent for the 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.
(i) Any Lender may, without the consent of the Company, any Issuing Lender, the Brazilian Administrative Agent or the Administrative Agent, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); and
provided, that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) the Loan Parties, the Administrative Agent, the Brazilian Administrative Agent, the Issuing Lenders and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, the other Loan Documents and the Brazilian Intercreditor Agreement, (D) such Participant shall not be an Ineligible Participant, and (E) no later than January 31 of each year, such Lender shall provide the Company with a written description of each participation of Loans and/or Commitments by such Lender during the prior year (it being understood that any failure to provide notice shall not render the participation invalid). Any agreement pursuant to which a Lender sells such a participation shall provide that 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 may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly and adversely affected thereby pursuant to clause (A) of the proviso to the second sentence of Section 10.1(a) and (2) directly and adversely affects such Participant. Subject to paragraph (c)(ii) of this Section 10.6, the Company agrees that each Participant shall be entitled to the benefits of Sections 2.23, 2.24 and 2.25 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. Each Lender that sells a participation, acting solely for this purpose as a non-fiduciary agent of the Company, shall 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 this Agreement (the “Participant Register”); provided, that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Loans, Letters of Credit or its other obligations under this Agreement) except to the extent that such disclosure is necessary to establish that such Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive, and such Lender, the Company, the Brazilian Administrative Agent and the Administrative Agent shall treat each person whose name is recorded in the Participant Register pursuant to the terms hereof as the owner of such participation for all purposes of this Agreement, notwithstanding notice to the contrary.
(ii) A Participant shall not be entitled to receive any greater payment under Section 2.23 or 2.24 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant. A Participant shall not be entitled to receive any funds directly from the Company in respect of Sections 2.23, 2.24, 2.25 or 10.7 unless such Participant shall have provided to Administrative Agent, acting for this purpose as an agent of the Company, such information as is required to be recorded in the Register pursuant to paragraph (b)(iv) above as if such Participant were a Lender. Any Participant shall not be entitled to the benefits of Section 2.24 unless such Participant complies with Section 2.24(c) and 2.24(d) as though it were a Lender.
(d) Any Lender may, without the consent of the Company, the Brazilian Administrative Agent, the Administrative Agent or any Issuing Lender, 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 any pledge or assignment to secure such Lender’s obligations to a Federal Reserve Bank or any central bank having jurisdiction over such Lender, 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.
(e) In connection with any assignment made pursuant hereto, the assigning Lender shall surrender the Note held by it and the Company shall, upon the request to the Administrative Agent by the assigning Lender or the Assignee, as applicable, execute and deliver to the Administrative Agent (in exchange for the outstanding Note of the assigning Lender) a Canadian Facility new Note to the order of such assigning Lender or Assignee, as applicable, in the amount equal to the amount of such assigning Lender’s or Assignee’s, as applicable, Commitment to it after giving effect to its Canadian Facility Commitment applicable assignment (or if the Commitments have terminated, the Loan of such party). Any Notes surrendered by the assigning Lender shall only be made returned by the Administrative Agent to a Person or group of Persons that qualifies as a Canadian Facility Lenderthe Company marked “cancelled.”
Appears in 1 contract
Samples: 3 Year Revolving Credit Agreement (General Motors Financial Company, Inc.)
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an Issuing Lender the L/C Issuer that issues any Letter of CreditLC), except that (i) other than in accordance with subsection 8.3, the Borrowers DW Animation may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any Borrower DW Animation without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent of:
(A) DW Animation (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent Borrower, withheld); provided that no consent of the Parent Borrower DW Animation shall be required for an assignment to a Lender Lender, an affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default under subsection 9(aSection 8(a) or (f) has occurred and is continuing, to any other Person; provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignment; 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, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may beLoans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 1,000,000 unless the Parent Borrower each of DW Animation and the Administrative Agent otherwise consent, ; provided that (1) no such consent of the Parent Borrower DW Animation shall be required if an Event of Default under subsection 9(aSection 8(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;
(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case)3,500; provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;and
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
(D) any assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only be made to a Person or group of Persons that qualifies as a Canadian Facility Lender.
Appears in 1 contract
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an the applicable Issuing Lender that issues any Letter of Credit), except that (i) other than in accordance with subsection Section 8.3, the Borrowers Parent Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any the Parent Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with Section 2.10(e), 2.12, 4.13(d), 4.14(c), 11.1(g), 11.1(h) or this subsection Section 11.6.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, assign (other than to a Disqualified Lender (so long as the Parent Borrower has made the list of Disqualified Lenders available to the Administrative Agent, who may make it available to all Lenders) or any natural person) to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including its any Tranche of Commitments and/or Loans, pursuant to an Assignment and Acceptance, substantially in the form of Exhibit F) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent Borrower, provided that no consent of the Parent Borrower shall be required (x) for an assignment of Term Loans to a Lender orLender, an affiliate of a Lender, an Approved Fund (as defined below) or (y) if an Event of Default under subsection Section 9(a) or (f9(f) with respect to the Parent Borrower has occurred and is continuing, to any other Person; provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignment; and;
(B) the Administrative AgentAgent (such consent not to be unreasonably withheld or delayed), provided that no consent of the Administrative Agent shall be required for an assignment to a Lender or an affiliate of a Lender or an Approved Fund (as defined below);
(C) in the case of assignments of L/C Participations, each Issuing Lender (such consent not to be unreasonably withheld or delayed); and
(D) in the case of assignments of Revolving Commitments, each Issuing Lender and Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed).
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may beLoans under any Facility, the amount of the Commitments or Loans (or, in the case of Revolving Loans denominated in a Designated Foreign Currency, the Dollar Equivalent of the amount of such Loans) of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1.0 million (in the case of Term Loans) and $5.0 million (in the case of Revolving Loans and Revolving Commitments), in each case unless the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection Section 9(a) or (f9(f) with respect to the Parent Borrower has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;
(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case)3,500; provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
(D) any assignment made by a Canadian Facility Lender in the case of its Canadian Facility Commitment assignments of L/C Participations, the assignee shall only be made have delivered to a Person or group of Persons that qualifies as a Canadian Facility Lenderthe Parent Borrower and the Administrative Agent the documents required pursuant to Section 4.11(b).
Appears in 1 contract
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an any Issuing Lender that issues any Letter of Credit), except that (i) other than in accordance with subsection 8.3, the Borrowers Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section.
(iA) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Defaulting Lender or any Disqualified Institution without the consent of the Borrower or to any natural person) to one or more assignees (each, an “Assignee”) ), all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:
(Aa) the Parent Borrower, ; provided that (i) no consent of the Parent Borrower shall be required for an assignment of (x) Term Loans or New Term Loans to a Lender, an Affiliate of a Lender, an Approved Fund (as defined below), and (y) Revolving Loans to a Revolving Lender (other than a Defaulting Lender), or, in each case, if an Event of Default under subsection 9(aSections 8(a) or (f8(f) has occurred and is continuing, to any other Person; provided, further, that if any Lender assigns all or Person and (ii) a portion of its rights and obligations consent under this Agreement clause (A) shall be deemed given if the Borrower shall not have objected in writing to one the proposed assignment within ten Business Days after receipt by it of its affiliates in connection with or in contemplation a written notice thereof from the Administrative Agent; and
(b) the Administrative Agent; provided that no consent of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent Administrative Agent shall be required for such assignmentan assignment of all or any portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund or of a Revolving Loan to a Revolving Lender; and
(Bc) in the Administrative Agentcase of an assignment under a Revolving Facility, each Issuing Lender and Swingline Lender for such Facility.
(iiB) Assignments shall be subject to the following additional conditions:
(Aa) except in the case of an assignment to a Lender, an affiliate Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may beLoans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative AgentAgent or (II) if earlier, the “trade date” (if any) specified in such Assignment and Assumption) shall not be less than (x) $5.0 million 5,000,000, in the case of a Revolving Facility or (y) $1,000,000, in the case of each other Facility, unless the Parent Borrower and the Administrative Agent otherwise consent, ; provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(aSection 8(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;
(Bb) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case)3,500; provided that for concurrent only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;Funds; and
(Cc) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
(D) any assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only be made to a Person or group of Persons that qualifies as a Canadian Facility Lender.
Appears in 1 contract
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an Issuing Lender that issues any Letter of Credit)hereby, except that (i) other than in accordance with subsection 8.3, the Borrowers Company may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any Borrower the Company without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent (such consent in each case, not to be unreasonably withheld or delayed) of:
(A1) the Parent BorrowerCompany; and
(2) the Administrative Agent; provided, provided that no consent none of the Parent Borrower foregoing consents in relation to any Term Loan shall be required for an assignment to a Lender, an affiliate of a Lender, an Approved Fund of a Lender or, in the case of the Company only, if an Event of Default under subsection 9(apursuant to Section 7(a) or (f7(e) has occurred and is continuing, to any other Person; provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignment; 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, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may beLoans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 1,000,000 unless each of the Parent Borrower Company and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower Company shall be required if an Event of Default under subsection 9(apursuant to Section 7(a) or (f7(e) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each concurrent assignments to or by a Lender and its affiliates or Approved Funds, if anyshall be aggregated to determine compliance with this clause (A);
(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case)3,500; provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;and
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
(D) any assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only be made to a Person or group of Persons that qualifies as a Canadian Facility Lender.
Appears in 1 contract
Samples: Contribution Agreement (Daimler Ag)
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an the Issuing Lender that issues any Letter of Credit), except that (i) other than in accordance with subsection 8.3, none of the Borrowers may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including including, without limitation, its Commitments Revolving Commitment and/or Loans, pursuant to an Assignment and Acceptance) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent Borrower, ; provided that no consent of the Parent Borrower shall be required for an assignment to a Lender Lender, an affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default under subsection 9(a) or (f) has occurred and is continuing, to any other Person; provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignment; and
(B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment to a Lender or an affiliate of a Lender.
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Revolving Commitments or Loans, as the case may be, the amount of Revolving Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million unless the Parent Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;
(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case)3,500; provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;; and
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
(D) any assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only be made to a Person or group of Persons that qualifies as a Canadian Facility Lender.
Appears in 1 contract
Samples: Revolving Credit Agreement (Great North Imports, LLC)
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an the Issuing Lender that issues any Letter of Credit), except that (i) other than in accordance with subsection 8.3, the Borrowers no Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any such Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than may (and, within five days after notice by the Company to a Conduit Lender may, in the ordinary course of business and in accordance with applicable lawSection 2.20, shall) assign (other than to a Disqualified Lender or any natural person) to one or more assignees Eligible Assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Commitments and/or Loans, pursuant and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent of:
(A) the Company (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent Borrowerwithheld), provided that no consent of the Parent Borrower Company shall be required for an assignment to a Lender Lender, an affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default under subsection 9(aSection 8(a) or (f) has occurred and is continuing, to any other Person; provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignment; and
(B) the Administrative AgentAgent and each Issuing Lender (each such consent not to be unreasonably withheld), provided that no consent of the Administrative Agent or the Issuing Lenders shall be required for an assignment 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, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Revolving Commitments or and Loans, as the case may be, the amount of the Revolving Commitments or and Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 5,000,000 in the case of a Revolving Commitment (and the corresponding ratable portion of the Loans) unless each of the Parent Borrower Company and the Administrative Agent otherwise consent, provided that (1) no such consent of the Parent Borrower Company shall be required if an Event of Default under subsection 9(aSection 8(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;
(B) any assignment of all or any part of the Revolving Commitment of any Lender shall include a ratable assignment of its Loans, and vice versa;
(1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 and (unless waived 2) the assigning Lender shall have paid in full any amounts owing by it to the Administrative Agent in any given case)Agent; provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;and
(CD) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (Dwhich may contain material non-public information about the Company and its Affiliates and their related parties or their respective securities) any assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only will be made to a Person or group of Persons that qualifies as a Canadian Facility Lenderavailable and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.
Appears in 1 contract
Samples: Credit Agreement (First Solar, Inc.)
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an the Issuing Lender that issues any Letter of Credit), except that (i) other than in accordance with subsection 8.3, the Borrowers Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section 10.6.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”), other than a natural person or, except as provided in (g) below, to the Borrower or any of its Subsidiaries, all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent of:
(A) the Borrower (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent Borrowerwithheld), provided that no consent of the Parent Borrower shall be required for an assignment to a Lender Lender, an affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default under subsection 9(a) or (f) has occurred and is continuing, to any other Person; and provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent Borrower shall be required for deemed to have consented to any such assignmentassignment unless the Borrower shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof; and
(B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment 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, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may beLoans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 5,000,000 (or, in the case of the Tranche B Term Facility or the Incremental Term Facility, $1,000,000) unless each of the Parent Borrower and the Administrative Agent otherwise consentconsents, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;
(B1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 and (unless waived 2) the assigning Lender shall have paid in full any amounts owing by it to the Administrative Agent in any given case)Agent; provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;and
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (Dwhich may contain material non-public information about the Borrower and its Affiliates and their related parties or their respective securities) any assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only will be made to a Person or group of Persons that qualifies as a Canadian Facility Lenderavailable and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.
Appears in 1 contract
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an Issuing Lender that issues any Letter of Credit)hereby, except that (i) other than in accordance with subsection 8.3, the Borrowers Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6(and any attempted assignment or transfer by a Lender without the consent of the Borrower or the Administrative Agent, if such consent is required by this subsection, shall be null and void). 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 subsection) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative 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, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant Commitment and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent (such consent not to be unreasonably withheld or delayedwithheld) of:
(A) the Parent Borrower, provided that no consent of the Parent Borrower shall be required for an assignment to (x) a Lender or an affiliate of a Lender unless such assignment would result in increased costs to the Borrower or, (y) if an Event of Default under subsection 9(aclause (a) or (fg) of Section 7 has occurred and is continuing, to any other Person; provided, further, that if any Lender assigns all or a portion of its rights and obligations under this Agreement to one of its affiliates in connection with or in contemplation of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent shall be required for such assignmentAssignee; and
(B) the Administrative Agent, provided that no consent of the Administrative Agent 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, Lender or an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may be, the amount of Commitments or Loans the Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million unless 5,000,000 and, in the Parent case of a partial assignment by a Lender the amount of the Commitment of the assigning Lender after giving effect thereto may not be less than $5,000,000, unless, in either case, each of the Borrower and the Administrative Agent otherwise consentconsent (such consent not to be unreasonably withheld), provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(aclause (a) or (fg) of Section 7 has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if anycontinuing;
(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, provided that (i) this clause shall not apply to rights in respect of outstanding Competitive Loans and (ii) with the consent of the Borrower and the Administrative Agent (such consent not to be unreasonably withheld), a Lender may assign portions of its U.S. Commitment without assigning a proportionate share of its Multicurrency Commitment if either (x) such proportionate share of such Multicurrency Commitment shall be assumed by another Lender or (y) if the Borrower so agrees, such proportionate share of such Multicurrency Commitment shall be terminated;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in any given case)3,500; provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;and
(CD) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; andAdministrative Questionnaire.
(Diii) any assignment made Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this subsection, 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 Canadian Facility 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 Canadian Facility Commitment shall only be made to a Person or group of Persons that qualifies as a Canadian Facility Lender.obligations under this Agreement (and, in the
Appears in 1 contract
Samples: 364 Day Competitive Advance and Revolving Credit Facility (Delphi Corp)
Successors and Assigns; Participations and Assignments. (a) The provisions of this This Agreement shall be binding upon and inure to the benefit of the parties hereto Borrower, the Lenders, the Arranger, the Agents, all future holders of the Loans and their respective successors and assigns permitted hereby (including any affiliate of an Issuing Lender that issues any Letter of Credit)assigns, except that (i) other than in accordance with subsection 8.3, the Borrowers Loan Parties may not assign or otherwise transfer any of their rights or obligations hereunder under this Agreement without the prior written consent of the Arranger, the Agents and each Lender (and any attempted assignment or transfer by any Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Lender.
(ib) Subject to Any Lender may (x) with the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in written consent of the ordinary course of business Collateral Agent and in accordance with applicable lawTerm Loan B Agent, assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”) other lenders or other entities all or a portion of its rights and obligations under this Agreement with respect to all or a portion of its Term Loan Commitment and any Term Loan made by it and (including its Commitments and/or Loans, pursuant to an Assignment and Acceptancey) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent Borrower, provided that no consent of the Parent Borrower shall be required for an assignment Issuing Lender, the Swing Line Lender and the Agents, assign to a Lender or, if an Event of Default under subsection 9(a) one or (f) has occurred and is continuing, to any more other Person; provided, further, that if any Lender assigns lenders or other entities all or a portion of its rights and obligations under this Agreement with respect to one all or a portion of its affiliates Revolving Credit Commitment and the Revolving Credit Loans made by it; provided, however, that (i) such assignment is in connection with an amount which is at least $5,000,000 or a multiple of $1,000,000 in contemplation excess thereof (or the remainder of the sale or other disposition of its interest in such affiliate, the Parent BorrowerLender’s prior written consent Commitment) (except such minimum amount shall be required for such assignment; and
(B) the Administrative Agent.
(ii) Assignments shall be subject not apply to the following additional conditions:
(A) except in the case of an assignment by a Lender to (x) a Lender, an affiliate Affiliate of a Lender or a Related Fund of a Lender or (y) a group of new Lenders, each of whom is an Approved Affiliate or Related Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may be, the amount of Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered other to the Administrative Agentextent the aggregate amount to be assigned to all such new Lenders is at least $5,000,000 or a multiple of $1,000,000 in excess thereof), (ii) shall not be less than $5.0 million unless except as provided in the Parent Borrower and the Administrative Agent otherwise consentlast sentence of this Section 10.6(b), provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;
(B) the parties to each such assignment shall execute and deliver with any of the consents required pursuant to this Section to the Administrative Agent an Assignment and Acceptance substantially in the form of Exhibit D (an “Assignment and Acceptance”), together with any promissory note subject to such assignment and such parties shall deliver to the Administrative Agent, for the benefit of the Administrative Agent, a processing and recordation fee of $3,500 (unless waived except the payment of such fee shall not be required in connection with an assignment by a Lender to a Lender, an Affiliate of a Lender or a Related Fund of a Lender) and (iii) no written consent of the Issuing Lender, the Swing Line Lender or any Agent shall be required (1) in connection with any assignment by a Lender to a Lender, an Affiliate of a Lender or a Related Fund of such Lender or (2) if such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of such Lender. Except as provided in the third to last sentence of this Section 10.6(b), upon such execution, delivery and acceptance, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least 3 Business Days after the delivery thereof to the Administrative Agent (or such shorter period as shall be agreed to by the Administrative Agent and the parties to such assignment), (A) the assignee thereunder shall become a “Lender” hereunder and, in addition to the rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and (B) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Notwithstanding anything to the contrary contained in this Section 10.6(b), a Lender may assign any given caseor all of its rights under the Loan Documents to an Affiliate of such Lender or a Related Fund with respect to such Lender without delivering an Assignment and Acceptance to the Agents or to any other Person (a “Related Party Assignment”); provided, however, that (I) the Borrower and the Administrative Agent may continue to deal solely and directly with such assigning Lender in connection with the interest so assigned until an Assignment and Acceptance has been delivered to the Administrative Agent for recordation on the Register, (II) the Collateral Agent may continue to deal solely and directly with such assigning Lender until receipt by the Collateral Agent of a copy of the fully executed Assignment and Acceptance pursuant to Section 10.6(e), (III) the failure of such assigning Lender to deliver an Assignment and Acceptance to the Agents shall not affect the legality, validity, or binding effect of such assignment, (IV) an Assignment and Acceptance between the assigning Lender and an Affiliate of such Lender or a Related Fund of such Lender shall be effective as of the date specified in such Assignment and Acceptance and recorded on the Related Party Register (as defined below), and (V) the assigning Lender shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, keep a register of such assignment comparable to the Register (the “Related Party Register”). The Related Party Register shall be available for inspection by the Borrowers from time to time upon reasonable notice. So long as no Event of Default exists, any Lender making an assignment under this Section 10.6 shall use reasonable efforts to make such assignment to an assignee that would not be entitled to any additional amounts under Section 2.22 to which the assigning Lender would not be entitled.
(c) By executing and delivering an Assignment and Acceptance, the assigning Lender and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, the assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto; (ii) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or any of its Subsidiaries or the performance or observance by any Loan Party of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement and the other Loan Documents, together with such other documents and information it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the assigning Lender, any Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Loan Documents; (v) such assignee appoints and authorizes the Agents to take such action as agents on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agents by the terms hereof and thereof, together with such powers as are reasonably incidental hereto and thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement and the other Loan Documents are required to be performed by it as a Lender.
(d) The Administrative Agent shall maintain, or cause to be maintained at its office, a copy of each Assignment and Acceptance delivered to and accepted by it. The Borrower, the Agents and the Lenders shall treat each Person whose name is recorded in the Register (and any Lender that makes a Related Party Assignment shall treat each Person whose name is recorded in the Related Party Register) as a Lender hereunder for all purposes of this Agreement. In the case of any assignment or transfer of all or part of a Loan evidenced by a Note, Borrower shall issue one or more new Notes in the same aggregate principal amount to the designated assignee, and the old Notes shall be returned by the Administrative Agent to the Borrower marked “canceled.”
(e) Upon receipt by the Administrative Agent of a completed Assignment and Acceptance, and subject to any consent required from the Administrative Agent, the Collateral Agent, the Term Loan B Agent, the Issuing Lender or the Swing Line Lender pursuant to Section 10.6(b) (which consent of the Collateral Agent, the Term Loan B Agent, the Issuing Lender and the Swing Line Lender, as applicable, must be evidenced by the Collateral Agent’s, the Term Loan B Agent’s, the Issuing Lender’s and the Swing Line Lender’s execution of an acceptance to such Assignment and Acceptance), the Administrative Agent shall accept such assignment, record the information contained therein in the Register and provide to the Collateral Agent a copy of the fully executed Assignment and Acceptance.
(f) Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitments, the Loans made by it and its Pro Rata Share of the Letter of Credit Usage); provided that (i) such Lender’s obligations under this Agreement (including without limitation, its Commitments hereunder) and the other Loan Documents shall remain unchanged; (ii) such Lender shall remain solely responsible to the other parties hereto for concurrent assignments the performance of such obligations, and the Borrower, the Agents and the other Lenders shall continue to two deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents; and (iii) a participant shall not be entitled to require such Lender to take or omit to take any action hereunder except (A) action directly effecting an extension of the maturity dates or decrease in the principal amount of the Loans or the reimbursement obligations with respect to Letters of Credit, (B) action directly effecting an extension of the due dates or a decrease in the rate of interest payable on the Loans or the fees payable under this Agreement, or (C) actions directly effecting a release of all or a substantial portion of the Collateral or any Loan Party (except as set forth in Section 9.12 of this Agreement or any other Loan Document). The Loan Parties agree that each participant shall be entitled to the benefits of Section 2.21 and Section 2.22 of this Agreement with respect to its participation in any portion of the Commitments and the Loans as if it was a Lender; provided, that a participant shall not be entitled to receive any greater payment under Section 2.21 or 2.22 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. In the event that any Lender sells participations in a Registered Loan, such Lender shall maintain a register, acting for this purpose as a non-fiduciary agent of the Borrowers, on which it enters the name of all participants in the Registered Loans held by it and the principal amount (and stated interest thereon) of the portion of the Registered Loan that is the subject of the participation (the “Participant Register”). A Registered Loan (and the registered note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each registered note shall expressly so provide). Any participation of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register. The Participant Register shall be available for inspection by the Borrower from time to time upon reasonable prior notice.
(g) The Loan Parties hereby acknowledge that the Lenders and their Affiliates may sell or securitize the Loans (a ”Securitization”) through the pledge of the Loans as collateral security for loans to the Lenders or their Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Xxxxx’x, Standard & Poor’s or one or more Approved Funds other rating agencies (the “Rating Agencies”). The Loan Parties shall cooperate with the Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such assignment fee shall only additional documents, as reasonably requested by the Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs on the Loan Parties and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Loan Parties under the Loan Documents or change or affect in a manner adverse to the Loan Parties the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the ”Liabilities”) to which the Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be paid once stated therein, or necessary in respect order to make the statements therein, in light of the circumstances under which they were made, not misleading, and at such indemnity shall survive any transfer by the time Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse the Lenders and their Affiliates for any legal or other reasonable out of pocket expenses reasonably incurred by such assignments;Persons in connection with defending the Liabilities.
(Ch) For the Assigneeavoidance of doubt, if it the parties to this Agreement acknowledge that the provisions of this Section concerning assignments of Loans and Notes relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests in Loans and Notes, including, without limitation, any pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bank in accordance with applicable law.
(i) For the avoidance of doubt, no assignment shall not be or shall be deemed to be a Lenderdischarge, rescission, extinguishment, novation or substitution of any Loan and any Loan so assigned shall deliver continue to be the Administrative Agent an administrative questionnaire; and
(D) any assignment made by same obligation and not a Canadian Facility Lender of its Canadian Facility Commitment shall only be made to a Person or group of Persons that qualifies as a Canadian Facility Lendernew obligation.
Appears in 1 contract
Successors and Assigns; Participations and Assignments. (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 (including any affiliate of an the Issuing Lender that issues any Letter of Credit), except that (i) other than in accordance with subsection 8.3, the Borrowers no Borrower may not assign or otherwise transfer any of their its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender (and any attempted assignment or transfer by any Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this subsection 11.6Section 10.6.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than a Conduit Lender may, in the ordinary course of business and in accordance with applicable law, may assign (other than to a Disqualified Lender or any natural person) to one or more assignees (each, an “Assignee”), other than a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural person) or, except as provided in paragraph (f) below, to the Parent or any of its Subsidiaries or Affiliates, all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or Loans, pursuant and the Loans at the time owing to an Assignment and Acceptanceit) with the prior written consent of:
(A) the Parent (such consent not to be unreasonably withheld or delayed) of:
(A) the Parent Borrower), provided that no consent of the Parent Borrower shall be required for an assignment to a Lender Lender, an affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default under subsection 9(a) or (f) has occurred and is continuing, to any other Person; and provided, further, that if the Parent shall be deemed to have consented to any such assignment unless the Parent shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof;
(B) in the case of any assignment of Revolving Loans and Revolving Commitments, each Issuing Lender assigns all and the Swingline Lender (such consents not to be unreasonably withheld or a portion of its rights and obligations under this Agreement delayed); and
(C) the Administrative Agent (such consent not to one of its affiliates in connection with be unreasonably withheld or in contemplation delayed), provided that no consent of the sale or other disposition of its interest in such affiliate, the Parent Borrower’s prior written consent Administrative Agent shall be required for such assignment; and
(B) the Administrative Agentan assignment 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, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, as the case may beLoans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5.0 million 5,000,000 (or, in the case of any Incremental Term Facility, $1,000,000) unless each of the Parent Borrower and the Administrative Agent otherwise consentconsents, provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under subsection 9(a) or (f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;
(B1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 and (unless waived 2) the assigning Lender shall have paid in full any amounts owing by it to the Administrative Agent in any given case)Agent; provided that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments;and
(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and
Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (Dwhich may contain material non-public information about the Parent and its Affiliates and their related parties or their respective securities) any assignment made by a Canadian Facility Lender of its Canadian Facility Commitment shall only will be made to a Person or group of Persons that qualifies as a Canadian Facility Lenderavailable and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.
Appears in 1 contract
