Successors; 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, except that the Borrower may not assign or otherwise transfer any of its rights under this Agreement without the prior written consent of all the Banks. (b) Any Bank may at any time grant to one or more banks or other institutions (each a "PARTICIPANT") participating interests in its Commitment or any or all of its Loans. If a Bank grants any such participating interest to a Participant, whether or not upon notice to the Borrower and the Agent, such Bank shall remain responsible for the performance of its obligations hereunder, and the Borrower and the Agent shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; PROVIDED that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement described in clause (i), (ii) or (iii) of Section 9.05 without the consent of the Participant. An assignment or other transfer which is not permitted by Section 9.06(c) or 9.06(d) below shall be given effect for purposes of this Agreement only to the extent of a participating interest granted in accordance with this subsection. (c) Any Bank may at any time assign to one or more banks or other institutions (each an "ASSIGNEE") all, or a proportionate part (equivalent to an initial Commitment of not less than $5,000,000) of all, of its rights and obligations under this Agreement and its Note, and such Assignee shall assume such rights and obligations, pursuant to an Assignment and Assumption Agreement substantially in the form of Exhibit G hereto signed by such Assignee and such transferor Bank, with (and subject to) the subscribed consent of the Borrower (which shall not be unreasonably withheld) and the Agent; PROVIDED that (i) if an Assignee is an affiliate of such transferor Bank or was a Bank immediately before such assignment, no such consent shall be required but notice of such assignment shall be promptly provided to the Borrower and (ii) such assignment may, but need not, include rights of the transferor Bank in respect of outstanding Money Market Loans. When such instrument has been signed and delivered by the parties thereto and such Assignee has paid to such transferor Bank the purchase price agreed between them, such Assignee shall be a Bank party to this Agreement and shall have all the rights and obligations of a Bank with a Commitment as set forth in such instrument of assumption, and the transferor Bank shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection, the transferor Bank, the Agent and the Borrower shall make appropriate arrangements so that, if required, a new Note is issued to the Assignee. In connection with any such assignment, the transferor Bank shall pay to the Agent an administrative fee for processing such assignment in the amount of $2,500. If the Assignee is not incorporated under the laws of the United States or a State thereof, it shall deliver to the Borrower and the Agent certification as to exemption from deduction or withholding of United States federal income taxes in accordance with Section 8.04. (d) Any Bank may at any time assign all or any portion of its rights under this Agreement and its Note to a Federal Reserve Bank. No such assignment shall release the transferor Bank from its obligations hereunder. (e) No Assignee, Participant or other transferee of any Bank's rights and no Designated Lender designated by any Designating Bank shall be entitled to receive any greater payment under Section 8.03 or 8.04 than such Bank or Designating Bank would have been entitled to receive with respect to the rights transferred, unless such transfer is made with the Borrower's prior written consent or by reason of the provisions of Section 8.02, 8.03 or 8.04 requiring such Bank to designate a different Applicable Lending Office under certain circumstances.
Appears in 3 contracts
Samples: Credit Agreement (Thomas & Betts Corp), 364 Day Credit Agreement (Thomas & Betts Corp), Credit Agreement (Thomas & Betts Corp)
Successors; 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, except that the no Borrower may not assign or otherwise transfer any of its rights and obligations under this Agreement without the prior written consent of all the BanksLenders.
(b) Any Bank Lender may at any time grant to one or more banks or other institutions (other than the Parent or any of its Subsidiaries or Affiliates) (each a "PARTICIPANT"“Participant”) participating interests in its Commitment or any or all of its LoansAdvances. If a Bank Lender grants any such participating interest to a Participant, whether or not upon notice to the Borrower Borrowers and the Administrative Agent, such Bank Lender shall remain responsible for the performance of its obligations hereunder, and the Borrower Borrowers and the Administrative Agent shall continue to deal solely and directly with such Bank Lender in connection with such Bank's Lender’s rights and obligations under this Agreement. Any agreement pursuant to which any Bank Lender may grant such a participating interest shall provide that such Bank Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower Borrowers hereunder including, without limitation, including the right to approve any amendment, modification or waiver of any provision of this Agreement; PROVIDED provided that such participation agreement may provide that such Bank Lender will not agree to any modification, amendment or waiver of this Agreement described in clause Section 9.01 (i), a) and (iib) or (iii) of Section 9.05 without the consent of the Participant. The Borrower agrees that each Participant shall, to the extent provided in its participation agreement, be entitled to the benefits of Sections 2.11, 2.13 and 9.04(c) and with respect to its participating interest. An assignment or other transfer which is not permitted by Section 9.06(c) or 9.06(d) below shall be given effect for purposes of this Agreement only to the extent of a participating interest granted in accordance with this subsection.
(c) Any Bank Lender may at any time assign to one or more banks or other institutions (each an "ASSIGNEE"“Assignee”) all, or a proportionate part (equivalent to an initial Commitment of not less than $5,000,00010,000,000) of all, of its rights and obligations under this Agreement and its Note, and such Assignee shall assume such rights and obligations, pursuant to an Assignment and Assumption Agreement substantially in the form of Exhibit G C hereto signed by such Assignee and such transferor BankLender, with (and subject to) the subscribed consent of the Borrower Parent, each Issuing Bank and the Administrative Agent (which consent shall not be unreasonably withheld) and the Agentwithheld or delayed); PROVIDED provided that (i) if an Assignee is an affiliate of such transferor Bank Lender or was a Bank Lender immediately before such assignment, no such consent of the Parent shall be required but notice of such assignment shall be promptly provided to the Borrower and required, (ii) such assignment may, but need not, include rights of the transferor Bank Lender in respect of outstanding Money Market LoansCompetitive Bid Advances, (iii) no such consent of the Parent shall be required if at the time an Event of Default exists, (iv) such consent shall be deemed to have been given by the Parent, each Issuing Bank or the Administrative Agent, as the case may be, if it shall not have responded to a written request for consent within five Business Days of its receipt thereof and (v) neither the Parent nor any of its Subsidiaries or Affiliates may be an Assignee. When such instrument has been signed and delivered by the parties thereto and such Assignee has paid to such transferor Bank Lender the purchase price agreed between them, such Assignee shall be a Bank Lender party to this Agreement and shall have all the rights and obligations of a Bank Lender with a Commitment as set forth in such instrument of assumption, and the transferor Bank Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection, the transferor BankLender, the Administrative Agent and the Borrower Borrowers shall make appropriate arrangements so that, if required, a new Note is Notes are issued to the Assignee. In connection with any such assignment, the transferor Bank Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $2,5003,500. If the Assignee is not incorporated under the laws of the United States or a State thereof, it shall deliver to the Borrower Borrowers and the Administrative Agent certification as to exemption from deduction or withholding of United States federal income taxes in accordance with Section 8.042.13(e).
(d) Any Bank Lender may at any time assign all or any portion of its rights under this Agreement and its Note Notes to a Federal Reserve Bank. No such assignment shall release the transferor Bank Lender from its obligations hereunder.
(e) No Assignee, Participant or other transferee of any Bank's Lender’s rights and no Designated Lender designated by any Designating Bank shall be entitled to receive any greater payment under Section 8.03 2.11 or 8.04 2.13 than such Bank or Designating Bank Lender would have been entitled to receive with respect to the rights transferred, unless such transfer is made with the Borrower's ’s prior written consent or by reason of the provisions of Section 8.02, 8.03 or 8.04 2.11 requiring such Bank Lender to designate a different Applicable Lending Office under certain circumstancescircumstances or at a time when the circumstances giving rise to such greater payment did not exist.
Appears in 1 contract
Samples: Credit Agreement (Ace LTD)
Successors; 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, except that the Borrower may not assign or otherwise transfer any of its rights under this Agreement without the prior written consent of all the BanksBank Parties.
(b) Any Bank may at any time grant to one or more banks or other institutions (each a "PARTICIPANT") participating interests in its Commitment or any or all of its LoansLoans and participations in Letters of Credit. If a Bank grants any such participating interest to a Participant, whether or not upon notice to the Borrower and the Agent, such Bank shall remain responsible for the performance of its obligations hereunder, and the Borrower Borrower, the LC Issuing Banks and the Agent shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower and the LC Issuing Banks hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; PROVIDED that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement described in clause (i), (ii), (iii) or (iiiiv) of Section 9.05 10.05 without the consent of the Participant. The Borrower agrees that each Participant shall, to the extent provided in its participation agreement, be entitled to the benefits of Section 2.13 and Article 8 with respect to its participating interest. An assignment or other transfer which is not permitted by Section 9.06(csubsection (c) or 9.06(d(d) below shall be given effect for purposes of this Agreement only to the extent of a participating interest granted in accordance with this subsection.
(c) Any Bank may at any time assign to one or more banks or other institutions (each an "ASSIGNEE") all, or a proportionate part (equivalent to an initial Commitment of not less than $5,000,000) of all, of its rights and obligations under this Agreement and its Note, and such Assignee shall assume such rights and obligations, pursuant to an Assignment and Assumption Agreement substantially in the form of Exhibit G D hereto signed by such Assignee and such transferor Bank, with (and subject to) the subscribed consent of the Borrower (which shall not be unreasonably withheld) ), the Agent and the AgentLC Issuing Banks; PROVIDED that (i) if an Assignee is an affiliate of such transferor Bank or was a Bank immediately before such assignment, or, if at the time of such assignment, an Event of Default shall have occurred and be continuing, no such consent of the Borrower shall be required but notice of required. Each such assignment shall be promptly provided to the Borrower and (ii) in such an amount that, after such assignment mayis made, but need not, include rights each of the transferor assignor Bank in respect and the Assignee will have an Outstanding Amount, together with their respective unused Commitments, of outstanding Money Market Loansat least $5,000,000. When such instrument has been signed and delivered by the parties thereto and such Assignee has paid to such transferor Bank the purchase price agreed between them, such Assignee shall be a Bank party to this Agreement and shall have all the rights and obligations of a Bank with a Commitment as set forth in such instrument of assumption, and the transferor Bank shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection, the transferor Bank, the Agent and the Borrower shall make appropriate arrangements so that, if required, a new Note is issued to the Assignee. In connection with any such assignment, the transferor Bank shall pay to the Agent an administrative fee for processing such assignment in the amount of $2,500. If the Assignee is not incorporated under the laws of the United States or a State political subdivision thereof, it shall deliver to the Borrower and the Agent certification as to its exemption from deduction or withholding of of, or its entitlement to a reduced withholding rate for, United States federal income taxes in accordance with Section 8.04.
(d) Any Bank may at any time assign all or any portion of its rights under this Agreement and its Note to a Federal Reserve Bank. No such assignment shall release the transferor Bank from its obligations hereunder.
(e) No Assignee, Participant or other transferee of any Bank's rights and no Designated Lender designated by any Designating Bank shall be entitled to receive any greater payment under Section 8.03 or 8.04 than such Bank or Designating Bank would have been entitled to receive with respect to the rights transferred, unless such transfer is made with the Borrower's prior written consent or by reason of the provisions of Section 8.02, 8.03 or 8.04 requiring such Bank to designate a different Applicable Lending Office under certain circumstancescircumstances or at a time when the circumstances giving rise to such greater payment did not exist.
Appears in 1 contract
Samples: Senior Reducing Revolving Credit Facility (Bellwether Exploration Co)
Successors; 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, except that the no Borrower may not assign or otherwise transfer any of its rights and obligations under this Agreement without the prior written consent of all the BanksLenders.
(b) Any Bank Lender may at any time grant to one or more banks or other institutions (each a "PARTICIPANT"“Participant”) participating interests in its Commitment or any or all of its LoansAdvances. If a Bank Lender grants any such participating interest to a Participant, whether or not upon notice to the Borrower Borrowers and the Administrative Agent, such Bank Lender shall remain responsible for the performance of its obligations hereunder, and the Borrower Borrowers and the Administrative Agent shall continue to deal solely and directly with such Bank Lender in connection with such Bank's Lender’s rights and obligations under this Agreement. Any agreement pursuant to which any Bank Lender may grant such a participating interest shall provide that such Bank Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower Borrowers hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; PROVIDED provided that such participation agreement may provide that such Bank Lender will not agree to any modification, amendment or waiver of this Agreement described in clause Section 9.01 (i), a) and (iib) or (iii) of Section 9.05 without the consent of the Participant. The Borrower agrees that each Participant shall, to the extent provided in its participation agreement, be entitled to the benefits of Sections 2.11, 2.13 and 9.04(c) and with respect to its participating interest. An assignment or other transfer which is not permitted by Section 9.06(c) or 9.06(d) below shall be given effect for purposes of this Agreement only to the extent of a participating interest granted in accordance with this subsection.
(c) Any Bank Lender may at any time assign to one or more banks or other institutions (each an "ASSIGNEE"“Assignee”) all, or a proportionate part (equivalent to an initial Commitment of not less than $5,000,00010,000,000) of all, of its rights and obligations under this Agreement and its Note, and such Assignee shall assume such rights and obligations, pursuant to an Assignment and Assumption Agreement substantially in the form of Exhibit G C hereto signed by such Assignee and such transferor BankLender, with (and subject to) the subscribed consent of the Borrower Parent, each Issuing Bank and the Administrative Agent (which consent shall not be unreasonably withheld) and the Agentwithheld or delayed); PROVIDED provided that (i) if an Assignee is an affiliate of such transferor Bank Lender or was a Bank Lender immediately before such assignment, no such consent of the Parent shall be required but notice of such assignment shall be promptly provided to the Borrower and required, (ii) such assignment may, but need not, include rights of the transferor Bank Lender in respect of outstanding Money Market LoansCompetitive Bid Advances, (iii) no such consent of the Parent shall be required if at the time an Event of Default exists, (iv) such consent shall be deemed to have been given by the Parent, the Issuing Bank or the Administrative Agent, as the case may be, if it shall not have responded to a written request for consent within five Business Days of its receipt thereof and (v) neither the Parent nor any of its Subsidiaries or Affiliates may be an Assignee. When such instrument has been signed and delivered by the parties thereto and such Assignee has paid to such transferor Bank Lender the purchase price agreed between them, such Assignee shall be a Bank Lender party to this Agreement and shall have all the rights and obligations of a Bank Lender with a Commitment as set forth in such instrument of assumption, and the transferor Bank Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection, the transferor BankLender, the Administrative Agent and the Borrower Borrowers shall make appropriate arrangements so that, if required, a new Note is Notes are issued to the Assignee. In connection with any such assignment, the transferor Bank Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $2,5003,500. If the Assignee is not incorporated under the laws of the United States or a State thereof, it shall deliver to the Borrower Borrowers and the Administrative Agent certification as to exemption from deduction or withholding of United States federal income taxes in accordance with Section 8.042.13(e).
(d) Any Bank Lender may at any time assign all or any portion of its rights under this Agreement and its Note Notes to a Federal Reserve Bank. No such assignment shall release the transferor Bank Lender from its obligations hereunder.
(e) No Assignee, Participant or other transferee of any Bank's Lender’s rights and no Designated Lender designated by any Designating Bank shall be entitled to receive any greater payment under Section 8.03 2.11 or 8.04 2.13 than such Bank or Designating Bank Lender would have been entitled to receive with respect to the rights transferred, unless such transfer is made with the Borrower's ’s prior written consent or by reason of the provisions of Section 8.02, 8.03 or 8.04 2.11 requiring such Bank Lender to designate a different Applicable Lending Office under certain circumstancescircumstances or at a time when the circumstances giving rise to such greater payment did not exist.
Appears in 1 contract
Samples: Credit Agreement (Ace LTD)
Successors; 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, except that the Borrower may not assign or otherwise transfer any of its rights under this Agreement without the prior written consent of all the BanksLender Parties.
(b) Any Bank Lender may at any time grant to one or more banks banks, institutions or other institutions entities that regularly make, purchase or invest in bank loans (each a "PARTICIPANT"“Participant”) participating interests in its Commitment Commitments or any or all of its LoansLoans and Letter of Credit Liabilities. If a Bank Lender grants any such participating interest to a Participant, whether or not upon notice to the Borrower and the Administrative Agent, such Bank Lender shall remain responsible for the performance of its obligations hereunder, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Bank Lender in connection with such Bank's Lender’s rights and obligations under this Agreement. Any agreement pursuant to which any Bank Lender may grant such a participating interest shall provide that such Bank Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; PROVIDED provided that such participation agreement may provide that such Bank Lender will not agree to any modification, amendment or waiver of this Agreement described in clause clauses (i), A) through (ii) or (iiiC) of Section 9.05 9.05(a)(i) without the consent of the Participant. The Borrower agrees that, subject to Section 9.06(e), each Participant shall, to the extent provided in its participation agreement, be entitled to the benefits of Section 2.15 and Article 8 with respect to its participating interest. An assignment or other transfer which is not permitted by Section 9.06(c) or 9.06(d) below shall be given effect for purposes of this Agreement only to the extent of a participating interest granted in accordance with this subsection.
(c) Any Bank Lender may at any time assign to one or more banks banks, other institutions or other institutions entities that regularly make, purchase or invest in bank loans (each an "ASSIGNEE"“Assignee”) all, or a proportionate part (equivalent to an initial Commitment of not less than $5,000,000) of all, of its rights Commitment of any Class or its Loans and obligations under this Agreement and its Note, Letter of Credit Liabilities of any Class and such Assignee shall assume such rights and obligations, pursuant to an Assignment and Assumption Agreement substantially in the form of Exhibit G D hereto signed by such Assignee and such transferor BankLender, with (and subject to) the subscribed consent of the Borrower (which shall not be unreasonably withheldwithheld or unreasonably delayed) and the AgentAdministrative Agent (and, in the case of a Revolving Commitment, the Issuing Banks); PROVIDED provided that (i) after giving effect to any proposed assignment, (A) the Credit Exposure of a transferor Lender (or in the case of a transferor Lender that is a fund, the aggregate Credit Exposure of such Lender and its Related Funds) shall be equal to (x) $0 or at least $5,000,000 if an the transferor is a Revolving Lender and (y) such minimum amount, if any, as is set forth in the applicable Term Loan Supplement if the transferor is a Term Lender, and (B) the amount of the Credit Exposure of a transferor Lender subject to such assignment shall be at least equal to (x) $5,000,000 if the Assignee is a Revolving Lender or (y) $1,000,000 if the Assignee is a Term Lender, unless in either case the proposed Assignee is an affiliate of such transferor Bank Lender, a Related Fund of any Lender or was a Bank Lender immediately before such assignment, no such consent shall be required but notice of such assignment shall be promptly provided to the Borrower and (ii) if an Event of Default shall have occurred and be continuing, no such assignment may, but need not, include rights consent of the transferor Bank in respect of outstanding Money Market LoansBorrower shall be required. When such instrument has been signed and delivered by the parties thereto and recorded as provided in Section 2.14, and such Assignee has paid to such transferor Bank Lender the purchase price agreed between them, such Assignee shall be a Bank Lender party to this Agreement and shall have all the rights and obligations of a Bank Lender with a Commitment and/or Loans as set forth in such instrument of assumption, and the transferor Bank Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection, the transferor BankLender, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if required, a new Note is issued to the Assignee. In connection with any such assignmentassignment (other than an assignment to which any Agent or any affiliate of any Agent is a party), the transferor Bank Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $2,5003,500. If the Assignee is not incorporated under the laws of the United States or a State thereof, it shall deliver to the Borrower and the Administrative Agent certification as to exemption from deduction or withholding of United States federal income taxes in accordance with Section 8.048.04(d).
(d) Any Bank Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement and its Note to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank. No , 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 the transferor Bank a Lender from any of its obligations hereunderhereunder or substitute any such pledgee or assignee for such Lender as a party hereto.
(e) No Assignee, Participant or other transferee of any Bank's Lender’s rights and no Designated Lender designated by any Designating Bank shall be entitled to receive any greater payment under Section 8.03 or 8.04 than such Bank or Designating Bank Lender would have been entitled to receive with respect to the rights transferred, unless such transfer is made with the Borrower's ’s prior written consent or by reason of the provisions of Section 8.02, 8.03 or 8.04 requiring such Bank Lender to designate a different Applicable Lending Office under certain circumstances.
Appears in 1 contract
Successors; 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, except that the Borrower may not assign or otherwise transfer any of its rights under this Agreement without the prior written consent of all the BanksLender Parties.
(b) Any Bank Lender may at any time grant to one or more banks banks, institutions or other institutions entities that regularly make, purchase or invest in bank loans (each a "PARTICIPANT"“Participant”) participating interests in its Commitment Commitments or any or all of its LoansLoans and Letter of Credit Liabilities. If a Bank Lender grants any such participating interest to a Participant, whether or not upon notice to the Borrower and the Administrative Agent, such Bank Lender shall remain responsible for the performance of its obligations hereunder, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Bank Lender in connection with such Bank's Lender’s rights and obligations under this Agreement. Any agreement pursuant to which any Bank Lender may grant such a participating interest shall provide that such Bank Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; PROVIDED provided that such participation agreement may provide that such Bank Lender will not agree to any modification, amendment or waiver of this Agreement described in clause clauses (i), A) through (ii) or (iiiC) of Section 9.05 9.05(a)(i) without the consent of the Participant. The Borrower agrees that, subject to Section 9.06(e), each Participant shall, to the extent provided in its participation agreement, be entitled to the benefits of Section 2.15 and Article 8 with respect to its participating interest. An assignment or other transfer which is not permitted by Section 9.06(c) or 9.06(d) below shall be given effect for purposes of this Agreement only to the extent of a participating interest granted in accordance with this subsection.
(c) Any Bank Lender may at any time assign to one or more banks banks, other institutions or other institutions entities that regularly make, purchase or invest in bank loans (each an "ASSIGNEE"“Assignee”) all, or a proportionate part (equivalent to an initial Commitment of not less than $5,000,000) of all, of its rights Commitment of any Class or its Loans and obligations under this Agreement and its Note, Letter of Credit Liabilities of any Class and such Assignee shall assume such rights and obligations, pursuant to an Assignment and Assumption Agreement substantially in the form of Exhibit G D hereto signed by such Assignee and such transferor BankLender, with (and subject to) the subscribed consent of the Borrower (which shall not be unreasonably withheldwithheld or unreasonably delayed) and the AgentAdministrative Agent (and, in the case of a Revolving Commitment, the Issuing Banks); PROVIDED provided that (i) after giving effect to any proposed assignment, unless each of the Borrower and the Administrative Agent otherwise consent, (A) the Credit Exposure of a transferor Lender (or in the case of a transferor Lender that is a fund, the aggregate Credit Exposure of such Lender and its Related Funds) shall be equal to $0 or at least $5,000,000 if an the transferor is a Revolving Lender, and (B) the amount of the Credit Exposure of a transferor Lender subject to such assignment shall be at least equal to (x) $5,000,000 if the Assignee is a Revolving Lender or (y) $1,000,000 if the Assignee is a Term Lender, unless in either case the proposed Assignee is an affiliate of such transferor Bank Lender, an Approved Fund or was a Bank Lender immediately before such assignment, (ii) if an Event of Default shall have occurred and be continuing, no such consent of the Borrower shall be required but notice and (iii) no consent of such assignment the Borrower or the Administrative Agent shall be promptly provided required for an assignment of any Term Loan to the Borrower and (ii) such assignment maya Lender, but need not, include rights an Affiliate of the transferor Bank in respect of outstanding Money Market Loansa Lender or an Approved Fund. When such instrument has been signed and delivered by the parties thereto and recorded as provided in Section 2.14, and such Assignee has paid to such transferor Bank Lender the purchase price agreed between them, such Assignee shall be a Bank Lender party to this Agreement and shall have all the rights and obligations of a Bank Lender with a Commitment and/or Loans as set forth in such instrument of assumption, and the transferor Bank Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection, the transferor BankLender, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if required, a new Note is issued to the Assignee. In connection with any such assignmentassignment (other than an assignment to which the Administrative Agent or any affiliate of the Administrative Agent is a party), the transferor Bank Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $2,5003,500. If the Assignee is not incorporated under the laws of the United States or a State thereof, it shall deliver to the Borrower and the Administrative Agent certification as to exemption from deduction or withholding of United States federal income taxes in accordance with Section 8.048.04(d). The Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries and Affiliates 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 Bank Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement and its Note to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank. No , 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 the transferor Bank a Lender from any of its obligations hereunderhereunder or substitute any such pledgee or assignee for such Lender as a party hereto.
(e) No Assignee, Participant or other transferee of any Bank's Lender’s rights and no Designated Lender designated by any Designating Bank shall be entitled to receive any greater payment under Section 8.03 or 8.04 than such Bank or Designating Bank Lender would have been entitled to receive with respect to the rights transferred, unless such transfer is made with the Borrower's ’s prior written consent or by reason of the provisions of Section 8.02, 8.03 or 8.04 requiring such Bank Lender to designate a different Applicable Lending Office under certain circumstances.
Appears in 1 contract
Successors; 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, except that the Borrower may not assign or otherwise transfer any of its rights under this Agreement without the prior written consent of all the BanksLender Parties.
(b) Any Bank Lender may at any time grant to one or more banks banks, institutions or other institutions entities that regularly make, purchase or invest in bank loans (each a "PARTICIPANT"“Participant”) participating interests in its Commitment Commitments or any or all of its LoansLoans and Letter of Credit Liabilities. If a Bank Lender grants any such participating interest to a Participant, whether or not upon notice to the Borrower and the Administrative Agent, such Bank Lender shall remain responsible for the performance of its obligations hereunder, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Bank Lender in connection with such Bank's Lender’s rights and obligations under this Agreement. Any agreement pursuant to which any Bank Lender may grant such a participating interest shall provide that such Bank Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; PROVIDED provided that such participation agreement may provide that such Bank Lender will not agree to any modification, amendment or waiver of this Agreement described in clause clauses (i), A) through (ii) or (iiiC) of Section 9.05 9.05(a)(i) without the consent of the Participant. The Borrower agrees that, subject to Section 9.06(e), each Participant shall, to the extent provided in its participation agreement, be entitled to the benefits of Section 2.15 and Article 8 with respect to its participating interest. An assignment or other transfer which is not permitted by Section 9.06(c) or 9.06(d) below shall be given effect for purposes of this Agreement only to the extent of a participating interest granted in accordance with this subsection.
(c) Any Bank Lender may at any time assign to one or more banks banks, other institutions or other institutions entities that regularly make, purchase or invest in bank loans (each an "ASSIGNEE"“Assignee”) all, or a proportionate part (equivalent to an initial Commitment of not less than $5,000,000) of all, of its rights Commitment of any Class or its Loans and obligations under this Agreement and its Note, Letter of Credit Liabilities of any Class and such Assignee shall assume such rights and obligations, pursuant to an Assignment and Assumption Agreement substantially in the form of Exhibit G D hereto signed by such Assignee and such transferor BankLender, with (and subject to) the subscribed consent of the Borrower (which shall not be unreasonably withheldwithheld or unreasonably delayed) and the AgentAdministrative Agent (and, in the case of a Revolving Commitment, the Issuing Banks); PROVIDED provided that (i) after giving effect to any proposed assignment, unless each of the Borrower and the Administrative Agent otherwise consent, (A) the Credit Exposure of a transferor Lender (or in the Table of Contents case of a transferor Lender that is a fund, the aggregate Credit Exposure of such Lender and its Related Funds) shall be equal to $0 or at least $5,000,000 if an the transferor is a Revolving Lender, and (B) the amount of the Credit Exposure of a transferor Lender subject to such assignment shall be at least equal to (x) $5,000,000 if the Assignee is a Revolving Lender or (y) $1,000,000 if the Assignee is a Term Lender, unless in either case the proposed Assignee is an affiliate of such transferor Bank Lender, an Approved Fund or was a Bank Lender immediately before such assignment, (ii) if an Event of Default shall have occurred and be continuing, no such consent of the Borrower shall be required but notice and (iii) no consent of such assignment the Borrower or the Administrative Agent shall be promptly provided required for an assignment of any Term Loan to the Borrower and (ii) such assignment maya Lender, but need not, include rights an Affiliate of the transferor Bank in respect of outstanding Money Market Loansa Lender or an Approved Fund. When such instrument has been signed and delivered by the parties thereto and recorded as provided in Section 2.14, and such Assignee has paid to such transferor Bank Lender the purchase price agreed between them, such Assignee shall be a Bank Lender party to this Agreement and shall have all the rights and obligations of a Bank Lender with a Commitment and/or Loans as set forth in such instrument of assumption, and the transferor Bank Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection, the transferor BankLender, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if required, a new Note is issued to the Assignee. In connection with any such assignmentassignment (other than an assignment to which the Administrative Agent or any affiliate of the Administrative Agent is a party), the transferor Bank Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $2,5003,500. If the Assignee is not incorporated under the laws of the United States or a State thereof, it shall deliver to the Borrower and the Administrative Agent certification as to exemption from deduction or withholding of United States federal income taxes in accordance with Section 8.048.04(d). The Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries and Affiliates 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 Bank Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement and its Note to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank. No , 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 the transferor Bank a Lender from any of its obligations hereunderhereunder or substitute any such pledgee or assignee for such Lender as a party hereto.
(e) No Assignee, Participant or other transferee of any Bank's rights and no Designated Lender designated by any Designating Bank shall be entitled to receive any greater payment under Section 8.03 or 8.04 than such Bank or Designating Bank would have been entitled to receive with respect to the rights transferred, unless such transfer is made with the Borrower's prior written consent or by reason of the provisions of Section 8.02, 8.03 or 8.04 requiring such Bank to designate a different Applicable Lending Office under certain circumstances.
Appears in 1 contract
Successors; 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, except that the Borrower may not assign or otherwise transfer any of its rights under this Agreement without the prior written consent of all the BanksLender Parties.
(b) Any Bank Lender may at any time grant to one or more banks banks, institutions or other institutions entities that regularly make, purchase or invest in bank loans (each a "PARTICIPANTParticipant") participating interests in its Commitment Commitments or any or all of its LoansLoans and Letter of Credit Liabilities. If a Bank Lender grants any such participating interest to a Participant, whether or not upon notice to the Borrower and the Administrative Agent, such Bank Lender shall remain responsible for the performance of its obligations hereunder, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Bank Lender in connection with such BankLender's rights and obligations under this Agreement. Any agreement pursuant to which any Bank Lender may grant such a participating interest shall provide that such Bank Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; PROVIDED provided that such participation agreement may provide that such Bank Lender will not agree to any modification, amendment or waiver of this Agreement described in clause (i), (ii) or (iiiii) of Section 9.05 without the consent of the Participant. The Borrower agrees that, subject to Section 9.06(e), each Participant shall, to the extent provided in its participation agreement, be entitled to the benefits of Section 2.15 and Article 8 with respect to its participating interest. An assignment or other transfer which is not permitted by Section 9.06(c) or 9.06(d)) below shall be given effect for purposes of this Agreement only to the extent of a participating interest granted in accordance with this subsection.
(c) Any Bank Lender may at any time assign to one or more banks banks, other institutions or other institutions entities that regularly make, purchase or invest in bank loans (each an "ASSIGNEEAssignee") all, or a proportionate part (equivalent to an initial Commitment of not less than $5,000,000) of all, of its rights Commitment of any Class or its Loans and obligations under this Agreement and its Note, Letter of Credit Liabilities of any Class and such Assignee shall assume such rights and obligations, pursuant to an Assignment and Assumption Agreement substantially in the form of Exhibit G D hereto signed by such Assignee and such transferor BankLender, with (and subject to) the subscribed consent of the Borrower (which shall not be unreasonably withheldwithheld or unreasonably delayed) and the AgentAdministrative Agent (and, in the case of a Revolving Commitment, the Issuing Banks and the Swing Loan Lender); PROVIDED provided that (i) after giving effect to any proposed assignment, (A) the Credit Exposure of the transferor Lender (or in the case of a transferor Lender that is a fund, the aggregate Credit Exposure of such Lender and its Related Funds) shall be equal to (x) $0 or at least $5,000,000 if an the transferor is a Revolving Lender and (y) $0 or at least $1,000,000 if the transferor is a Term Lender and (B) the amount of the Credit Exposure of the transferor Lender subject to such assignment shall be at least equal to (x) $5,000,000 if the Assignee is a Revolving Lender or (y) $1,000,000, if the Assignee is a Term Lender, unless in either case the proposed Assignee is an affiliate of such the transferor Bank Lender, a Related Fund of any Lender or was a Bank Lender immediately before such assignment, (ii) if a proposed Assignee is an affiliate of a transferor Lender, a Related Fund of any Lender or was a Lender immediately before such assignment, no such consent of the Borrower or the Administrative Agent shall be required but notice and (iii) if an Event of Default shall have occurred and be continuing, no such assignment consent of the Borrower shall be promptly provided to the Borrower and (ii) such assignment may, but need not, include rights of the transferor Bank in respect of outstanding Money Market Loansrequired. When such instrument has been signed and delivered by the parties thereto and recorded as provided in Section 2.14, and such Assignee has paid to such transferor Bank Lender the purchase price agreed between them, such Assignee shall be a Bank Lender party to this Agreement and shall have all the rights and obligations of a Bank Lender with a Commitment and/or Loans as set forth in such instrument of assumption, and the transferor Bank Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection, the transferor BankLender, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if required, a new Note is issued to the Assignee. In connection with any such assignmentassignment (other than an assignment to which any Agent or any affiliate of any Agent is a party), the transferor Bank Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $2,5003,500; provided that only one such fee shall be due in respect of a simultaneous assignment to more than one Related Fund. If the Assignee is not incorporated under the laws of the United States or a State thereof, it shall deliver to the Borrower and the Administrative Agent certification as to exemption from deduction or withholding of United States federal income taxes in accordance with Section 8.048.04(d).
(d) Any Bank Lender may at any time assign all or any portion of its rights under this Agreement and its Note to a Federal Reserve Bank, and any Lender that is a fund that invests in bank loans may, with the consent of the Administrative Agent, pledge all or any portion of its rights under this Agreement and its Note to its trustee in support of its obligations to its trustee or its noteholders. No such assignment or pledge shall release the transferor Bank Lender from its obligations hereunder.
(e) No Assignee, Participant or other transferee of any BankLender's rights and no Designated Lender designated by any Designating Bank shall be entitled to receive any greater payment under Section 8.03 or 8.04 than such Bank or Designating Bank Lender would have been entitled to receive with respect to the rights transferred, unless such transfer is made with the Borrower's prior written consent or by reason of the provisions of Section 8.02, 8.03 or 8.04 requiring such Bank Lender to designate a different Applicable Lending Office under certain circumstances.
Appears in 1 contract
Successors; 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, except that the Borrower may not assign or otherwise transfer any of its rights under this Agreement without the prior written consent of all the Banks.
(b) Any Bank may at any time grant to one or more banks or other institutions (each a "PARTICIPANTParticipant") participating interests in its Commitment or any or all of its Loans. If a Bank grants any such participating interest to a Participant, whether or not upon notice to the Borrower and the Administrative Agent, such Bank shall remain responsible for the performance of its obligations hereunder, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; PROVIDED provided that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement described in clause (i), (ii) ), or (iii) of Section 9.05 without the consent of the Participant. The Borrower agrees that each Participant shall, to the extent provided in its participation agreement, be entitled to the benefits of Article 8 with respect to its participating interest. An assignment or other transfer which is not permitted by Section subsection 9.06(c) or 9.06(d) below shall be given effect for purposes of this Agreement only to the extent of a participating interest granted in accordance with this subsection.
(c) Any Bank may at any time assign to one or more banks or other institutions (each an "ASSIGNEEAssignee") all, or a proportionate part (equivalent to an initial Commitment at least equal to the lesser of not less than (A) $5,000,00010,000,000 and (B) such Bank's entire Commitment at such time) of all, all of its rights and obligations under this Agreement and its Note, and such Assignee shall assume such rights and obligations, pursuant to an Assignment and Assumption Agreement substantially in the form of Exhibit G hereto signed executed by such Assignee and such transferor Bank, with (and subject to) the subscribed consent of the Borrower (and Administrative Agent, which consents shall not be unreasonably withheld) and the Agent; PROVIDED provided that (i) if an Assignee is an affiliate of such transferor Bank or was a Bank immediately before such assignment, no such consent shall be required but notice of such assignment shall be promptly provided to the Borrower and (ii) such assignment may, but need not, include rights of the transferor Bank in respect of outstanding Money Market Loans. When such instrument has been signed and delivered by the parties thereto and such Assignee has paid to such transferor Bank the purchase price agreed between by them, such Assignee shall be a Bank party to this Agreement and shall have all the rights and obligations of a Bank with a Commitment as set forth in such instrument of assumption, and the transferor Bank shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any an), assignment pursuant to this subsection, the transferor Bank, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if required, a new Note is issued to the Assignee. In connection with any such assignment, the transferor Bank shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $2,500. If the Assignee is not incorporated under the laws of the United States or a State thereof, it shall deliver to the Borrower and the Administrative Agent certification as to exemption from deduction or withholding of United States federal income taxes in accordance with Section 8.04.
(d) Any Bank may at any time assign all or any portion of its rights under this Agreement and its Note to a Federal Reserve Bank. No such assignment shall release the transferor Bank from its obligations hereunder.
(e) No Assignee, Participant or other transferee of any Bank's rights and no Designated Lender designated by any Designating Bank shall be entitled to receive any greater payment under Section 8.03 or 8.04 than such Bank or Designating Bank would have been entitled to receive with respect to the rights transferred, unless such transfer is made with the Borrower's prior written consent or by reason of the provisions of Section 8.02, 8.03 or 8.04 requiring such Such Bank to designate a different Applicable Lending Office under certain circumstancescircumstances or at a time when the circumstances giving rise to such greater payment did not exist.
Appears in 1 contract
Successors; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto hereto, the Collateral Agent and their respective successors and assigns, except that the Borrower may not assign or otherwise transfer any of its rights under this Agreement without the prior written consent of all the BanksLender Parties.
(b) Any Bank Lender may at any time grant to one or more banks or other institutions (each a "PARTICIPANTParticipant") participating interests in its Commitment or any or all of its LoansLoans and participations in Letters of Credit. If a Bank Lender grants any such participating interest to a Participant, whether or not upon notice to the Borrower and the Agent, such Bank Lender shall remain responsible for the performance of its obligations hereunder, and the Borrower Borrower, the Issuer and the Agent shall continue to deal solely and directly with such Bank Lender in connection with such BankLender's rights and obligations under this Agreement. Any agreement pursuant to which any Bank Lender may grant such a participating interest shall provide that such Bank Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower and the Issuer hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; PROVIDED provided that such participation agreement may provide that such Bank Lender will not agree to any modification, amendment or waiver of this Agreement or any Collateral Document described in clause (iv), (iiw) or (iiix) of Section 9.05 without the consent of the Participant. An assignment or other transfer which is not permitted by Section 9.06(c10.05(a)(i) or 9.06(d) below shall be given effect for purposes of this Agreement only to the extent of a participating interest granted in accordance with this subsection.
(c) Any Bank may at any time assign to one or more banks or other institutions (each an "ASSIGNEE") all, or a proportionate part (equivalent to an initial Commitment of not less than $5,000,000) of all, of its rights and obligations under this Agreement and its Note, and such Assignee shall assume such rights and obligations, pursuant to an Assignment and Assumption Agreement substantially proviso in the form of Exhibit G hereto signed by such Assignee and such transferor Bank, with (and subject to) the subscribed consent of the Borrower (which shall not be unreasonably withheld) and the Agent; PROVIDED that (i) if an Assignee is an affiliate of such transferor Bank or was a Bank immediately before such assignment, no such consent shall be required but notice of such assignment shall be promptly provided to the Borrower and (ii) such assignment may, but need not, include rights of the transferor Bank in respect of outstanding Money Market Loans. When such instrument has been signed and delivered by the parties thereto and such Assignee has paid to such transferor Bank the purchase price agreed between them, such Assignee shall be a Bank party to this Agreement and shall have all the rights and obligations of a Bank with a Commitment as set forth in such instrument of assumption, and the transferor Bank shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection, the transferor Bank, the Agent and the Borrower shall make appropriate arrangements so that, if required, a new Note is issued to the Assignee. In connection with any such assignment, the transferor Bank shall pay to the Agent an administrative fee for processing such assignment in the amount of $2,500. If the Assignee is not incorporated under the laws of the United States or a State thereof, it shall deliver to the Borrower and the Agent certification as to exemption from deduction or withholding of United States federal income taxes in accordance with Section 8.04.
(d) Any Bank may at any time assign all or any portion of its rights under this Agreement and its Note to a Federal Reserve Bank. No such assignment shall release the transferor Bank from its obligations hereunder.
(e) No Assignee, Participant or other transferee of any Bank's rights and no Designated Lender designated by any Designating Bank shall be entitled to receive any greater payment under Section 8.03 or 8.04 than such Bank or Designating Bank would have been entitled to receive with respect to the rights transferred, unless such transfer is made with the Borrower's prior written consent or by reason of the provisions first sentence of Section 8.02, 8.03 or 8.04 requiring such Bank to designate a different Applicable Lending Office under certain circumstances.10.05
Appears in 1 contract
Successors; 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, except that the Borrower may not assign or otherwise transfer any of its rights under this Agreement without the prior written consent of all the BanksLender Parties.
(b) Any Bank Lender may at any time grant to one or more banks or other institutions (each a "PARTICIPANTParticipant") participating interests in any of its Commitment Commitments or any or all of its LoansLoans and participations in Letters of Credit. If a Bank Lender grants any such participating interest to a Participant, whether or not upon notice to the Borrower and the Administrative Agent, such Bank Lender shall remain responsible for the performance of its obligations hereunder, and the Borrower Borrower, the Issuers, the Swingline Bank and the Agent Agents shall continue to deal solely and directly with such Bank Lender in connection with such BankLender's rights and obligations under this Agreement. Any agreement pursuant to which any Bank Lender may grant such a participating interest shall provide that such Bank Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower Borrower, the Issuers and the Swingline Bank hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; PROVIDED provided that such participation agreement may provide that such Bank Lender will not agree to any modification, amendment or waiver of this Agreement described in clause (i) (if such participation includes a participating interest in any Term Loan), (ii) (if such participation includes a participating interest in any Tranche I Revolving Commitment, Tranche I Revolving Loan, Letter of Credit or Swingline Loan), (iii) (if such participation includes a participating interest in any Tranche II Revolving Commitment or Tranche II Revolving Loan), (iv)(B) or (iiiiv)(C) of Section 9.05 without the consent of the Participant. The Borrower agrees that each Participant shall, to the extent provided in its participation agreement, be entitled to the benefits of Article 8 with respect to its participating interest. An assignment or other transfer which is not permitted by Section 9.06(c) or 9.06(d) below shall be given effect for purposes of this Agreement only to the extent of a participating interest granted in accordance with this subsection.
(c) Any Bank Lender may at any time assign to one or more banks or other institutions (each an "ASSIGNEEAssignee") all, or a proportionate part (equivalent to an initial Commitment of not less than $5,000,000) of all, of its rights and obligations under this Agreement and Commitment of any Class, its Note, Loans of any Class or its LC Exposure and such Assignee shall assume such rights and obligations, pursuant to an Assignment and Assumption Agreement substantially in the form of Exhibit G hereto signed by such Assignee and such transferor BankLender, with (and subject to) the subscribed consent of the Borrower and the Administrative Agent (which shall not be unreasonably withheldwithheld or delayed) and solely with respect to any assignments of the AgentTranche I Revolving Commitments, Tranche I Revolving Loans or LC Exposures, the Issuers and the Swingline Bank; PROVIDED provided that (i) after giving effect to any proposed assignment, the Credit Exposure of the transferor Lender shall be equal to $0 or at least $1,000,000 and the Credit Exposure of the proposed Assignee shall be at least equal to $1,000,000, or in each case with respect to an assignment to any fund within a Group of Funds, the aggregate Credit Exposure of all Related Funds in such Group of Funds shall be at least equal to $1,000,000, (ii) if an a proposed Assignee is an affiliate of such a transferor Bank or Lender, was a Bank Lender immediately before such assignment or is a Related Fund of the transferor Lender, no such consent of the Borrower, the Administrative Agent or, where applicable, the Issuers and Swingline Bank, shall be required, (iii) if any Agent or any affiliate of any Agent is a party to such assignment, no such consent of the Administrative Agent shall be required but notice and (iv) if a Default under Section 6.01(b) or any Event of Default shall have occurred and be continuing, no such assignment consent of the Borrower shall be promptly provided to the Borrower and (ii) such assignment may, but need not, include rights of the transferor Bank in respect of outstanding Money Market Loansrequired. When such instrument has been signed and delivered by the parties thereto and recorded as provided in Section 2.16, and such Assignee has paid to such transferor Bank Lender the purchase price agreed between them, such Assignee shall be a Bank Lender party to this Agreement and shall have all the rights and obligations of a Bank Lender with a Commitment and/or Loans and LC Exposure as set forth in such instrument of assumption, and the transferor Bank Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection, the transferor BankLender, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if required, a new Note is issued to the Assignee. In connection with any such assignmentassignment (other than an assignment to which any Agent or any affiliate of any Agent is a party or an assignment within a Group of Funds), the transferor Bank Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $2,5003,000. If the Assignee is not incorporated under the laws of the United States or a State thereof, it shall deliver to the Borrower and the Administrative Agent certification as to exemption from deduction or withholding of United States federal income taxes in accordance with Section 8.04.
(d) Any Bank Lender may at any time assign all or any portion of its rights under this Agreement and its Note to a Federal Reserve Bank. No such assignment shall release the transferor Bank Lender from its obligations hereunder.
(e) No Assignee, Participant or other transferee of any BankLender's rights and no Designated Lender designated by any Designating Bank shall be entitled to receive any greater payment under Section 8.03 or 8.04 than such Bank or Designating Bank Lender would have been entitled to receive with respect to the rights transferred, unless such transfer is made with the Borrower's prior written consent or by reason of the provisions of Section 8.02, 8.03 or 8.04 requiring such Bank Lender to designate a different Applicable Lending Office under certain circumstancescircumstances or at a time when the circumstances giving rise to such greater payment did not exist.
Appears in 1 contract
Successors; 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, except that the no Borrower may not assign or otherwise transfer any of its rights under this Agreement without the prior written consent of all the Banks.
(b) Any Bank may at any time grant to one or more banks or other institutions (each a "PARTICIPANTParticipant") ), with the written consent of the Company (which may be withheld by the Company in its sole discretion), participating interests in its Commitment or any or all of its Loans. If In the event of any such grant by a Bank grants any such of a participating interest to a Participant, whether or not upon notice to the Borrower Borrowers and the Agent, such Bank shall remain responsible for the performance of its obligations hereunder, and the Borrower Borrowers and the Agent shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower Borrowers hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; PROVIDED provided that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement described in clause (i), (ii) or (iii) of Section 9.05 11.05 without the consent of the Participant. The Borrowers agree that each Participant for which the Company has granted its written consent to such participation shall, to the extent provided in its participation agreement, be entitled to the benefits of Section 2.15 and Article 8 with respect to its participating interest. An assignment or other transfer which is not permitted by Section 9.06(csubsection (c) or 9.06(d(d) below shall be given effect for purposes of this Agreement only to the extent of a participating interest granted in accordance with this subsection.
(c) Any Bank may at any time assign to one or more banks or other institutions (each an "ASSIGNEE") Eligible Assignees all, or a proportionate part (equivalent to an initial Commitment of not less than $5,000,00010,000,000) of all, of its rights and obligations under this Agreement and its Notethe Notes, and such Eligible Assignee shall assume such rights and obligations, pursuant to an Assignment and Assumption Agreement in substantially in the form of Exhibit G hereto signed executed by such Eligible Assignee and such transferor Bank, with (and subject to) the subscribed written consent of the Borrower Company (which shall not may be unreasonably withheld) and withheld by the AgentCompany in its sole discretion); PROVIDED provided that (i) if an Assignee is an affiliate of such transferor Bank or was a Bank immediately before such assignment, no such consent shall be required but notice of such assignment shall be promptly provided to the Borrower and (ii) such assignment may, but need not, include rights of the transferor Bank in respect of outstanding Money Market Loans. When Upon execution and delivery of such instrument has been signed and delivered payment by the parties thereto and such Eligible Assignee has paid to such transferor Bank of an amount equal to the purchase price agreed between themsuch transferor Bank and such Eligible Assignee, such Eligible Assignee shall be a Bank party to this Agreement and shall have all the rights and obligations of a Bank with a Commitment as set forth in such instrument of assumption, and the transferor Bank shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsectionsubsection (c), the transferor Bank, the Agent and the Borrower Borrowers shall make appropriate arrangements so that, if required, a new Note is Notes are issued to the Eligible Assignee. In connection with any such assignment, the transferor Bank shall pay to the Agent an administrative fee for processing such assignment in the amount of $2,500. If the Eligible Assignee is not incorporated organized under the laws of the United States of America or a State state thereof, it shall deliver to the Borrower Company and the Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 8.04.
(d) Any Notwithstanding any other provision of this Agreement, any Bank may at any time assign create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement and its the Note to a held by it in favor of any Federal Reserve Bank. No Bank in accordance with Regulation A of the Federal Reserve Board or U.S. Treasury Regulation 31 CFR Section 203.14, and such assignment shall release the transferor Federal Reserve Bank from its obligations hereundermay enforce such pledge or security interest in any manner permitted under applicable law.
(e) No Eligible Assignee, Participant or other transferee of any Bank's rights and no Designated Lender designated by any Designating Bank shall be entitled to receive any greater payment under Section 8.03 or 8.04 than such Bank or Designating Bank would have been entitled to receive with respect to the rights transferred, unless such transfer is made with the BorrowerCompany's prior written consent or by reason of the provisions of Section 8.02, 8.03 or 8.04 requiring such Bank to designate a different Applicable Lending Office under certain circumstancescircumstances or at a time when the circumstances giving rise to such greater payment did not exist.
Appears in 1 contract
Samples: Credit Agreement (Boise Cascade Office Products Corp)
Successors; 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, except that the no Borrower may not assign or otherwise transfer any of its rights and obligations under this Agreement without the prior written consent of all the BanksLenders.
(b) Any Bank Lender may at any time grant to one or more banks or other institutions (each a "PARTICIPANT"“Participant”) participating interests in its Commitment or any or all of its LoansAdvances. If a Bank Lender grants any such participating interest to a Participant, whether or not upon notice to the Borrower Borrowers and the Administrative Agent, such Bank Lender shall remain responsible for the performance of its obligations hereunder, and the Borrower Borrowers and the Administrative Agent shall continue to deal solely and directly with such Bank Lender in connection with such Bank's Lender’s rights and obligations under this Agreement. Any agreement pursuant to which any Bank Lender may grant such a participating interest shall provide that such Bank Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower Borrowers hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; PROVIDED provided that such participation agreement may provide that such Bank Lender will not agree to any modification, amendment or waiver of this Agreement described in clause clauses (i), (ii) or (iiii)-(vi) of Section 9.05 9.01 without the consent of the Participant. The Borrower agrees that each Participant shall, to the extent provided in its participation agreement, be entitled to the benefits of Sections 2.11, 2.13 and 9.04(c) and with respect to its participating interest. An assignment or other transfer which is not permitted by Section 9.06(c) or 9.06(d) below shall be given effect for purposes of this Agreement only to the extent of a participating interest granted in accordance with this subsection.
(c) Any Bank Lender may at any time assign to one or more banks or other institutions (each an "ASSIGNEE"“Assignee”) all, or a proportionate part (equivalent to an initial Commitment of not less than $5,000,00010,000,000) of all, of its rights and obligations under this Agreement and its Note, and such Assignee shall assume such rights and obligations, pursuant to an Assignment and Assumption Agreement substantially in the form of Exhibit G C hereto signed by such Assignee and such transferor BankLender, with (and subject to) the subscribed consent of the Borrower Parent, each Issuing Bank and the Administrative Agent (which consent shall not be unreasonably withheld) and the Agentwithheld or delayed); PROVIDED provided that (i) if an Assignee is an affiliate of such transferor Bank Lender or was a Bank Lender immediately before such assignment, no such consent of the Parent shall be required but notice of such assignment shall be promptly provided to the Borrower and required, (ii) such assignment may, but need not, include rights of the transferor Bank Lender in respect of outstanding Money Market LoansCompetitive Bid Advances, (iii) no such consent of the Parent shall be required if at the time an Event of Default exists, (iv) such consent shall be deemed to have been given by the Parent, the Issuing Bank or the Administrative Agent, as the case may be, if it shall not have responded to a written request for consent within five Business Days of its receipt thereof and (v) neither the Parent nor any of its Subsidiaries or Affiliates may be an Assignee. When such instrument has been signed and delivered by the parties thereto and such Assignee has paid to such transferor Bank Lender the purchase price agreed between them, such Assignee shall be a Bank Lender party to this Agreement and shall have all the rights and obligations of a Bank Lender with a Commitment as set forth in such instrument of assumption, and the transferor Bank Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection, the transferor BankLender, the Administrative Agent and the Borrower Borrowers shall make appropriate arrangements so that, if required, a new Note is Notes are issued to the Assignee. In connection with any such assignment, the transferor Bank Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $2,5003,500. If the Assignee is not incorporated under the laws of the United States or a State thereof, it shall deliver to the Borrower Borrowers and the Administrative Agent certification as to exemption from deduction or withholding of United States federal income taxes in accordance with Section 8.042.13(e).
(d) Any Bank Lender may at any time assign all or any portion of its rights under this Agreement and its Note Notes to a Federal Reserve Bank. No such assignment shall release the transferor Bank Lender from its obligations hereunder.
(e) No Assignee, Participant or other transferee of any Bank's Lender’s rights and no Designated Lender designated by any Designating Bank shall be entitled to receive any greater payment under Section 8.03 2.11 or 8.04 2.13 than such Bank or Designating Bank Lender would have been entitled to receive with respect to the rights transferred, unless such transfer is made with the Borrower's ’s prior written consent or by reason of the provisions of Section 8.02, 8.03 or 8.04 2.11 requiring such Bank Lender to designate a different Applicable Lending Office under certain circumstancescircumstances or at a time when the circumstances giving rise to such greater payment did not exist.
Appears in 1 contract
Samples: Credit Agreement (Ace LTD)
Successors; 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, except that the Borrower may not assign or otherwise transfer any of its rights under this Agreement without the prior written consent of all the BanksBank Parties.
(b) Any Bank may at any time grant to one or more banks or other institutions (each a "PARTICIPANT") participating interests in its Revolving Credit Commitment or any or all of its LoansLoans and participations in Letters of Credit. If a Bank grants any such participating interest to a Participant, whether or not upon notice to the Borrower and the Administrative Agent, such Bank shall remain responsible for the performance of its obligations hereunder, and the Borrower Borrower, the LC Issuing Banks and the Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower and the LC Issuing Banks hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; PROVIDED provided that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement described in clause (i), (ii) or (iii) of Section 9.05 9.05
(a) without the consent of the Participant. The Borrower agrees that each Participant shall, to the extent provided in its participation agreement, be entitled to the benefits of Article 8 with respect to its participating interest. An assignment or other transfer which is not permitted by Section 9.06(c) or 9.06(d) below shall be given effect for purposes of this Agreement only to the extent of a participating interest granted in accordance with this subsection.
(c) Any Bank may at any time assign to one or more banks or other institutions (each an "ASSIGNEE") all, or a proportionate part (equivalent to an initial Commitment of not less than $5,000,000) of all, of (i) its rights and obligations under this Agreement Revolving Credit Commitment and its NoteRevolving Credit Loans or (ii) its Term Loans, and such Assignee shall assume such rights and obligations, pursuant to an Assignment and Assumption Agreement substantially in the form of Exhibit G H hereto signed by such Assignee and such transferor Bank, with (and subject to) the subscribed consent of the Borrower (which shall not be unreasonably withheld) and ), the AgentAdministrative Agent and, solely with respect to any assignments of the Revolving Credit Commitments, the LC Issuing Banks; PROVIDED provided that (i) after giving effect to any proposed assignment, the Credit Exposure of the transferor Bank shall be equal to $0 or at least $1,000,000 and the Credit Exposure of the proposed Assignee shall be at least equal to $5,000,000 and (ii) if an a proposed Assignee is an affiliate of such a transferor Bank or was a Bank immediately before such assignment, no such consent of the Borrower, the Administrative Agent or, where applicable, the LC Issuing Banks, shall be required but notice of such assignment shall be promptly provided to the Borrower and (ii) such assignment may, but need not, include rights of the transferor Bank in respect of outstanding Money Market Loansrequired. When such instrument has been signed and delivered by the parties thereto and recorded as provided in Section 2.16 and such Assignee has paid to such transferor Bank the purchase price agreed between them, such Assignee shall be a Bank party to this Agreement and shall have all the rights and obligations of a Bank with a Revolving Credit Commitment and/or Loans and LC Reimbursement Obligations as set forth in such instrument of assumption, and the transferor Bank shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection, the transferor Bank, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if required, a new Note is issued to the Assignee. In connection with any such assignment, the transferor Bank shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $2,5003,500. If the Assignee is not incorporated under the laws of the United States or a State thereof, it shall deliver to the Borrower and the Administrative Agent certification as to exemption from deduction or withholding of United States federal income taxes in accordance with Section 8.04.
(d) Any Bank may at any time assign all or any portion of its rights under this Agreement and its Note to a Federal Reserve Bank. No such assignment shall release the transferor Bank from its obligations hereunder.
(e) No Assignee, Participant or other transferee of any Bank's rights and no Designated Lender designated by any Designating Bank shall be entitled to receive any greater payment under Section 8.03 or 8.04 than such Bank or Designating Bank would have been entitled to receive with respect to the rights transferred, unless such transfer is made with the Borrower's prior written consent or by reason of the provisions of Section 8.02, 8.03 or 8.04 requiring such Bank to designate a different Applicable Lending Office under certain circumstancescircumstances or at a time when the circumstances giving rise to such greater payment did not exist.
Appears in 1 contract
Successors; 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, except that the Borrower no Loan Party may not assign or otherwise transfer any of its rights and obligations under this Agreement without the prior written consent of all the BanksLenders.
(b) Any Bank Lender may at any time grant to one or more banks or other institutions (other than the Parent or any of its Subsidiaries or Affiliates) (each a "PARTICIPANT"“Participant”) participating interests in its Commitment or any or all of its LoansAdvance. If a Bank Lender grants any such participating interest to a Participant, whether or not upon notice to the Borrower and the Administrative Agent, such Bank Lender shall remain responsible for the performance of its obligations hereunder, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Bank Lender in connection with such Bank's Lender’s rights and obligations under this Agreement. Any agreement pursuant to which any Bank Lender may grant such a participating interest shall provide that such Bank Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower Loan Parties hereunder including, without limitation, including the right to approve any amendment, modification or waiver of any provision of this Agreement; PROVIDED provided that such participation agreement may provide that such Bank Lender will not agree to any modification, amendment or waiver of this Agreement described in clause Section 9.01(a) and (i), (iib) or (iii) of Section 9.05 without the consent of the Participant. The Borrower agrees that each Participant shall, to the extent provided in its participation agreement, be entitled to the benefits of Section 2.08, 2.10 and 9.04(c) with respect to its participating interest. An assignment or other transfer which is not permitted by Section 9.06(c) or 9.06(d) below shall be given effect for purposes of this Agreement only to the extent of a participating interest granted in accordance with this subsection.
(c) Any Bank may at any time assign to one or more banks or other institutions (each an "ASSIGNEE") all, or a proportionate part (equivalent to an initial Commitment of not less than $5,000,000) of all, of its rights and obligations under this Agreement and its Note, and such Assignee shall assume such rights and obligations, pursuant to an Assignment and Assumption Agreement substantially in the form of Exhibit G hereto signed by such Assignee and such transferor Bank, with (and subject to) the subscribed consent of the Borrower (which shall not be unreasonably withheld) and the Agent; PROVIDED that (i) if an Assignee is an affiliate of such transferor Bank or was a Bank immediately before such assignment, no such consent shall be required but notice of such assignment shall be promptly provided to the Borrower and (ii) such assignment may, but need not, include rights of the transferor Bank in respect of outstanding Money Market Loans. When such instrument has been signed and delivered by the parties thereto and such Assignee has paid to such transferor Bank the purchase price agreed between them, such Assignee shall be a Bank party to this Agreement and shall have all the rights and obligations of a Bank with a Commitment as set forth in such instrument of assumption, and the transferor Bank shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection, the transferor Bank, the Agent and the Borrower shall make appropriate arrangements so that, if required, a new Note is issued to the Assignee. In connection with any such assignment, the transferor Bank shall pay to the Agent an administrative fee for processing such assignment in the amount of $2,500. If the Assignee is not incorporated under the laws of the United States or a State thereof, it shall deliver to the Borrower and the Agent certification as to exemption from deduction or withholding of United States federal income taxes in accordance with Section 8.04.
(d) Any Bank may at any time assign all or any portion of its rights under this Agreement and its Note to a Federal Reserve Bank. No such assignment shall release the transferor Bank from its obligations hereunder.
(e) No Assignee, Participant or other transferee of any Bank's rights and no Designated Lender designated by any Designating Bank shall be entitled to receive any greater payment under Section 8.03 or 8.04 than such Bank or Designating Bank would have been entitled to receive with respect to the rights transferred, unless such transfer is made with the Borrower's prior written consent or by reason of the provisions of Section 8.02, 8.03 or 8.04 requiring such Bank to designate a different Applicable Lending Office under certain circumstances.9.06
Appears in 1 contract
Samples: Term Loan Agreement (Ace LTD)
Successors; 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, except that the Borrower may not assign or otherwise transfer any of its rights under this Agreement without the prior written consent of all the BanksBank Parties.
(b) Any Bank may at any time grant to one or more banks or other institutions (each a "PARTICIPANT") participating interests in its Commitment or any or all of its LoansLoans and participations in Letters of Credit. If a Bank grants any such participating interest to a Participant, whether or not upon notice to the Borrower and the Administrative Agent, such Bank shall remain responsible for the performance of its obligations hereunder, and the Borrower Borrower, the LC Issuing Banks and the Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower and the LC Issuing Banks hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; PROVIDED that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement described in clause (i), (ii), (iii) or (iiiiv) of Section 9.05 10.05 without the consent of the Participant. The Borrower agrees that each Participant shall, to the extent provided in its participation agreement, be entitled to the benefits of Section 2.13 and Article 8 with respect to its participating interest. An assignment or other transfer which is not permitted by Section 9.06(csubsection (c) or 9.06(d(d) below shall be given effect for purposes of this Agreement only to the extent of a participating interest granted in accordance with this subsection.
(c) Any Bank may at any time assign to one or more banks or other institutions (each an "ASSIGNEE") all, or a proportionate part (equivalent to an initial Commitment of not less than $5,000,000) of all, of its rights and obligations under this Agreement and its Note, and such Assignee shall assume such rights and obligations, pursuant to an Assignment and Assumption Agreement substantially in the form of Exhibit G D hereto signed by such Assignee and such transferor Bank, with (and subject to) the subscribed consent of the Borrower (which shall not be unreasonably withheld) and the Agent; PROVIDED that (i) the withholding of any consent by the Borrower with respect to any assignment to an Assignee that is not a commercial bank shall not be deemed to be unreasonable), the Administrative Agent and the LC Issuing Banks; PROVIDED that if an Assignee is an affiliate of such transferor Bank or was a Bank immediately before such assignment, or, if at the time of such assignment, an Event of Default pursuant to Section 6.01(a), (g) or (h) shall have occurred and be continuing, no such consent of the Borrower shall be required but notice of required. Each such assignment shall be promptly provided to the Borrower and (ii) in such an amount that, after such assignment mayis made, but need not, include rights each of the transferor assignor Bank in respect and the Assignee will have an Outstanding Amount, together with their respective unused Commitments, of outstanding Money Market Loansat least $10,000,000. When such instrument has been signed and delivered by the parties thereto and such Assignee has paid to such transferor Bank the purchase price agreed between them, such Assignee shall be a Bank party to this Agreement and shall have all the rights and obligations of a Bank with a Commitment as set forth in such instrument of assumption, and the transferor Bank shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection, the transferor Bank, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if required, a new Note is issued to the Assignee. In connection with any such assignment, the transferor Bank shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $2,500. If the Assignee is not incorporated under the laws of the United States or a State political subdivision thereof, it shall deliver to the Borrower and the Administrative Agent certification as to its exemption from deduction or withholding of of, or its entitlement to a reduced withholding rate for, United States federal income taxes in accordance with Section 8.04.
(d) Any Bank may at any time assign all or any portion of its rights under this Agreement and its Note to a Federal Reserve Bank. No such assignment shall release the transferor Bank from its obligations hereunder.
(e) No Assignee, Participant or other transferee of any Bank's rights and no Designated Lender designated by any Designating Bank shall be entitled to receive any greater payment under Section 8.03 or 8.04 than such Bank or Designating Bank would have been entitled to receive with respect to the rights transferred, unless such transfer is made with the Borrower's prior written consent or by reason of the provisions of Section 8.02, 8.03 or 8.04 requiring such Bank to designate a different Applicable Lending Office under certain circumstancescircumstances or at a time when the circumstances giving rise to such greater payment did not exist.
Appears in 1 contract
Samples: Senior Reducing Revolving Credit Facility (Bellwether Exploration Co)
Successors; 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, except that the no Borrower may not assign or otherwise transfer any of its rights under this Agreement without the prior written consent of all the BanksLender Parties.
(b) Any Bank Lender may at any time grant to one or more banks or other institutions entities (each a "PARTICIPANT") participating interests in any of its Commitment Commitments or any or all of its Loans, participations in Letters of Credit and participations in Apollo Letters of Credit. If a Bank Lender grants any such participating interest to a Participant, whether or not upon notice to any of the Borrower and Borrowers or the Administrative Agent, such Bank Lender shall remain responsible for the performance of its obligations hereunder, and the Borrower Borrowers, the LC Issuing Bank, the Apollo LC Issuer and the Administrative Agent shall continue to deal solely and directly with such Bank Lender in connection with such BankLender's rights and obligations under this Agreement. Any agreement pursuant to which any Bank Lender may grant such a participating interest shall provide that such Bank Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower Borrowers, the LC Issuing Bank and the Apollo LC Issuer hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; PROVIDED provided that such participation agreement may provide that such Bank Lender will not agree to any modification, amendment or waiver of this Agreement described in clause (i), (ii) or (iii) of Section 9.05 11.05
(a) without the consent of the Participant. Each Borrower agrees that each Participant shall, to the extent provided in its participation agreement, be entitled to the benefits of Sections 2.16, 2.18 and 2.20 and Article 8 with respect to its participating interest. An assignment or other transfer which is not permitted by Section 9.06(c11.06(c) or 9.06(d11.06(d) below shall be given effect for purposes of this Agreement only to the extent of a participating interest granted in accordance with this subsection.
(c) Any Bank Lender may at any time assign to one or more banks or other institutions entities (each each, an "ASSIGNEE") all, or a proportionate part (equivalent to an initial Commitment of not less than $5,000,000) of all, of its rights and obligations under this Agreement and its Note, and such Assignee shall assume such rights and obligations, pursuant to an Assignment and Assumption Agreement substantially in the form of Exhibit G Q hereto signed by such Assignee and such transferor BankLender, with (and subject to) the subscribed consent of the Borrower Company (which shall not be unreasonably withheld) and withheld or delayed), the AgentAdministrative Agent (and, in the case of an assignment of a Term Loan-A Commitment or Term Loan-A Outstandings or a Revolving Commitment, the Apollo LC Issuer or LC Issuing Bank, as the case may be); PROVIDED provided that (i) unless the Company and the Administrative Agent otherwise consent, after giving effect to any proposed assignment (A) the Credit Exposure of the transferor Lender (together with its affiliates or, in the case of a transferor Lender that is a fund, the aggregate Credit Exposure of such Lender and its Related Funds) shall be equal to 140 $0 or at least $5,000,000, and (B) the Credit Exposure of the proposed Assignee (together with its affiliates or, in the case of an Assignee that is a fund, the aggregate Credit Exposure of such proposed Assignee and its Related Funds) shall be at least equal to $5,000,000 and (ii) if an a proposed Assignee is an affiliate of such transferor Bank a Lender, a Related Fund of any Lender or was a Bank Lender immediately before such assignment, no such consent of the Company, the Administrative Agent, the LC Issuing Bank or the Apollo LC Issuer shall be required; and provided further that no such consent of the Company shall be required but notice if at the time an Event of such assignment shall be promptly provided to the Borrower and (ii) such assignment may, but need not, include rights of the transferor Bank in respect of outstanding Money Market LoansDefault is continuing. When such instrument Assignment and Assumption Agreement has been signed and delivered by the parties thereto thereto, and such Assignee has paid to such transferor Bank Lender the purchase price agreed between them, such Assignee shall be a Bank Lender party to this Agreement and shall have all the rights and obligations of a Bank Lender with a Commitment Commitment(s) and, if applicable, Loans as set forth in such instrument of assumption, and the transferor Bank Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection, the transferor BankLender, the Administrative Agent and the Borrower Borrowers shall make appropriate arrangements so that, if required, a new Note is Notes are issued to the Assignee. In connection with any such assignment, the transferor Bank Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $2,5003,500; provided that only one such fee shall be due in respect of a simultaneous assignment to more than one Related Fund. If the Assignee is not incorporated under the laws of the United States or a State thereof, it shall deliver to the Borrower Company and the Administrative Agent certification as to exemption from deduction or withholding of United States federal income taxes in accordance with Section 8.04.
(d) Any Bank may at The provisions of this Section 11.06 concerning assignments relate only to absolute assignments; such provisions do not prohibit assignments creating security interests, including, without limitation, any time assign all pledge or assignment by a Lender of any portion of its rights under this Agreement and its Loan or Note to a any Federal Reserve BankBank in accordance with applicable law. No such assignment creating any security interest shall release the transferor Bank Lender from its obligations hereunder.
(e) No Assignee, Participant or other transferee of any Bank's rights and no Designated Lender designated by any Designating Bank shall be entitled to receive any greater payment under Section 8.03 or 8.04 than such Bank or Designating Bank would have been entitled to receive with respect to the rights transferred, unless such transfer is made with the Borrower's prior written consent or by reason of the provisions of Section 8.02, 8.03 or 8.04 requiring such Bank to designate a different Applicable Lending Office under certain circumstances.
Appears in 1 contract
Samples: Credit and Guarantee Agreement (SFX Entertainment Inc)
