Survival; Parties Bound; Successors and Assigns. (a) All representations, warranties, covenants and agreements made by or on behalf of the Borrower in connection herewith shall survive the execution and delivery of the Credit Documents, shall not be affected by any investigation made by any Person, and shall bind the Borrower and its successors, trustees, receivers and assigns and inure to the benefit of the successors and assigns of the Agent, the Lenders and the Issuing Bank (including any Affiliate of the Issuing Bank that issues any Letter of Credit); provided, however, that the Borrower may not assign or transfer any of its rights or obligations hereunder without the prior written consent of the Agent and all of the Lenders, and any such assignment or transfer without such consent shall be null and void. (b) Subject to Sections 9.5(d) and (e) of this Agreement, a Lender may assign part of its Lender Commitment to an Eligible Institution so long as such assignment shall (i) include the voting rights and all other rights and obligations attributable thereto, and include a written assumption by the assignee of the assigning Lender's obligations under the Credit Documents, (ii) require the written consent of the Borrower (so long as no Event of Default is then in existence) and the Agent (and in the case of an assignment of all or a portion of a Lender Commitment or any Lender's obligation in respect of its LC Exposure, the Issuing Bank), such consents not to be unreasonably withheld, (iii) be in a minimum amount of $5,000,000.00 if assigned to a Person not already a Lender, (iv) not reduce the Lender's Lender Commitment to an amount less than $5,000,000.00, and (v) include payment to the Agent by the Lender of a service fee for each assignment equal to $3,000.00. (c) Subject to Section 9.5(d) and (e) of this Agreement, a Lender may sell participating interests in any of its Loans to (i) an Eligible Institution so long as such participation shall (A) limit the voting rights of the participant, if any, to the ability to vote for changes in the amount of the Total Commitment, the interest rate on the Loans, the amount of the Commitment Fee, the Letter of Credit Fee or the Extension Fee, the requirements for Guaranties and for collateral, and the Maturity Date, and (B) require written notice to the Agent and the Borrower but not any consent of the Agent, the Borrower or any other Lender; and (ii) any Person formed to hold Eurodollar Rate Borrowings for specific Interest Periods, with liquidity and credit support provided by the participating Lender, so long as such participation shall convey no voting rights to the participant. In connection with any sale of a participating interest made in compliance with this Agreement, (i) the participating Lender shall continue to be liable for its Lender Commitment and its other obligations under the Credit Documents, (ii) the Agent, the Borrower and the other Lenders shall continue to deal solely and directly with the participating Lender in connection with such Lender's rights and obligations under the Credit Documents, and (iii) the participant may not require the participating Lender to take or refrain from taking any action under the Credit Documents that is in conflict with the terms and provisions of the Credit Documents. (d) A Lender may assign all or any part of its Loans, participations in Letters of Credit or its Lender Commitment or its Lender Commitment to an Affiliate of the Lender without written consent of the Agent and the Borrower. (e) Notwithstanding any provision hereof to the contrary, any Lender may assign and pledge all or any portion of its Lender Commitment and Loans to a Federal Reserve Bank; provided, however, that any such assignment or pledge shall not relieve such Lender from its obligations under the Credit Documents. (f) The term of this Agreement shall be until the final maturity of the Notes and the payment of all amounts due under the Credit Documents.
Appears in 2 contracts
Samples: Credit Agreement (Eastgroup Properties Inc), Credit Agreement (Eastgroup Properties Inc)
Survival; Parties Bound; Successors and Assigns. (a) All representations, warranties, covenants and agreements made by or on behalf of the Borrower in connection herewith shall survive the execution and delivery of the Credit Documents, shall not be affected by any investigation made by any Person, and shall bind the Borrower and its successors, trustees, receivers and assigns and inure to the benefit of the successors and assigns of the Agent, the Lenders and the Issuing Bank Banks (including any Affiliate of the applicable Issuing Bank that issues any Letter of Credit); provided, however, that the Borrower may not assign or transfer any of its rights or obligations hereunder without the prior written consent of the Agent and all of the Lenders, and any such assignment or transfer without such consent shall be null and void.
(b) Subject to Sections 9.5(d) and (e) of this Agreement, a Lender may assign part of its Lender Commitment to an Eligible Institution so long as such assignment shall (i) include the voting rights and all other rights and obligations attributable thereto, and include a written assumption by the assignee of the assigning Lender's ’s obligations under the Credit Documents, (ii) require the written consent of the Borrower (so long as no Event of Default is then in existence) and the Agent (and in the case of an assignment of all or a portion of a Lender Commitment or any Lender's ’s obligation in respect of its LC Exposure, the applicable Issuing Bank), such consents not to be unreasonably withheld, (iii) be in a minimum amount of $5,000,000.00 if assigned to a Person not already a Lender, (iv) not reduce the Lender's ’s Lender Commitment to an amount less than $5,000,000.00, unless such Lender’s Commitment is reduced to zero, and (v) include payment to the Agent by the Lender of a service fee for each assignment equal to $3,000.00. Any attempted Assignment which is not permitted in accordance with this subsection shall be treated as the sale of a participating interest.
(c) Subject to Section 9.5(d) and (e) of this Agreement, a Lender may sell participating interests in any of its Loans to (i) an Eligible Institution any Person so long as such participation shall (A) limit the voting rights of the participant, if any, to the ability to vote for changes in the amount of the Total Commitment, or the applicable Lender Commitment, the interest rate on the LoansLoans (or any extension of the time for the payment thereof, the amount or any extension of the Commitment time for the payment thereof, of the Facility Fee, the Letter of Credit Fee or the Extension Fee, the requirements for Guaranties and for collateral, and the Maturity Date, and (B) require written notice to the Agent and the Borrower but not any consent of the Agent, the Borrower or any other Lender; and (ii) any Person formed to hold Eurodollar Rate LIBOR Borrowings for specific Interest Periods, with liquidity and credit support provided by the participating Lender, so long as such participation shall convey no voting rights to the participant. In connection with any sale of a participating interest made in compliance with this Agreement, (i) the participating Lender shall continue to be liable for its Lender Commitment and its other obligations under the Credit Documents, (ii) the Agent, the Borrower and the other Lenders shall continue to deal solely and directly with the participating Lender in connection with such Lender's ’s rights and obligations under the Credit Documents, and (iii) the participant may not require the participating Lender to take or refrain from taking any action under the Credit Documents that is in conflict with the terms and provisions of the Credit Documents, and (iv) the participant shall have the same rights that a Lender may have under Section 2.5 (solely with respect to the set-off rights provided in such section, provided that such participant also agrees to be subject to the remaining provisions under such section), Section 3.5(b), Section 3.9 and Section 5.14.
(d) A Lender may assign all or any part of its Loans, participations in Letters of Credit or its Lender Commitment or its Lender Commitment to another Lender, an Affiliate of the Lender Lender, or to an Approved Fund, without written consent of the Agent and the Borrower.
(e) Notwithstanding any provision hereof to the contrary, any Lender may assign and pledge all or any portion of its Lender Commitment and Loans to a Federal Reserve Bank; provided, however, that any such assignment or pledge shall not relieve such Lender from its obligations under the Credit Documents.
(f) The term of this Agreement shall be until the final maturity of the Notes and the payment of all amounts due under the Credit Documents.
(g) Any Lender may share information with respect to any of the Obligors with any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations under this Agreement.
(h) No assignment or participation of any Lender’s interest to any Obligor or any Affiliate of any Obligor shall be permitted.
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Survival; Parties Bound; Successors and Assigns. (a) All representations, warranties, covenants and agreements made by or on behalf of the Borrower in connection herewith shall survive the execution and delivery of the Credit Documents, shall not be affected by any investigation made by any Person, and shall bind the Borrower and its successors, trustees, receivers and assigns and inure to the benefit of the successors and assigns of the Agent, the Lenders and the Issuing Bank (including any Affiliate of the Issuing Bank that issues any Letter of Credit)Lenders; provided, however, that the Borrower may not assign or transfer any of its rights or obligations hereunder without the prior written consent of the Agent and all of the Lenders, and any such assignment or transfer without such consent shall be null and void.
(ba) Subject to Sections 9.5(d) and (e) of this Agreement, a Lender may assign part of its Lender Commitment to an Eligible Institution so long as such assignment shall (i) include the voting rights and all other rights and obligations attributable thereto, and include a written assumption by the assignee of the assigning Lender's obligations under the Credit Documents, (ii) require the written consent of the Borrower (so long as no Event of Default is then in existence) and the Agent (and in the case of an assignment of all or a portion of a Lender Commitment or any Lender's obligation in respect of its LC Exposure, the Issuing Bank)Agent, such consents not to be unreasonably withheld, (iii) be in a minimum amount of $5,000,000.00 if assigned to a Person not already a Lender, (iv) not reduce the Lender's Lender Commitment to an amount less than $5,000,000.00, unless such Lender Commitment is reduced to zero, and (v) include payment to the Agent by the Lender of a service fee for each assignment equal to $3,000.00. Any attempted assignment which is not permitted in accordance with this subsection shall be treated as a sale of a participating interest.
(cb) Subject to Section 9.5(d) and (e) of this Agreement, a Lender may sell participating interests in any of its Loans portion of the Loan to (i) an Eligible Institution any Person so long as such participation shall (A) limit the voting rights of the participant, if any, to the ability to vote for changes in the amount of the Total Commitment, or the applicable Lender Commitment, the interest rate on the Loans, the amount Loan (or any extension of the Commitment Fee, time for the Letter of Credit Fee or the Extension Feepayment thereof), the requirements for Guaranties and for collateral, and the Maturity Date, and (B) require written notice to the Agent and the Borrower but not any consent of the Agent, the Borrower or any other Lender; and (ii) any Person formed to hold Eurodollar Rate LIBOR Borrowings for specific LIBOR Interest Periods, with liquidity and credit support provided by the participating Lender, so long as such participation shall convey no voting rights to the participant. In connection with any sale of a participating interest made in compliance with this Agreement, (i) the participating Lender shall continue to be liable for its Lender Commitment and its other obligations under the Credit Documents, (ii) the Agent, the Borrower and the other Lenders shall continue to deal solely and directly with the participating Lender in connection with such Lender's rights and obligations under the Credit Documents, and (iii) the participant may not require the participating Lender to take or refrain from taking any action under the Credit Documents that is in conflict with the terms and provisions of the Credit Documents, and (iv) the participant shall have the same rights that a Lender may have under Section 5.14.
(dc) A Lender may assign all or any part of its Loans, participations in Letters of Credit or its Lender Commitment Loan or its Lender Commitment to another Lender, an Affiliate of the Lender Lender, or to an Approved Fund, without written consent of the Agent and the Borrower.
(ed) Notwithstanding any provision hereof to the contrary, any Lender may assign and pledge all or any portion of its Lender Commitment and Loans to a Federal Reserve Bank; provided, however, that any such assignment or pledge shall not relieve such Lender from its obligations under the Credit Documents.
(fe) The term of this Agreement shall be until the final maturity of the Notes and the payment of all amounts due under the Credit Documents.
(f) Any Lender may share information with respect to any of the Obligors with any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations under this Agreement.
(g) No assignment or participation of any Lender's interest to any Obligor or any Affiliate of any Obligor shall be permitted.
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Survival; Parties Bound; Successors and Assigns. (a) All representations, warranties, covenants and agreements made by or on behalf of the Borrower in connection herewith shall survive the execution and delivery of the Credit Documents, shall not be affected by any investigation made by any Person, and shall bind the Borrower and its successors, trustees, receivers and assigns and inure to the benefit of the successors and assigns of the Agent, the Lenders and the Issuing Bank Banks (including any Affiliate of the applicable Issuing Bank that issues any Letter of Credit); provided, however, that the Borrower may not assign or transfer any of its rights or obligations hereunder without the prior written consent of the Agent and all of the Lenders, and any such assignment or transfer without such consent shall be null and void.
(b) Subject to Sections 9.5(d) and (e) of this Agreement, a Lender may assign part of its Lender Commitment to an Eligible Institution so long as such assignment shall (i) include the voting rights and all other rights and obligations attributable thereto, and include a written assumption by the assignee of the assigning Lender's ’s obligations under the Credit Documents, (ii) require the written consent of the Borrower (so long as no Event of Default is then in existence) and the Agent (and in the case of an assignment of all or a portion of a Lender Commitment or any Lender's ’s obligation in respect of its LC Exposure, the applicable Issuing Bank), such consents of the Borrower and Agent not to be unreasonably withheld, (iii) be in a minimum amount of $5,000,000.00 if assigned to a Person not already a Lender, (iv) not reduce the Lender's ’s Lender Commitment to an amount less than $5,000,000.00, unless such Lender’s Commitment is reduced to zero, and (v) include payment to the Agent by the Lender of a service fee for each assignment equal to $3,000.00. Any attempted Assignment which is not permitted in accordance with this subsection shall be treated as the sale of a participating interest.
(c) Subject to Section 9.5(d) and (e) of this Agreement, a Lender may sell participating interests in any of its Loans to (i) an Eligible Institution any Person so long as such participation shall (A) limit the voting rights of the participant, if any, to the ability to vote for changes in the amount of the Total Commitment, or the applicable Lender Commitment, the interest rate on the LoansLoans (or any extension of the time for the payment thereof, the amount or any extension of the Commitment time for the payment thereof, of the Facility Fee, the Letter of Credit Fee or the Extension Fee, the requirements for Guaranties and for collateral, and the Maturity Date, and (B) require written notice to the Agent and the Borrower but not any consent of the Agent, the Borrower or any other Lender; and (ii) any Person formed to hold Eurodollar Rate LIBOR Borrowings for specific Interest Periods, with liquidity and credit support provided by the participating Lender, so long as such participation shall convey no voting rights to the participant. In connection with any sale of a participating interest made in compliance with this Agreement, (i) the participating Lender shall continue to be liable for its Lender Commitment and its other obligations under the Credit Documents, (ii) the Agent, the Borrower and the other Lenders shall continue to deal solely and directly with the participating Lender in connection with such Lender's ’s rights and obligations under the Credit Documents, and (iii) the participant may not require the participating Lender to take or refrain from taking any action under the Credit Documents that is in conflict with the terms and provisions of the Credit Documents, and (iv) the participant shall have the same rights that a Lender may have under Section 2.5 (solely with respect to the set-off rights provided in such section, provided that such participant also agrees to be subject to the remaining provisions under such section), Section 3.5(b), Section 3.9 and Section 5.14.
(d) A Lender may assign all or any part of its Loans, participations in Letters of Credit or its Lender Commitment or its Lender Commitment to another Lender, an Affiliate of the Lender Lender, or to an Approved Fund, without written consent of the Agent and the Borrower.
(e) Notwithstanding any provision hereof to the contrary, any Lender may assign and pledge all or any portion of its Lender Commitment and Loans to a Federal Reserve Bank; provided, however, that any such assignment or pledge shall not relieve such Lender from its obligations under the Credit Documents.
(f) The term of this Agreement shall be until the final maturity of the Notes and the payment of all amounts due under the Credit Documents.
(g) Any Lender may share information with respect to any of the Obligors with any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations under this Agreement.
(h) No assignment or participation of any Lender’s interest to any Obligor, any Affiliate of any Obligor, any Defaulting Lender, or any natural Person (or holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person) shall be permitted.
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Survival; Parties Bound; Successors and Assigns. (a) All representations, warranties, covenants and agreements made by or on behalf of the Borrower in connection herewith shall survive the execution and delivery of the Credit Documents, shall not be affected by any investigation made by any Person, and shall bind the Borrower and its successors, trustees, receivers and assigns and inure to the benefit of the successors and assigns of the Agent, the Lenders Agent and the Issuing Bank (including any Affiliate of the Issuing Bank that issues any Letter of Credit)Lenders; provided, however, that the Borrower may not assign or transfer any of its rights or obligations hereunder without the prior written consent of the Agent and all of the Lenders, and any such assignment or transfer without such consent shall be null and void.
(b) Subject to Sections 9.5(d) and (e) of this Agreement, a Lender may assign all or part of its Lender Commitment to an Eligible Institution Assignee so long as such assignment shall (i1) include the voting rights and all other rights and obligations attributable thereto, and include (2) except in the case of an assignment to a written assumption by the assignee Lender or an Affiliate of the assigning a Lender or an Approved Fund with respect to a Lender's obligations under the Credit Documents, (ii) require the written consent of the Borrower (so long as no Event of Default is then in existence) and the Agent (and in the case of an assignment of all or a portion of a Lender Commitment or any Lender's obligation in respect of its LC Exposure, the Issuing Bank)Agent, such consents consent not to be unreasonably withheld, (iii3) be in a minimum amount of $5,000,000.00 if assigned to a Person not already a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender, (iv4) not reduce the Lender's Lender Commitment to an amount less than $5,000,000.005,000,000.00 unless it is an assignment of the entire remaining amount of the Lender's Lender Commitment, and (v5) include payment to the Agent by the Lender of a service fee for each assignment equal to $3,000.00.
(c) Subject to Section 9.5(d) and (e) of this Agreement, a Lender may sell participating interests in any of its Loans to (i) an Eligible Institution Assignee so long as such participation shall (A1) limit the voting rights of the participant, if any, to the ability to vote for changes in the amount of the Total Commitment, the interest rate on the Loans, the amount of the Commitment Fee, the Letter of Credit Fee or the Extension Fee, the requirements for Guaranties and for collateral, and the Maturity Date, and (B2) require written notice to the Agent and the Borrower but not any consent of the Agent, the Borrower or any other Lender; and (ii) any Person formed to hold Eurodollar Rate Borrowings for specific Interest Periods, with liquidity and credit support provided by the participating Lender, so long as such participation shall convey no voting rights to the participant. In connection with any sale of a participating interest made in compliance with this Agreement, (i) the participating Lender shall continue to be liable for its Lender Commitment and its other obligations under the Credit Documents, (ii) the Agent, the Borrower and the other Lenders shall continue to deal solely and directly with the participating Lender in connection with such Lender's rights and obligations under the Credit Documents, and (iii) the participant may not require the participating Lender to take or refrain from taking any action under the Credit Documents that is in conflict with the terms and provisions of the Credit Documents.
(d) A Lender may assign all or any part of its Loans, participations in Letters of Credit or its Lender Commitment Loans or its Lender Commitment to an Affiliate of the Lender without written consent of the Agent and or the Borrower.
(e) Notwithstanding any provision hereof to the contrary, any Lender may assign and pledge all or any portion of its Lender Commitment and Loans to a Federal Reserve Bank; provided, however, that any such assignment or pledge shall not relieve such Lender from its obligations under the Credit Documents.
(f) The term of this Agreement shall be until the final maturity of the Notes and the payment of all amounts due under the Credit Documents.
Appears in 1 contract
Survival; Parties Bound; Successors and Assigns. (a) All representations, warranties, covenants and agreements made by or on behalf of the Borrower in connection herewith shall survive the execution and delivery of the Credit Documents, shall not be affected by any investigation made by any Person, and shall bind the Borrower and its successors, trustees, receivers and assigns and inure to the benefit of the successors and assigns of the Agent, the Lenders and the Issuing Bank Banks (including any Affiliate of the applicable Issuing Bank that issues any Letter of Credit); provided, however, that the Borrower may not assign or transfer any of its rights or obligations hereunder without the prior written consent of the Agent and all of the Lenders, and any such assignment or transfer without such consent shall be null and void.
(b) Subject to Sections 9.5(d) and (e) of this Agreement, a Lender may assign part of its Lender Commitment to an Eligible Institution so long as such assignment shall (i) include the voting rights and all other rights and obligations attributable thereto, and include a written assumption by the assignee of the assigning Lender's ’s obligations under the Credit Documents, (ii) require the written consent of the Borrower (so long as no Event of Default is then in existence) and the Agent (and in the case of an assignment of all or a portion of a Lender Commitment or any Lender's ’s obligation in respect of its LC Exposure, the applicable Issuing Bank), such consents of the Borrower and Agent not to be unreasonably withheld, (iii) be in a minimum amount of $5,000,000.00 if assigned to a Person not already a Lender, (iv) not reduce the Lender's ’s Lender Commitment to an amount less than $5,000,000.00, unless such Lender’s Commitment is reduced to zero, and (v) include payment to the Agent by the Lender of a service fee for each assignment equal to $3,000.00. Any attempted Assignment which is not permitted in accordance with this subsection shall be treated as the sale of a participating interest.
(c) Subject to Section 9.5(d) and (e) of this Agreement, a Lender may sell participating interests in any of its Loans to (i) an Eligible Institution any Person so long as such participation shall (A) limit the voting rights of the participant, if any, to the ability to vote for changes in the amount of the Total Commitment, or the applicable Lender Commitment, the interest rate on the LoansLoans (or any extension of the time for the payment thereof, the amount or any extension of the Commitment time for the payment thereof, of the Facility Fee, the Letter of Credit Fee or the Extension Fee, the requirements for Guaranties and for collateral, and the Maturity Date, and (B) require written notice to the Agent and the Borrower but not any consent of the Agent, the Borrower or any other Lender; and (ii) any Person formed to hold Eurodollar Rate LIBORTerm SOFR Borrowings for specific Interest Periods, with liquidity and credit support provided by the participating Lender, so long as such participation shall convey no voting rights to the participant. In connection with any sale of a participating interest made in compliance with this Agreement, (i) the participating Lender shall continue to be liable for its Lender Commitment and its other obligations under the Credit Documents, (ii) the Agent, the Borrower and the other Lenders shall continue to deal solely and directly with the participating Lender in connection with such Lender's ’s rights and obligations under the Credit Documents, and (iii) the participant may not require the participating Lender to take or refrain from taking any action under the Credit Documents that is in conflict with the terms and provisions of the Credit Documents, and (iv) the participant shall have the same rights that a Lender may have under Section 2.5 (solely with respect to the set-off rights provided in such section, provided that such participant also agrees to be subject to the remaining provisions under such section), Section 3.5(b), Section 3.9 and Section 5.14.
(d) A Lender may assign all or any part of its Loans, participations in Letters of Credit or its Lender Commitment or its Lender Commitment to another Lender, an Affiliate of the Lender Lender, or to an Approved Fund, without written consent of the Agent and the Borrower.
(e) Notwithstanding any provision hereof to the contrary, any Lender may assign and pledge all or any portion of its Lender Commitment and Loans to a Federal Reserve Bank; provided, however, that any such assignment or pledge shall not relieve such Lender from its obligations under the Credit Documents.
(f) The term of this Agreement shall be until the final maturity of the Notes and the payment of all amounts due under the Credit Documents.
(g) Any Lender may share information with respect to any of the Obligors with any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations under this Agreement.
(h) No assignment or participation of any Lender’s interest to any Obligor, any Affiliate of any Obligor, any Defaulting Lender, or any natural Person (or holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person) shall be permitted.
Appears in 1 contract
Survival; Parties Bound; Successors and Assigns. (a) All representations, warranties, covenants and agreements made by or on behalf of the Borrower in connection herewith shall survive the execution and delivery of the Credit Documents, shall not be affected by any investigation made by any Person, and shall bind the Borrower and its successors, trustees, receivers and assigns and inure to the benefit of the successors and assigns of the Agent, Agent and the Lenders and the Issuing Bank (including any Affiliate of the Issuing Bank that issues any Letter of Credit); provided, however, that (i) the Borrower may not assign or transfer any of its rights or obligations hereunder without the prior written consent of the Agent and all of the Lenders, and any such assignment or transfer without such consent shall be null and void, and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Affiliates of each of the Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.
(bi) Subject to Sections 9.5(dthe conditions set forth in paragraph (b)(ii) and (e) of this Agreementbelow, a any Lender may assign part to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Lender Commitment and the Loans at the time owing to an Eligible Institution so long as it) with the prior written consent (such assignment shall consent not to be unreasonably withheld) of:
(iA) include the voting rights and all other rights and obligations attributable theretoBorrower, and include a written assumption by the assignee of the assigning Lender's obligations under the Credit Documents, (ii) require the written provided that no consent of the Borrower shall be required if a Default has occurred and is continuing; and
(so long as no Event of Default is then in existenceB) and the Agent Agent.
(and ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment of all or a portion the entire remaining amount of a the assigning Lender’s Lender Commitment or any Lender's obligation in respect of its LC Exposure, the Issuing Bank), such consents not to be unreasonably withheld, (iii) be in a minimum amount of $5,000,000.00 if assigned to a Person not already a Lender, (iv) not reduce the Lender's Lender Commitment to an amount less than $5,000,000.00, and (v) include payment to the Agent by the Lender of a service fee for each assignment equal to $3,000.00.
(c) Subject to Section 9.5(d) and (e) of this Agreement, a Lender may sell participating interests in any of its Loans to (i) an Eligible Institution so long as such participation shall (A) limit the voting rights of the participant, if any, to the ability to vote for changes in the amount of the Total Commitment, the interest rate on the Loans, the amount of the Lender Commitment Fee, or Loans of the Letter assigning Lender subject to each such assignment (determined as of Credit Fee or the Extension Fee, date the requirements for Guaranties Assignment and for collateral, and the Maturity Date, and (B) require written notice Assumption with respect to such assignment is delivered to the Agent and the Borrower but Agent) shall not any consent be less than $10,000,000 unless each of the Agent, the Borrower or any other Lender; and (ii) any Person formed to hold Eurodollar Rate Borrowings for specific Interest Periods, with liquidity and credit support provided by the participating Lender, so long as such participation shall convey no voting rights to the participant. In connection with any sale of a participating interest made in compliance with this Agreement, (i) the participating Lender shall continue to be liable for its Lender Commitment and its other obligations under the Credit Documents, (ii) the Agent, the Borrower and the other Lenders Agent otherwise consent, provided that no such consent of the Borrower shall continue to deal solely be required if a Default has occurred and directly with is continuing;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the participating Lender in connection with such assigning Lender's ’s rights and obligations under the Credit Documents, and this Agreement;
(iiiC) the participant may not require parties to each assignment shall execute and deliver to the participating Agent an Assignment and Assumption, together with a processing and recordation fee paid by the assigning Lender to take or refrain from taking any action under the Credit Documents that is in conflict with the terms and provisions of the Credit Documents.$2,500; and
(dD) A Lender may assign all or any part of its Loansthe assignee, participations in Letters of Credit or its Lender Commitment or its Lender Commitment if it shall not be a Lender, shall deliver to an Affiliate of the Lender without written consent of the Agent and the Borroweran Administrative Questionnaire.
(e) Notwithstanding any provision hereof to the contrary, any Lender may assign and pledge all or any portion of its Lender Commitment and Loans to a Federal Reserve Bank; provided, however, that any such assignment or pledge shall not relieve such Lender from its obligations under the Credit Documents.
(f) The term of this Agreement shall be until the final maturity of the Notes and the payment of all amounts due under the Credit Documents.
Appears in 1 contract
Survival; Parties Bound; Successors and Assigns. (a) All representations, warranties, covenants and agreements made by or on behalf of the Borrower in connection herewith shall survive the execution and delivery of the Credit Documents, shall not be affected by any investigation made by any Person, and shall bind the Borrower and its successors, trustees, receivers and assigns and inure to the benefit of the successors and assigns of the Agent, the Lenders and the Issuing Bank (including any Affiliate of the Issuing Bank that issues any Letter of Credit); provided, however, that the Borrower may not assign or transfer any of its rights or obligations hereunder without the prior written consent of the Agent and all of the Lenders, and any such assignment or transfer without such consent shall be null and void.
(b) Subject to Sections 9.5(d) and (e) of this Agreement, a Lender may assign part of its Lender Commitment to an Eligible Institution so long as such assignment shall (i) include the voting rights and all other rights and obligations attributable thereto, and include a written assumption by the assignee of the assigning Lender's obligations under the Credit Documents, (ii) require the written consent of the Borrower (so long as no Event of Default is then in existence) and the Agent (and in the case of an assignment of all or a portion of a Lender Commitment or any Lender's obligation in respect of its LC Exposure, the Issuing Bank), such consents not to be unreasonably withheld, (iii) be in a minimum amount of $5,000,000.00 if assigned to a Person not already a Lender, (iv) not reduce the Lender's Lender Commitment to an amount less than $5,000,000.00, unless such Lender's Commitment is reduced to zero, and (v) include payment to the Agent by the Lender of a service fee for each assignment equal to $3,000.00. Any attempted Assignment which is not permitted in accordance with this subsection shall be treated as the sale of a participating interest.
(c) Subject to Section 9.5(d) and (e) of this Agreement, a Lender may sell participating interests in any of its Loans to (i) an Eligible Institution any Person so long as such participation shall (A) limit the voting rights of the participant, if any, to the ability to vote for changes in the amount of the Total Commitment, or the applicable Lender Commitment, the interest rate on the LoansLoans (or any extension of the time for the payment thereof, the amount or any extension of the Commitment time for the payment thereof, of the Facility Fee, the Letter of Credit Fee or the Extension Fee, the requirements for Guaranties and for collateral, and the Maturity Date, and (B) require written notice to the Agent and the Borrower but not any consent of the Agent, the Borrower or any other Lender; and (ii) any Person formed to hold Eurodollar Rate LIBOR Borrowings for specific Interest Periods, with liquidity and credit support provided by the participating Lender, so long as such participation shall convey no voting rights to the participant. In connection with any sale of a participating interest made in compliance with this Agreement, (i) the participating Lender shall continue to be liable for its Lender Commitment and its other obligations under the Credit Documents, (ii) the Agent, the Borrower and the other Lenders shall continue to deal solely and directly with the participating Lender in connection with such Lender's rights and obligations under the Credit Documents, and (iii) the participant may not require the participating Lender to take or refrain from taking any action under the Credit Documents that is in conflict with the terms and provisions of the Credit Documents, and (iv) the participant shall have the same rights that a Lender may have under Section 5.14.
(d) A Lender may assign all or any part of its Loans, participations in Letters of Credit or its Lender Commitment or its Lender Commitment to another Lender, an Affiliate of the Lender Lender, or to an Approved Fund, without written consent of the Agent and the Borrower.
(e) Notwithstanding any provision hereof to the contrary, any Lender may assign and pledge all or any portion of its Lender Commitment and Loans to a Federal Reserve Bank; provided, however, that any such assignment or pledge shall not relieve such Lender from its obligations under the Credit Documents.
(f) The term of this Agreement shall be until the final maturity of the Notes and the payment of all amounts due under the Credit Documents.
(g) Any Lender may share information with respect to any of the Obligors with any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations under this Agreement.
(h) No assignment or participation of any Lender's interest to any Obligor or any Affiliate of any Obligor shall be permitted.
Appears in 1 contract
Survival; Parties Bound; Successors and Assigns. (a) All representations, warranties, covenants and agreements made by or on behalf of the Borrower in connection herewith shall survive the execution and delivery of the Credit Documents, shall not be affected by any investigation made by any Person, and shall bind the Borrower and its successors, trustees, receivers and assigns and inure to the benefit of the successors and assigns of the Agent, Agent the Lenders and the Issuing Bank (including any Affiliate of the Issuing Bank that issues any Letter of Credit)Bank; provided, however, that the Borrower may not assign or transfer any of its rights or obligations hereunder without the prior written consent of the Agent and all of the Lenders, and any such assignment or transfer without such consent shall be null and void.
(b) Subject to Sections 9.5(d) and (e) of this Agreement, a Lender may assign all or part of its Lender Commitment to an Eligible Institution Assignee so long as such assignment shall (i1) include the voting rights and all other rights and obligations attributable thereto, and include a written assumption by the assignee of the assigning Lender's obligations under the Credit Documents, (ii2) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, require the written consent of the Borrower (so long as no Event of Default is then in existence) and the Agent (and and, in the case of an assignment of all or a portion part of a Lender Commitment or any Lender's obligation obligations in respect of to its LC Exposure, the Issuing Bank), such consents consent not to be unreasonably withheld, (iii3) be in a minimum amount of $5,000,000.00 if assigned to a Person not already a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender, (iv4) not reduce the Lender's Lender Commitment to an amount less than $5,000,000.005,000,000.00 unless it is an assignment of the entire remaining amount of the Lender's Lender Commitment, and (v5) include payment to the Agent by the Lender of a service fee for each assignment equal to $3,000.00.
(c) Subject to Section 9.5(d) and (e) of this Agreement, a Lender may sell participating interests in any of its Loans to (i) an Eligible Institution so long as such participation shall (A) limit the voting rights of the participant, if any, to the ability to vote for changes in the amount of the Total Commitment, the interest rate on the Loans, the amount of the Commitment Fee, the Letter of Credit Fee or the Extension Fee, the requirements for Guaranties and for collateral, and the Maturity Date, and (B) require written notice to the Agent and the Borrower but not any consent of the Agent, the Borrower or any other Lender; and (ii) any Person formed to hold Eurodollar Rate Borrowings for specific Interest Periods, with liquidity and credit support provided by the participating Lender, so long as such participation shall convey no voting rights to the participant. In connection with any sale of a participating interest made in compliance with this Agreement, (i) the participating Lender shall continue to be liable for its Lender Commitment and its other obligations under the Credit Documents, (ii) the Agent, the Borrower and the other Lenders shall continue to deal solely and directly with the participating Lender in connection with such Lender's rights and obligations under the Credit Documents, and (iii) the participant may not require the participating Lender to take or refrain from taking any action under the Credit Documents that is in conflict with the terms and provisions of the Credit Documents.
(d) A Lender may assign all or any part of its Loans, participations in Letters of Credit or its Lender Commitment or its Lender Commitment to an Affiliate of the Lender without written consent of the Agent and the Borrower.
(e) Notwithstanding any provision hereof to the contrary, any Lender may assign and pledge all or any portion of its Lender Commitment and Loans to a Federal Reserve Bank; provided, however, that any such assignment or pledge shall not relieve such Lender from its obligations under the Credit Documents.
(f) The term of this Agreement shall be until the final maturity of the Notes and the payment of all amounts due under the Credit Documents.
Appears in 1 contract
Survival; Parties Bound; Successors and Assigns. (a) All representations, warranties, covenants and agreements made by or on behalf of the Borrower in connection herewith shall survive the execution and delivery of the Credit Documents, shall not be affected by any investigation made by any Person, and shall bind the Borrower and its successors, trustees, receivers and assigns and inure to the benefit of the successors and assigns of the Agent, the Lenders Agent and the Issuing Bank (including any Affiliate of the Issuing Bank that issues any Letter of Credit)Lenders; provided, however, that the Borrower may not assign or transfer any of its rights or obligations hereunder without the prior written consent of the Agent and all of the Lenders, and any such assignment or transfer without such consent shall be null and void.
(b) Subject to Sections SECTIONS 9.5(d) and (e) of this Agreement, a Lender may assign part of its Lender Commitment to an Eligible Institution so long as such assignment shall (i1) include the voting rights and all other rights and obligations attributable thereto, and include a written assumption by the assignee of the assigning Lender's obligations under the Credit Documents, (ii2) require the written consent of the Borrower (so long as no Event of Default is then in existence) and the Agent (and in the case of an assignment of all or a portion of a Lender Commitment or any Lender's obligation in respect of its LC Exposure, the Issuing Bank)Agent, such consents consent not to be unreasonably withheld, (iii3) be in a minimum amount of $5,000,000.00 if assigned to a Person not already a Lender, (iv4) not reduce the Lender's Lender Commitment to an amount less than $5,000,000.00, and (v5) include payment to the Agent by the Lender of a service fee for each assignment equal to $3,000.00.
(c) Subject to Section SECTION 9.5(d) and (e) of this Agreement, a Lender may sell participating interests in any of its Loans to (iA) an Eligible Institution so long as such participation shall (A1) limit the voting rights of the participant, if any, to the ability to vote for changes in the amount of the Total Commitment, the interest rate on the Loans, the amount of the Commitment Fee, the Letter of Credit Fee or the Extension Fee, the requirements for Guaranties and for collateral, and the Maturity Date, and (B2) require written notice to the Agent and the Borrower but not any consent of the Agent, the Borrower or any other Lender; and (iiB) any Person formed to hold Eurodollar Rate Borrowings for specific Interest Periods, with liquidity and credit support provided by the participating Lender, so long as such participation shall convey no voting rights to the participant. In connection with any sale of a participating interest made in compliance with this Agreement, (i) the participating Lender shall continue to be liable for its Lender Commitment and its other obligations under the Credit Documents, (ii) the Agent, the Borrower and the other Lenders shall continue to deal solely and directly with the participating Lender in connection with such Lender's rights and obligations under the Credit Documents, and (iii) the participant may not require the participating Lender to take or refrain from taking any action under the Credit Documents that is in conflict with the terms and provisions of the Credit Documents.
(d) A Lender may assign all or any part of its Loans, participations in Letters of Credit or its Lender Commitment Loans or its Lender Commitment to an Affiliate of the Lender without written consent of the Agent and the Borrower.
(e) Notwithstanding any provision hereof to the contrary, any Lender may assign and pledge all or any portion of its Lender Commitment and Loans to a Federal Reserve Bank; provided, however, that any such assignment or pledge shall not relieve such Lender from its obligations under the Credit Documents.
(f) The term of this Agreement shall be until the final maturity of the Notes and the payment of all amounts due under the Credit Documents.
Appears in 1 contract
Survival; Parties Bound; Successors and Assigns. (a) All representations, warranties, covenants and agreements made by or on behalf of the Borrower in connection herewith shall survive the execution and delivery of the Credit Documents, shall not be affected by any investigation made by any Person, and shall bind the Borrower and its successors, trustees, receivers and assigns and inure to the benefit of the successors and assigns of the Agent, the Lenders Agent and the Issuing Bank (including any Affiliate of the Issuing Bank that issues any Letter of Credit)Lenders; provided, however, that the Borrower may not assign or transfer any of its rights or obligations hereunder without the prior written consent of the Agent and all of the Lenders, and any such assignment or transfer without such consent shall be null and void.
(b) Subject to Sections 9.5(d) and (eSection 10.6(d) of this Agreement, a Lender may assign part of its Lender Commitment to an Eligible Institution so long as such assignment shall (i1) include the voting rights and all other rights and obligations attributable thereto, and include a written assumption by the assignee of the assigning Lender's obligations under the Credit Documents, (ii2) require the written consent of the Borrower (so long as no Event of Default is then in existence) and the Agent (and in the case of an assignment of all or a portion of a Lender Commitment or any Lender's obligation in respect of its LC Exposure, the Issuing Bank)Agent, such consents consent not to be unreasonably withheld, (iii3) be in a minimum amount of $5,000,000.00 15,000,000.00 if assigned to a Person not already a Lender, (iv4) not reduce the Lender's Lender Commitment to an amount less than $5,000,000.0015,000,000.00, and (v5) include payment to the Agent by the Lender of a service fee for each assignment equal to $3,000.00.
(c) Subject to Section 9.5(d) and (e10.6(d) of this Agreement, a Lender may sell participating interests in any of its Loans to (i) an Eligible Institution so long as such participation shall (A1) limit the voting rights of the participant, if any, to the ability to vote for changes in the amount of the Total Commitment, the interest rate on the Loans, the amount of the Commitment Fee, the Letter of Credit Fee or the Extension Fee, the requirements for Guaranties and for collateral, and the Maturity Date, and (B2) require the written notice to the Agent and the Borrower but not any consent of the Borrower and the Agent, the Borrower or any other such consent not to be unreasonably withheld, (3) be in a minimum principal amount of at least $10,000,000.00 if participated to a Person not already a Lender; , and (ii4) any Person formed not reduce the Lender's Lender Commitment which has not been participated to hold Eurodollar Rate Borrowings for specific Interest Periods, with liquidity and credit support provided by the participating Lender, so long as such participation shall convey no voting rights to the participantless than $10,000,000.00. In connection with any sale of a participating interest made in compliance with this Agreement, (i) the participating Lender shall continue to be liable for its Lender Commitment and its other obligations under the Credit Documents, (ii) the Agent, the Borrower and the other Lenders shall continue to deal solely and directly with the participating Lender in connection with such Lender's rights and obligations under the Credit Documents, and (iii) the participant may not require the participating Lender to take or refrain from taking any action under the Credit Documents that is in conflict with the terms and provisions of the Credit Documents.
(d) A Lender may assign or participate all or any part of its Loans, participations in Letters of Credit or its Lender Commitment Loans or its Lender Commitment to an Affiliate of the Lender without with written consent of notice to the Agent and the BorrowerBorrower but without the consent of the Agent, the Borrower or any other Lender.
(e) Notwithstanding any provision hereof to the contrary, (i) any Lender may assign and pledge all or any portion of its Lender Commitment and Loans to a Federal Reserve Bank; provided, however, that any such assignment or pledge shall not relieve such Lender from its obligations under the Credit Documents; and (ii) the Agent may not assign or participate $30,000,000.00 of its Lender Commitment to any Person other than an Affiliate of the Agent without the prior written consent of all of the Lenders and the Borrower.
(f) The term of this Agreement shall be until the final maturity of the Notes and the payment of all amounts due under the Credit Documents.
Appears in 1 contract
Survival; Parties Bound; Successors and Assigns. (a) All representations, warranties, covenants and agreements made by or on behalf of the Borrower in connection herewith shall survive the execution and delivery of the Credit Documents, shall not be affected by any investigation made by any Person, and shall bind the Borrower and its successors, trustees, receivers and assigns and inure to the benefit of the successors and assigns of the Agent, the Lenders and the Issuing Bank (including any Affiliate of the Issuing Bank that issues any Letter of Credit)Lenders; provided, however, that the Borrower may not assign or transfer any of its rights or obligations hereunder without the prior written consent of the Agent and all of the Lenders, and any such assignment or transfer without such consent shall be null and void.
(b) Subject to Sections 9.5(d) and (e) of this Agreement, a Lender may assign part of its Lender Commitment to an Eligible Institution so long as such assignment shall (i) include the voting rights and all other rights and obligations attributable thereto, and include a written assumption by the assignee of the assigning Lender's obligations under the Credit Documents, (ii) require the written consent of the Borrower (so long as no Event of Default is then in existence) and the Agent (and in the case of an assignment of all or a portion of a Lender Commitment or any Lender's obligation in respect of its LC Exposure, the Issuing Bank)Agent, such consents not to be unreasonably withheld, (iii) be in a minimum -52- amount of $5,000,000.00 if assigned to a Person not already a Lender, (iv) not reduce the Lender's Lender Commitment to an amount less than $5,000,000.00, unless such Lender Commitment is reduced to zero, and (v) include payment to the Agent by the Lender of a service fee for each assignment equal to $3,000.00.
(c) Subject to Section 9.5(d) and (e) of this Agreement, a Lender may sell participating interests in any of its Loans to (i) an Eligible Institution so long as such participation shall (Ai) limit the voting rights of the participant, if any, to the ability to vote for changes in the amount of the Total Commitment, the interest rate on the Loans, the amount of the Commitment Fee, the Letter of Credit Fee or the Extension Fee, the requirements for Guaranties and for collateral, and the Maturity Date, and (Bii) require written notice to the Agent and the Borrower but not any consent of the Agent, the Borrower or any other Lender; and (ii) any Person formed to hold Eurodollar Rate Borrowings for specific Interest Periods, with liquidity and credit support provided by the participating Lender, so long as such participation shall convey no voting rights to the participant. In connection with any sale of a participating interest made in compliance with this Agreement, (i) the participating Lender shall continue to be liable for its Lender Commitment and its other obligations under the Credit Documents, (ii) the Agent, the Borrower and the other Lenders shall continue to deal solely and directly with the participating Lender in connection with such Lender's rights and obligations under the Credit Documents, and (iii) the participant may not require the participating Lender to take or refrain from taking any action under the Credit Documents that is in conflict with the terms and provisions of the Credit Documents.
(d) A Lender may assign all or any part of its Loans, participations in Letters of Credit Loans or its Lender Commitment or its Lender Commitment to an Affiliate of the Lender without written consent of the Agent and the Borrower.
(e) Notwithstanding any provision hereof to the contrary, any Lender may assign and pledge all or any portion of its Lender Commitment and Loans to a Federal Reserve Bank; provided, however, that any such assignment or pledge shall not relieve such Lender from its obligations under the Credit Documents.
(f) The term of this Agreement shall be until the final maturity of the Notes and the payment of all amounts due under the Credit Documents.
Appears in 1 contract
